Form 6-K FRANCO NEVADA Corp For: Mar 31

May 4, 2016 4:35 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of May 2016

Commission File Number 001-35286

FRANCO-NEVADA CORPORATION

(Translation of registrant’s name into English)

199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada M5L 1G9
(Address of principal executive offices)

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

Form 20-F o

Form 40-F x

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

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

NOTE

Exhibits 99.2 and 99.3 to this current report on Form 6-K are hereby incorporated by reference into our registration statements on Form F-3 (file no. 333-210295), on Form S-8 (file no. 333-176856) and on Form F-10 (file no. 333-210878) (collectively, the “Registration Statements”).

SIGNATURE

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

	FRANCO-NEVADA CORPORATION


	/s/ Lloyd Hong
Date: May 4, 2016	Lloyd Hong
	Chief Legal Officer & Corporate Secretary

INDEX TO EXHIBITS

99.1		Press Release dated May 4, 2016 — Franco-Nevada Reports Strong Q1 2016 Results and Increases Quarterly Dividend

99.2		Management’s Discussion and Analysis for the first quarter ended March 31, 2016

99.3		Interim Consolidated Financial Statements for the three months ended March 31, 2016

99.4		Certification of Chief Executive Officer

99.5		Certification of Chief Financial Officer

Exhibit 99.1

Franco-Nevada Reports Strong Q1 2016 Results and Increases Quarterly Dividend

TORONTO, May 4, 2016 - Franco-Nevada Corporation (TSX: FNV; NYSE: FNV) is pleased to report its financial results for the first quarter of 2016. All figures are in U.S. dollars unless noted and highlights include:

· Record 106,621 Gold Equivalent Ounces(1) (“GEOs”), a 25% increase over Q1 2015;

· Record $132.0 million in revenue, a 21% increase;

· Net Income of $30.0 million, or $0.18 per share;

· Adjusted Net Income(2) of $28.0 million, or $0.17 per share;

· Adjusted EBITDA(3) of $103.7 million, or $0.62 per share;

· $500 million acquisition of a precious metals stream with reference to production from Antapaccay;

· $883.5 million of net proceeds raised through a bought deal equity financing;

· Quarterly dividend increased 4.8% to $0.22 per share.

“Franco-Nevada’s recent investments at Antamina and Antapaccay helped generate the record quarterly GEOs and revenue results,” stated David Harquail, CEO. “These investments have further strengthened and diversified our portfolio with long duration quality assets. Thanks to the support of our investors, Franco-Nevada was able to raise equity financing and is again debt free. The Company now has over $186 million in cash and short-term investments and $1 billion in available credit facilities so is well positioned to continue to grow the portfolio. I am particularly proud that Franco-Nevada has today raised its dividend for the ninth consecutive year since its IPO. This speaks to the strength of the portfolio and the business model.

REVENUES AND GEOs BY ASSET CATEGORIES

	For the three months ended March 31, 2016			For the three months ended March 31, 2015
	Revenue (in millions)		GEOs(1) #	Revenue (in millions)		GEOs(1) #
Precious Metals - Gold	$	91.5	76,753	$	86.1	70,511
- Silver	26.8		22,627	5.6		4,676
- PGM	7.6		5,196	9.7		7,983
Precious Metals - Total	$	125.9	104,576	$	101.4	83,170
Other Minerals	2.5		2,045	2.3		1,911
Oil & Gas	3.6			5.5
	$	132.0	106,621	$	109.2	85,081

For the first quarter of 2016, revenue was sourced 95% from precious metals (69% gold, 20% silver and 6% PGM) and 82% from the Americas (13% U.S., 16% Canada and 53% Latin America). Costs and expenses increased due to higher depletion and cost of sales as a result of the recent Antamina and Antapaccay acquisitions. Oil & gas production levels were stable while associated revenue was down slightly year over year due to lower average oil and gas prices. Cash provided by operating activities before changes to working capital was $99.4 million.

Corporate Updates

· Antapaccay: On February 26, 2016, Franco-Nevada acquired for $500.0 million a precious metals stream from Glencore plc with reference to production from the Antapaccay mine located in Peru.

· Equity Financing: On February 19, 2016, Franco-Nevada completed a bought deal financing with a syndicate of underwriters for 19.2 million common shares at $47.85 per common share. Net proceeds were $883.5 million. As the existing shelf prospectus was mostly utilized, a new $2 billion shelf prospectus was filed on May 2, 2016.

· Debt Repayment: In March, all outstanding debt balances were repaid. At the end of the quarter, Franco-Nevada had $186 million in cash and short-term investments and $1 billion in available credit facilities.

Portfolio Updates

· Precious Metals — U.S.: GEOs from U.S. precious metals assets were essentially unchanged year over year with increases from Goldstrike largely offsetting decreases at Stillwater and Gold Quarry. The South Arturo project currently being advanced by joint venture partners Barrick Gold and Premier Gold Mines is expected to contribute later in 2016. Klondex Mines is reporting exploration success at Fire Creek where Franco-Nevada has a 2.5% royalty. Franco-Nevada has agreed to restructure its existing royalties at the Castle Mountain gold project into a single 2.65% royalty covering a larger property.

· Precious Metals — Canada: GEOs from Canadian precious metals assets decreased compared with the first quarter 2015 with higher contributions from Detour Lake, Hemlo and Musselwhite being more than offset by a weaker quarter from Sudbury due to PGM prices. Operatorship of several Canadian royalties moved into stronger hands with Lake Shore Gold being acquired by Tahoe Resources and St Andrew Goldfields by Kirkland Lake Gold.

· Precious Metals - Latin America: GEOs from Latin American precious metals assets increased substantially as a result of the recent investments in Antamina and Antapaccay. Antamina delivered 17,781 GEOs while Antapaccay delivered 8,918 GEOs. The Antapaccay precious metals stream was acquired during the quarter and the GEOs received reflects only two months of deliveries during a seasonably weak period. Candelaria also had a strong quarter and Lundin Mining has revised its guidance higher for 2016. The Cobre Panama project continues to advance and Franco-Nevada expects to advance $25-35 million in the second quarter.

· Precious Metals — Rest of World: GEOs from Rest of World precious metals assets decreased slightly year over year mainly due to timing of deliveries from the Sabodala fixed ounce obligation. Karma contributed an initial 1,250 GEOs in the quarter with 12,500 GEOs scheduled to be delivered in 2016. True Gold, the previous operator of the Karma mine, was acquired by Endeavour Mining subsequent to quarter end. Kinross has announced it is proceeding with a Phase One expansion of the Tasiast mine, on which Franco-Nevada has a 2% royalty, which it expects will increase average production to 409,000 ounces per annum from 2018 to 2027. Kinross also indicated that it is studying a larger Phase Two expansion which could result in even higher production.

· Oil & gas: Revenue from oil & gas assets was $3.6 million in Q1 2016 compared with $5.5 million in Q1 2015. Most of the decrease in revenue is attributable to lower realized oil prices.

Dividend Declaration

Franco-Nevada is pleased to announce that its Board of Directors has declared a quarterly dividend of $0.22 per share. The dividend is a 4.8% increase from the previous $0.21 per share quarterly dividend and marks the ninth consecutive annual dividend increase for Franco-Nevada shareholders. Canadian investors in Franco-Nevada’s IPO in December 2007 are now receiving an effective 7.3% yield on their cost base.

The dividend will be paid on June 30, 2016 to shareholders of record on June 16, 2016. The Canadian dollar equivalent is determined based on the noon rate posted by the Bank of Canada on May 3, 2016. Under Canadian tax legislation, Canadian resident individuals who receive “eligible dividends” are entitled to an enhanced gross-up and dividend tax credit on such dividends.

The Company adopted a Dividend Reinvestment Plan (“DRIP”) commencing with the October 2013 dividend. Participation in the DRIP is optional. The Company will issue the additional common shares through treasury at a 3% discount to the Average Market Price, as defined in the DRIP. However, the Company may, from time to time, in its discretion, change or eliminate the discount applicable to treasury acquisitions or direct that such common

shares be purchased in market acquisitions at the prevailing market price, any of which would be publicly announced. The DRIP and enrollment forms are available on the Company’s website at www.franco-nevada.com. Registered shareholders may also enroll in the DRIP online through the plan agent’s self-service web portal at www.investorcentre.com/franco-nevada. Beneficial shareholders should contact their financial intermediary to arrange enrollment.

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

Shareholder Information

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

Management will host a conference call tomorrow, Thursday, May 5, 2016 at 8:30 a.m. Eastern Time to review Franco-Nevada’s first quarter 2016 results.

Interested investors are invited to participate as follows:

· Via Conference Call: Toll-Free: (888) 231-8191; International: (647) 427-7450

· Conference Call Replay until May 12: Toll-Free (855) 859-2056; International (416) 849-0833; Pass code 91205248.

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

Corporate Summary

Franco-Nevada Corporation is the leading gold-focused royalty and stream company with the largest and most diversified portfolio of cash-flow producing assets. Its business model provides investors with gold price and exploration optionality while limiting exposure to many of the risks of operating companies. Franco-Nevada is debt free and uses its free cash flow to expand its portfolio and pay dividends. It trades under the symbol FNV on both the Toronto and New York stock exchanges. Franco-Nevada is the gold investment that works.

For more information, please go to our website at www.franco-nevada.com or contact:

Stefan Axell	Sandip Rana
Director, Corporate Affairs	Chief Financial Officer
416-306-6328	416-306-6303

[email protected]

Forward Looking Statements

This press release contains “forward looking information” and “forward looking statements” within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995, respectively, which may include, but are not limited to, statements with respect to future events or future performance, management’s expectations regarding Franco-Nevada’s growth, results of operations, estimated future revenues, carrying value of assets, future dividends and requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue, future demand for and prices of commodities, expected mining sequences, business prospects and opportunities. In addition, statements (including data in tables) relating to reserves and resources and gold equivalent ounces (“GEOs”) are forward looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates and assumptions are accurate and that such reserves and resources and GEOs 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 Franco-Nevada to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. A number of factors could cause actual events or results to differ materially from any forward looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty and stream revenue (gold, platinum group metals, copper, nickel, uranium, silver, iron-ore and oil and gas); fluctuations in the value of the Canadian and Australian dollar, Mexican peso, and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation,

including permitting and licensing regimes and taxation policies and the enforcement thereof; regulatory, political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not the Corporation is determined to have “passive foreign investment company” (“PFIC”) status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; potential changes in Canadian tax treatment of offshore streams; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; actual mineral content may differ from the reserves and resources contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in which Franco-Nevada holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious diseases; and the integration of acquired assets. The forward looking statements contained in this press release are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Franco-Nevada holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; the Corporation’s ongoing income and assets relating to determination of its PFIC status; no material changes to existing tax treatment; no adverse development in respect of any significant property in which Franco-Nevada holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward looking statements are not guarantees of future performance. Franco-Nevada cannot assure investors that actual results will be consistent with these forward looking statements. Accordingly, investors should not place undue reliance on forward looking statements due to the inherent uncertainty therein. For additional information with respect to risks, uncertainties and assumptions, please refer to the “Risk Factors” section of Franco-Nevada’s most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedar.com and Franco-Nevada’s most recent Annual Report filed on Form 40-F filed with the SEC on www.sec.gov. The forward looking statements herein are made as of the date of this press release only and Franco-Nevada does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

NON-IFRS MEASURES: Adjusted Net Income and Adjusted EBITDA are intended to provide additional information only and do not have any standardized meaning prescribed under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently. For a reconciliation of these measures to various IFRS measures, please see below or the Company’s current MD&A disclosure found on the Company’s website, on SEDAR and on EDGAR.

(1) GEOs include our gold, silver, platinum, palladium and other mineral assets. GEOs are estimated on a gross basis for NSR royalties and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Platinum, palladium, silver and other minerals were converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the average gold price for the period. For Q1 2016, the average commodity prices were as follows: $1,181/oz gold (2015 - $1,219/oz); $14.83/oz silver (2015 - $16.71/oz); $914/oz platinum (2015 - $1,193/oz) and $524/oz palladium (2015 - $786/oz).

(2) Adjusted Net Income is defined by the Company as net income (loss) excluding foreign exchange gains/losses, gains/losses on the sale of investments, impairment charges related to royalties, streams, working interests and investments, unusual non-recurring items, and the impact of taxes on all these items.

(3) Adjusted EBITDA is defined by the Company as net income (loss) excluding income tax expense/recovery, finance income and expenses, foreign exchange gains/losses, gains/losses on the sale of investments, depletion and depreciation, non-cash costs of sales and impairment charges related to royalties, streams, working interests and investments.

Reconciliation to Non-IFRS measures:

	Three months ended March 31,
(expressed in millions, except per share amounts)	2016			2015
Net Income	$	30.0		$	19.2
Income tax expense	8.1			9.0
Finance expenses	1.3			0.4
Finance income	(1.1		)	(0.8		)
Depletion and depreciation	65.5			51.7
Non-cash costs of sales	1.8			1.1
Impairment charges	—			0.1
Gains/losses on sale of investments	(1.5		)	—
Foreign exchange (gains)/losses and other (income)/expenses	(0.4		)	2.6
Adjusted EBITDA	$	103.7		$	83.3
Basic Weighted Average Shares Outstanding	166.8			156.5

Adjusted EBITDA per share	$	0.62		$	0.53

	Three months ended March 31,
(expressed in millions, except per share amounts)	2016			2015
Net Income	$	30.0		$	19.2
Foreign exchange (gains)/losses and other (Income)/expenses, net of income tax	(2.0		)	3.2
Mark-to-market changes on derivatives, net of income tax	—			—
Impairment charges, net of income tax	—			—
Indexation adjustment	—			(0.4		)
Valuation allowance	—			0.9
Impact of change in depreciation rate	—			—
Impact of tax rate increases	—			—
Adjusted Net Income	$	28.0		$	22.9
Basic Weighted Average Shares Outstanding	166.8			156.5

Adjusted Net Income per share	$	0.17		$	0.15

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

	March 31, 2016			December 31, 2015

ASSETS
Cash and cash equivalents (Note 4)	$	176.3		$	149.2
Short-term investments (Notes 5 & 8)	10.6			18.8
Receivables (Note 8)	49.9			65.1
Prepaid expenses and other (Note 6)	32.5			41.6
Current assets	269.3			274.7

Royalty, stream and working interests, net	3,749.5			3,257.5
Investments (Notes 5 & 8)	114.0			94.8
Deferred income tax assets	16.4			16.1
Other assets (Note 7)	32.0			31.2

Total assets	$	4,181.2		$	3,674.3

LIABILITIES
Accounts payable and accrued liabilities	$	18.2		$	18.0
Current income tax liabilities	1.7			2.8
Current liabilities	19.9			20.8

Debt (Note 13)	—			457.3
Deferred income tax liabilities	27.1			33.2
Total liabilities	47.0			511.3

SHAREHOLDERS’ EQUITY (Note 14)
Common shares	4,626.7			3,709.0
Contributed surplus	42.5			44.3
Deficit	(310.7		)	(302.2		)
Accumulated other comprehensive loss	(224.3		)	(288.1		)
Total shareholders’ equity	4,134.2			3,163.0

Total liabilities and shareholders’ equity	$	4,181.2		$	3,674.3

The accompanying notes are an integral part of these interim consolidated financial statements and can be found in our Q1 2016 Report available on our website.

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

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

	For the three months ended March 31,
	2016			2015

Revenue (Note 9)	$	132.0		$	109.2

Costs and expenses
Costs of sales (Note 10)	24.4			22.4
Depletion and depreciation	65.5			51.7
Impairment of royalty, stream and working interests	—			0.1
Corporate administration (Notes 11 & 14(c))	5.4			4.1
Business development	0.3			0.5
	95.6			78.8

Operating income	36.4			30.4

Foreign exchange gain (loss) and other income (expenses) (Note 5)	1.9			(2.6		)
Income before finance items and income taxes	38.3			27.8

Finance items
Finance income	1.1			0.8
Finance expenses	(1.3		)	(0.4		)
Net income before income taxes	38.1			28.2

Income tax expense (Note 12)	8.1			9.0

Net income	$	30.0		$	19.2

Other comprehensive income (loss):
Items that may be reclassified subsequently to profit and loss:
Unrealized gain (loss) in market value of available-for-sale investments, net of income tax of $0.2 (2015-income tax recovery of $1.1) (Note 5)	15.8			(6.7		)
Realized change in market value of available-for-sale investments	(1.5		)	—
Currency translation adjustment	49.5			(89.2		)
Other comprehensive income (loss):	63.8			(95.9		)

Total comprehensive income (loss)	$	93.8		$	(76.7	)

Basic earnings per share (Note 15)	$	0.18		$	0.12
Diluted earnings per share (Note 15)	$	0.18		$	0.12

The accompanying notes are an integral part of these interim consolidated financial statements and can be found in our Q1 2016 Report available on our website.

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	For the three months ended March 31,
	2016			2015
Cash flows from operating activities
Net income	$	30.0		$	19.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and depreciation	65.5			51.7
Other non-cash items	(0.5		)	0.1
Gain on sale of investments (Note 5)	(1.5		)	—
Non-cash cost of sales (Note 10)	1.8			1.1
Deferred income tax expense (Note 12)	2.6			1.7
Share-based payments (Note 14(c))	1.3			1.4
Unrealized foreign exchange loss	0.2			2.5
Mark-to-market on warrants (Note 5)	—			0.2
	99.4			77.9
Changes in non-cash assets and liabilities:
Decrease in receivables	15.2			16.2
Increase in prepaid expenses and other	(14.6		)	(22.8		)
Decrease in current liabilities	(0.9		)	(1.9		)
Net cash provided by operating activities	99.1			69.4

Cash flows from investing activities
Proceeds on sale of investments	10.6			—
Acquisition of investments	(0.7		)	(21.6		)
Proceeds from the sale of gold bullion	24.9			14.2
Acquisition of royalty, stream and working interests	(516.1		)	(12.9		)
Purchase of property and equipment	—			(0.1		)
Purchase of oil & gas well equipment	(0.7		)	(0.7		)
Net cash used in investing activities	(482.0		)	(21.1		)

Cash flows from financing activities
Net proceeds from issuance of common shares (Note 14)	883.5			—
Repayment of Credit Facility (Note 13)	(460.0		)	—
Payment of dividends (Note 14(b))	(28.3		)	(23.9		)
Proceeds from exercise of stock options (Note 14(a))	10.2			0.3
Net cash provided by (used in) financing activities	405.4			(23.6		)
Effect of exchange rate changes on cash and cash equivalents	4.6			(18.7		)
Net change in cash and cash equivalents	27.1			6.0
Cash and cash equivalents at beginning of period	149.2			592.5
Cash and cash equivalents at end of period	$	176.3		$	598.5

Supplemental cash flow information:
Cash paid for interest expense and loan standby fees during the period	$	1.2		$	0.3
Income taxes paid during the period	$	5.5		$	9.8

The accompanying notes are an integral part of these interim consolidated financial statements and can be found in our Q1 2016 Report available on our website.

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) of financial position and results of operations of Franco-Nevada Corporation (“Franco-Nevada”, the “Company”, “we” or “our”) has been prepared based upon information available to Franco-Nevada as at May 4, 2016 and should be read in conjunction with Franco-Nevada’s unaudited consolidated financial statements and related notes as at and for the three months ended March 31, 2016 and 2015. The unaudited condensed interim consolidated financial statements and MD&A are presented in U.S. dollars and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of interim financial statements in accordance with IAS 34, Interim Financial Reporting.

Readers are cautioned that the MD&A contains forward looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Cautionary Statement on Forward Looking Information” at the end of this MD&A and to consult Franco-Nevada’s audited consolidated financial statements for the years ended December 31, 2015 and 2014 and the corresponding notes to the financial statements which are available on our website at www.franco-nevada.com, on SEDAR at www.sedar.com and in our most recent Form 40-F filed with the Securities and Exchange Commission on EDGAR at www.sec.gov.

Additional information related to Franco-Nevada, including our Annual Information Form, is available on SEDAR at www.sedar.com, and our Form 40-F is available on EDGAR at www.sec.gov. These documents contain descriptions and maps of certain of Franco-Nevada’s producing and advanced royalty and stream assets. For additional information, our website can be found at www.franco-nevada.com.

Table of Contents

OVERVIEW	3
HIGHLIGHTS	4
GUIDANCE	5
SELECTED FINANCIAL INFORMATION	7
OVERVIEW OF FINANCIAL PERFORMANCE-Q1 2016 TO Q1 2015	8
FINANCIAL CONDITION REVIEW	22
BALANCE SHEET REVIEW	22
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES	22
CAPITAL RESOURCES	25
CRITICAL ACCOUNTING ESTIMATES	25
NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE	27
OUTSTANDING SHARE DATA	27
INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES	28
NON-IFRS FINANCIAL MEASURES	30
CAUTIONARY STATEMENT ON FORWARD LOOKING INFORMATION	34

OVERVIEW

Franco-Nevada is the leading gold-focused royalty and stream company by both gold revenue and number of gold assets. The Company is gold-focused but also has the largest and most diversified portfolio of royalties and streams by commodity, geography, revenue type and stage of project. The portfolio is actively managed with the aim to maintain over 80% of revenue from precious metals (gold, silver & PGMs).

Franco-Nevada Asset Counts at May 4, 2016

	Precious Metals	Other Minerals	Oil & Gas	TOTAL
Producing	38	5	59	102
Advanced	35	7	—	42
Exploration	139	38	19	196
TOTAL	212	50	78	340

The Company does not operate mines, develop projects or conduct exploration. Franco-Nevada’s business model is focused on managing and growing its portfolio of royalties and streams. The advantages of this business model are:

· Exposure to precious metals price optionality;

· A perpetual discovery option over large areas of geologically prospective lands with no additional cost other than the initial investment;

· Limited exposure to many of the risks associated with operating companies;

· A free cash-flow business with limited cash calls;

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

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

· A forward-looking business in which management focuses on growth opportunities rather than operational or development issues.

Franco-Nevada’s financial results in the short-term are primarily tied to the price of commodities and the amount of production from its portfolio of producing assets. From time to time, financial results are also supplemented by acquisitions of new producing assets. Over the longer-term, results are impacted by the availability of exploration and development capital applied by other companies to expand or extend Franco-Nevada’s producing assets or to advance Franco-Nevada’s advanced and exploration assets into production.

Franco-Nevada has a long-term focus in making its investments and recognizes it is in a cyclical industry. Franco-Nevada has historically operated by maintaining a strong balance sheet so that it can make investments during commodity cycle downturns.

Franco-Nevada’s shares are listed on the Toronto and New York stock exchanges under the symbol FNV. An investment in Franco-Nevada’s shares is expected to provide investors with yield and exposure to gold price and exploration optionality while limiting exposure to many of the risks of operating companies. Since its IPO over eight years ago, Franco-Nevada has

increased its dividend annually and its share price has outperformed the gold price and all relevant gold equity benchmarks.

Franco-Nevada’s Relative Share Price Performance

HIGHLIGHTS

Financial — First Quarter

· The Company earned 106,621 Gold Equivalent Ounces (“GEOs”)1 compared to 85,081 GEOs in first quarter 2015, an increase of 25.3%;

· Revenue of $132.0 million was generated, an increase of $22.8 million from the $109.2 million generated in first quarter 2015;

· Adjusted EBITDA2 increased 24.5% to $103.7 million, or $0.62 per share from $83.3 million or $0.53 per share in first quarter 2015;

· The Company continued to maintain a strong Margin2 of 78.6% compared to 76.3% in 2015;

1 GEOs include our gold, silver, platinum, palladium and other mineral assets. GEOs are estimated on a gross basis for NSR royalties and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium and other minerals were converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the average gold price for the period. For average commodity prices used in the calculation of GEOs, please refer to average commodity price tables on page 8 of this MD&A.

2 Adjusted Net Income, Adjusted EBITDA and Margin are non-IFRS financial measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please see pages 29-32 of this MD&A.

· Net income earned was $30.0 million, or $0.18 per share compared to net income of $19.2 million or $0.12 per share in first quarter 2015;

· Adjusted Net Income2 earned was $28.0 million, or $0.17 per share compared to $22.9 million or $0.15 per share in first quarter 2015;

· Operating cash-flow before changes in non-cash assets and liabilities of $99.4 million was generated in the first quarter compared to $77.9 million in the same period in first quarter 2015; and

· Dividends paid totaled $38.5 million in the quarter which is a combination of cash and shares issued under the Company’s dividend reinvestment plan.

Corporate

Castle Mountain

On April 11, 2016, Franco-Nevada agreed with NewCastle Gold Ltd. to restructure existing royalties at the Castle Mountain gold project in California, U.S. into a single 2.65% royalty covering a larger property. The transaction is expected to close by end of May 2016.

Antapaccay Precious Metals Stream

On February 26, 2016, Franco-Nevada completed the acquisition of a $500.0 million precious metals stream from Glencore plc with reference to production from the Antapaccay mine located in Peru. Under the stream agreement, gold and silver deliveries are initially referenced to copper in concentrate shipped. The Company will receive 300 ounces of gold and 4,700 ounces of silver for each 1,000 tonnes of copper in concentrate shipped, until 630,000 ounces of gold and 10.0 million ounces of silver have been delivered. Thereafter, the Company will receive 30% of the gold and silver shipped. The Company will pay an on-going price of 20% of the spot price of gold and silver until 750,000 ounces of refined gold and 12.8 million ounces of refined silver have been delivered. Thereafter, the on-going price will increase to 30% of the spot price of gold and silver.

Equity Financing

On February 19, 2016, the Company completed a bought-deal financing with a syndicate of underwriters for 19.2 million common shares at $47.85 per common share. The net proceeds to the Company were $883.5 million after deducting share issue costs and expenses of $36.6 million.

GUIDANCE

The following contains forward looking statements about our guidance for 2016. Reference should be made to the “Cautionary Statement on Forward Looking Information” section at the end of this MD&A. For a description of material factors that could cause our actual results to differ materially from the forward looking statements below, please see the Cautionary Statement and the “Risk Factors” section of our most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedar.com and our most recent Form 40-F filed with the Securities and Exchange Commission on www.sec.gov.

Franco-Nevada realized record growth from its mineral assets in the first quarter 2016. Mineral assets contributed 106,621 GEOs with $3.6 million in revenue from Franco-Nevada’s oil & gas assets in the first quarter of 2016.

For 2016, Franco-Nevada is confirming its guidance of 425,000 to 445,000 GEOs from its mineral assets and $15.0 million to $25.0 million from its oil & gas assets. Of the 425,000 to 445,000 GEOs, Franco-Nevada expects to receive 295,000 to 305,000 GEOs under its various stream agreements compared to 222,670 GEOs received for full year 2015.

GEOs include our gold, silver, platinum, palladium and other mineral assets. GEOs are estimated on a gross basis for NSR royalties and, in the case of stream ounces, before the payment of the per ounce contractual price paid by Franco-Nevada. For net profit interest (“NPI”) royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium 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 our 2016 guidance, silver, platinum and palladium metals have been converted to GEOs using commodity prices of $1,200/oz Au, $15/oz Ag, $900/oz Pt and $500/oz Pd. For 2016, the WTI oil price is assumed to average $35 per barrel with a $3.50 per barrel price differential for Canadian oil. 2016 guidance assumes the continued steady state of operations from our assets.

In addition, we expect to fund approximately $130.0 million to $150.0 million in 2016 in connection with our precious metals stream agreement on Cobre Panama with $30-$35 million expected to be funded in second quarter 2016. For 2016, the Company estimates depletion and depreciation expense to be $250.0 million to $275.0 million.

Selected Financial Information

(in millions, except Average Gold Price, GEOs, Margin and per share amounts)	For the Three Months Ended March 31, 2016			For the Three Months Ended March 31, 2015

Statement of Income and Other Comprehensive Income (Loss)
Revenue	$	132.0		$	109.2
Depletion and depreciation	65.5			51.7
Impairments1	—			0.1
Operating income	36.4			30.4
Net income	30.0			19.2
Basic earnings per share	$	0.18		$	0.12
Diluted earnings per share	$	0.18		$	0.12
Dividends declared per share	$	0.21		$	0.20
Dividends paid (including DRIP)	$	38.5		$	31.1
Weighted average shares outstanding	166.8			156.5

Non-IFRS Measures
Average Gold Price	$	1,181		$	1,219
GEOs2	106,621			85,081
Adjusted EBITDA3	$	103.7		$	83.3
Adjusted EBITDA3 per share	$	0.62		$	0.53
Margin3	78.6		%	76.3		%
Adjusted Net Income3	$	28.0		$	22.9
Adjusted Net Income3 per share	$	0.17		$	0.15

Statement of Cash Flows
Net cash provided by operating activities, before changes in non-cash assets and liabilities	$	99.4		$	77.9
Net cash used in investing activities	$	(482.0	)	$	(21.1	)
Net cash provided by (used in) financing activities	$	405.4		$	(23.6	)

	As at			As at
	March 31, 2016			December 31, 2015
Statement of Financial Position
Cash and cash equivalents	$	176.3		$	149.2
Short-term investments	10.6			18.8
Total assets	4,181.2			3,674.3
Deferred income tax liabilities	27.1			33.2
Total shareholders’ equity	4,134.2			3,163.0

Working capital	$	249.4		$	253.9
Debt	$	—		$	457.3

1 Impairments include impairment charges on investments, royalties, streams and working interests.

2 For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on page 8 of this MD&A.

3 Adjusted EBITDA, Margin and Adjusted Net Income are non-IFRS financial measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please see pages 29-32 of this MD&A.

OVERVIEW OF FINANCIAL PERFORMANCE — Q1 2016 TO Q1 2015

The prices of precious metals, oil and gas and the actual production from mineral and oil and gas assets are the largest factors in determining profitability and cash flow from operations for Franco-Nevada.

Average Precious Metal Commodity Prices and Exchange Rate

Quarterly Averages		Q1 2016		Q4 2015		Variance (Q1’16-Q4’15)		Q1 2015		Variance (Q1’16-Q1’15)
Gold1	($/oz)	$	1,181	$	1,104	7.0	%	$	1,219	(3.1	)%
Silver2	($/oz)	14.83		14.76		—	%	16.71		(11.3	)%
Platinum3	($/oz)	914		908		1.0	%	1,193		(23.4	)%
Palladium3	($/oz)	524		606		(13.5	)%	786		(33.3	)%
Exchange Rate4
CAD		0.7282		0.7492		(2.8	)%	0.8059		(9.6	)%

1 Based on London Bullion Market Association (“LBMA”) Gold Price PM

2 Based on LBMA Silver Price

3 Based on London PM Fix

4 Based on Bank of Canada noon rates

Oil & Gas Commodity Prices

Averages (C$/bbl)	Q1 2016			Q4 2015			Variance (Q1’16-Q4’15)		Q1 2015			Variance (Q1’16-Q1’15)
Edmonton Light		41.17			52.46		(21.5	)%		53.30		(22.8	)%
Quality Differential	(8.86		)	(8.14		)	8.8	%	(10.35		)	(14.4	)%
Realized oil price		32.31			44.32		(27.1	)%		42.95		(24.8	)%

Precious metals commodity prices have been in a volatile and declining state for an extended period of time with prices only recently beginning to recover.

During the first quarter of 2016, average gold prices traded between $1,077/oz and $1,277/oz with an average price of $1,181/oz. This compares to an average gold price of $1,219/oz for the first quarter of 2015, a decrease of 3.1%, and $1,104/oz for the fourth quarter of 2015. Historically, the price of gold has been subject to volatile price movements

over short periods of time and is affected by numerous macroeconomic and industry factors that are beyond the Company’s control. Major influences on the gold price include macroeconomic factors such as the level of interest rates and inflation expectations as well as currency exchange rate fluctuations and the relative strength of the U.S. dollar and the supply of and demand for gold.

During first quarter 2016, platinum and palladium prices averaged $914/oz and $524/oz compared to $1,193/oz and $786/oz for the first quarter of 2015, decreases of 23.4% and 33.3%, respectively. Silver prices averaged $14.83/oz for first quarter compared to $16.71/oz in first quarter 2015.

Commodity price volatility not only impacts overall revenues but also impacts the number of GEOs contributed by non-gold assets when converting from silver, platinum, palladium and other minerals to gold equivalent ounces.

Despite the volatile commodity prices our mineral assets continued to deliver strong results as the mineral assets performed well delivering a significant increase in GEOs over the prior year. One of the strengths of the Franco-Nevada business model is that our business is not impacted by reduced margins at the operator level. Royalty and stream payments/deliveries are based on actual production levels with no adjustments for the operator’s operating costs, with the exception of NPI royalties which are based on the profit of the underlying mining operation. During the quarter, NPI royalties accounted for less than 5.0% of total revenues.

GEO Production Growth

Gold Equivalent Ounces and Revenue

Franco-Nevada continued to see significant growth in GEOs with mineral assets contributing 106,621 GEOs in the first quarter of 2016, an increase of 25.3% over the first quarter of 2015. Revenue for the quarter was $132.0 million compared with $109.2 million for the same period of 2015, an increase of 20.9%. Although the number of GEOs contributed grew, the impact of lower average precious metals prices reduced the overall positive impact of this increase on revenue.

The following table outlines GEOs and revenue attributable to Franco-Nevada for the three months ended March 31, 2016 and 2015 by commodity, geographical location and type of interest:

For the three months ended March 31,

	Gold Equivalent Ounces1				Revenue (in millions)
	2016	2015	Variance		2016		2015		Variance
Commodity
Precious Metals
Gold	76,753	70,511	6,242		$	91.5	$	86.1	$	5.4
Silver	22,627	4,676	17,951		26.8		5.6		21.2
PGM	5,196	7,983	(2,787	)	7.6		9.7		(2.1		)
Precious Metals - Total	104,576	83,170	21,406		125.9		101.4		24.5
Other Minerals	2,045	1,911	134		2.5		2.3		0.2
Oil & Gas	—	—	—		3.6		5.5		(1.9		)
	106,621	85,081	21,540		$	132.0	$	109.2	$	22.8
Geography
United States	14,275	14,407	(132	)	$	16.9	$	17.4	$	(0.5	)
Canada	13,284	13,290	(6	)	20.9		21.6		(0.7		)
Latin America	58,510	34,959	23,551		69.8		42.8		27.0
Rest of World	20,552	22,425	(1,873	)	24.4		27.4		(3.0		)
	106,621	85,081	21,540		$	132.0	$	109.2	$	22.8
Type
Revenue-based	23,145	27,695	(4,550	)	$	28.7	$	35.6	$	(6.9	)
Streams	75,294	53,936	21,358		91.4		66.0		25.4
Profit-based	4,666	854	3,812		6.3		2.4		3.9
Other	3,516	2,596	920		5.6		5.2		0.4
	106,621	85,081	21,540		$	132.0	$	109.2	$	22.8

1 For average commodity prices used in the calculation of GEOs, please refer to average commodity price tables on page 8 of this MD&A.

GEOs and revenue were earned from the following asset classes:

For the three months ended March 31,

	Gold Equivalent Ounces1				Revenue (in millions)
	2016	2015	Variance		2016		2015		Variance
Commodity
Precious Metals
United States	14,165	14,287	(122	)	$	16.8	$	17.3	$	(0.5	)
Canada	12,252	13,206	(954	)	16.0		16.1		(0.1		)
Latin America	58,510	34,959	23,551		69.8		42.8		27.0
Rest of World	19,649	20,717	(1,068	)	23.3		25.2		(1.9		)
Precious Metals - Total	104,576	83,170	21,406		$	125.9	$	101.4	$	24.5
Other Minerals	2,045	1,911	(134	)	2.5		2.3		0.2
Oil & Gas	—	—	—		3.6		5.5		(1.9		)
	106,621	85,081	21,540		$	132.0	$	109.2	$	22.8

1 For average commodity prices used in calculation of GEOs, please refer to average commodity price tables on page 8 of this MD&A.

Our portfolio is well-diversified with GEOs and revenue being earned from 43 mineral and 59 oil & gas interests in various jurisdictions.

GEO Reconciliation — Q1 2015 to Q1 2016

GEOs earned from precious metal assets increased by 25.7% to 104,576 GEOs in the first quarter of 2016 from 83,170 GEOs in the first quarter of 2015. Growth in GEOs from precious metals was mainly attributable to the addition of the Antamina silver stream (+17,178 GEOs) and the Antapaccay gold/silver stream (+8,918 GEOs). For the quarter, Franco-Nevada earned 4,666 GEOs from our gold NPIs compared with 854 GEOs earned from gold NPIs in the same period in 2015.

Quarterly Revenue Breakdown

(millions of dollars)

Revenue from precious metal assets was $125.9 million in Q1 2016 compared with $101.4 million for the same period as 2015. The largest increase came from Latin American assets with Antamina and Antapaccay contributing $21.0 million and $11.2 million in revenue, respectively, in the quarter.

GEOs and revenue from precious metals from U.S. assets both decreased in the first quarter of 2016 with 14,165 GEOs and $16.8 million in revenue, down from 14,287 GEOs and $17.3 million in revenue in the first quarter of 2015.

· The reduction in GEOs for the quarter was attributable to lower gold ounces received from Bald Mountain (-1,550 GEOs) and Gold Quarry (-1,126 GEOs).

· GEOs increases for the quarter included Goldstrike (+2,541 GEOS) where the NPI was higher than first quarter 2015, Fire Creek (+750 GEOs) which is due to timing of fixed payment deliveries and Marigold (+376 GEOs), Mesquite (+141 GEOs) and other (+13 GEOs).

· Stillwater platinum and palladium production was fairly stable year over year but with the lower platinum and palladium prices did result in lower GEOs recognized (-1,267 GEOs) on the conversion to GEOs.

· Overall, revenue decreased by 2.9% for U.S. precious metal assets due to the impact of lower average commodity prices.

Canadian GEOs and revenue from precious metals were 12,252 GEOs and $16.0 million, respectively, in the first quarter, a decrease from 13,206 GEOs and $16.1 million in revenue for first quarter 2015. The decrease was attributable to the following:

· Lower GEOs were delivered from Sudbury. Actual production of platinum and palladium was consistent with first quarter 2015. The reduction in GEOs is due to settlement adjustments and the impact of lower platinum and palladium prices when converting to GEOs.

· The Company received lower GEOs from East Timmins (formerly Golden Highway) (-526 GEOs), Timmins West (-319 GEOs), Canadian Malartic (-119 GEOs) and Kirkland Lake (-33 GEOs).

· These reductions in GEOs were partially offset by higher production at Detour Lake (+487 GEOs). In addition, the NPIs from Hemlo (+1,328 GEOs) and Musselwhite (+244 GEOs) were higher in the quarter due to improved production, operating cost improvements and foreign exchange benefits.

Latin American precious metals assets contributed 58,510 GEOs and $69.8 million in revenue in Q1 2016 compared to 34,959 GEOs and $42.8 million in first quarter 2015, with the major contributors as follows:

· The Company received 17,781 GEO deliveries from Antamina, an asset added to the portfolio in fourth quarter 2015.

· Candelaria’s deliveries of gold and silver equated to 18,626 GEOs, or 31.8%, of total GEOs from Latin America.

· The Company received its first deliveries from Antapaccay during the quarter. A total of 8,918 GEOs were delivered and sold in first quarter 2016. This represented delivery of only two months of production during the quarter.

· Production from Cerro San Pedro decreased which resulted in 77 less GEOs for the quarter when compared to the first quarter of 2015.

· During the first quarter of 2016, 1,747,741 ounces of silver delivered from Candelaria, Antamina, Antapaccay and Cerro San Pedro interests were converted to GEOs.

Rest of World precious metals assets generated 19,649 GEOs and $23.3 million in revenue compared to 20,717 GEOs and $25.2 million in revenue in first quarter 2015. This decrease of 5.2% in GEOs and 7.5% in revenue, respectively, over 2015 levels, was attributable to the following:

· Lower production contributions from Subika (-508 GEOs), Sabodala (-1,875 GEOs) where an extra month of deliveries was received in first quarter 2015, Duketon (-193 GEOs), Edikan (-79 GEOs) and other assets (-225 GEOs).

· This reduction was partially offset by higher GEO contributions from Cooke 4 (+341 GEOs), Tasiast (+183 GEOs) and MWS (+38 GEOs).

· In addition, the Company received its first delivery under the Karma stream agreement of 1,250 GEOs. Effective April 26, 2016, the operator, True Gold Mining Inc. was acquired by Endeavour Mining Corporation.

Other Minerals generated 2,045 GEOs and $2.5 million in revenue.

Oil & gas assets generated revenue of $3.6 million for the quarter (93% oil and 7% gas) compared with $5.5 million for the same period of 2015 (91% oil and 9% gas), a decrease of 34.5%. The decrease is due to lower average oil prices realized in the first quarter of 2016. Production for the quarter was 4.2% lower than the first quarter of 2015.

Revenue from the Weyburn Unit for the quarter decreased to $2.3 million (2015 - $3.4 million) with $0.8 million earned from the NRI (2015 - $1.4 million), $1.2 million earned from the working interest (2015 - $1.7 million) and $0.2 million earned from the overriding royalties (2015 - $0.3 million). Revenue from the Weyburn NRI was lower due to the decrease in the average oil price. Actual realized price from the NRI was C$33.97/boe for the quarter, down 24.2% from the realized price of C$44.84/boe for the first quarter of 2015.

Revenue for the three months ended March 31, 2016 was $132.0 million (2015 - $109.2 million) and was comprised of the following:

(expressed in millions)

		For the three months ended
		March 31,
Property	Interest	2016		2015
PRECIOUS METALS
United States
Goldstrike	NSR 2-4%, NPI 2.4-6%	$	5.8	$	2.8
Stillwater	NSR 5%	3.2		4.7
Gold Quarry	NSR 7.29%	2.9		4.4
Marigold	NSR 1.75-5%, GR 0.5-4%	1.6		1.2
Fire Creek/Midas	Fixed to 2018/ NSR 2.5%	2.4		1.6
Bald Mountain	NSR/GR 0.875-5%	0.3		2.2
Mesquite	NSR 0.5-2%	0.5		0.3
Other		0.1		0.1
Canada
Sudbury	Stream 50%	5.8		6.8
Detour Lake	NSR 2%	3.0		2.5
East Timmins	NSR 2-15%	2.2		3.0
Musselwhite	NPI 5%	1.0		0.8
Hemlo	NSR 3%, NPI 50%	1.8		0.2
Kirkland Lake	NSR 2.5-5.5%, NPI 20%	1.2		1.3
Timmins West	NSR 2.25%	0.8		1.1
Canadian Malartic	GR 1.5%	0.2		0.4
Other		—		—
Latin America
Antapaccay	Stream (indexed)	11.2		—
Antamina	Stream 22.5% Silver	21.0		—
Candelaria	Stream 68%	22.0		26.7
Palmarejo	Stream 50%	14.8		15.2
Cerro San Pedro	GR 1.95%	0.5		0.6
Other		0.3		0.3
Rest of World
MWS	Stream 25%	7.1		7.3
Sabodala	Stream 6%, Fixed to 2019	6.7		9.1
Subika	NSR 2%	1.0		1.6
Tasiast	NSR 2%	1.5		1.3
Karma	Stream 4.875%, Fixed to 75koz	1.5		—
Duketon	NSR 2%	1.7		2.0
Edikan	NSR 1.5%	0.9		1.0
Cooke 4	Stream 7%	1.3		0.9
Other		1.7		2.0
		$	125.9	$	101.4

Other Minerals		$	2.3	$	2.3

Oil & Gas
Weyburn	NRI 11.71%, ORR 0.44%, WI 2.56%	2.3		3.4
Midale	ORR 1.14%, WI 1.59%	0.3		0.5
Edson	ORR 15%	0.3		0.5
Other		0.7		1.1
		$	3.6	$	5.5

Revenue		$	132.0	$	109.2

Franco-Nevada’s revenue is generated from various forms of agreements, ranging from NSR royalties, streams, NPI royalties, net royalty interests (“NRI”), working interests and other. For definitions of the various types of agreements, please refer to our most recent Annual Information Form filed on SEDAR at www.sedar.com or our Form 40-F filed on EDGAR at www.sec.gov.

As stated earlier, two of the Company’s primary objectives are to maintain precious metals revenue above 80% of total revenue and to build a diversified portfolio of royalties and streams by commodity, geography, revenue type and stage of project. For the first quarter of 2016, precious metals revenue was 95% of total revenue compared to 93% in first quarter 2015. In addition the Company generated 82% of revenue from the Americas which the Company considers mining friendly politically stable jurisdictions:

Revenue by Commodity

Revenue by Region

Costs and Expenses

Costs and expenses for the quarter were $95.6 million compared to $78.8 million in 2015. The following table provides a list of the costs and expenses incurred for the three months ended March 31, 2016 and 2015.

	Three months ended March 31,
(expressed in millions)	2016		2015		Variance
Costs of sales	$	24.4	$	22.4	$	2.0
Depletion and depreciation	65.5		51.7		13.8
Corporate administration	5.4		4.1		1.3
Business development	0.3		0.5		(0.2		)
Subtotal	$	95.6	$	78.7	$	16.9
Impairment charges	—		0.1		(0.1		)
	$	95.6	$	78.8	$	16.8

Costs of Sales

Costs of sales, which are comprised of the cost of GEOs purchased under stream agreements, cost of prepaid gold ounces, oil & gas production taxes, operating costs on oil & gas working interests and net proceeds taxes on mineral interests, were $24.4 million for the first quarter of 2016 compared with $22.4 million for the first quarter of 2015.

	Three months ended March 31,
(expressed in millions)	2016		2015		Variance
Cost of stream sales	$	21.7	$	20.2	$	1.5
Cost of prepaid ounces	1.8		1.1		0.7
Production taxes	0.6		0.6		—
Oil & gas operating costs	0.3		0.5		(0.2		)
	$	24.4	$	22.4	$	2.0

The increase of $2.0 million is attributable to more stream ounces delivered pursuant to the various stream agreements in the first quarter of 2016 when compared to 2015. The Company was delivered 75,294 GEOs under its stream agreements during first quarter 2016 compared to 53,936 GEOs delivered in first quarter 2015. Oil & gas operating costs were lower due to production and cost efficiencies implemented by the operators.

Costs of Sales Reconciliation — Q1 2015 to Q1 2016

(expressed in millions)

Depletion and Depreciation

Depletion and depreciation totaled $65.5 million for the quarter compared to $51.7 million in 2015. The increase of $13.8 million is due in part to the Antamina acquisition ($12.3 million), the Antapaccay acquisition ($5.5 million), higher production from Goldstrike ($0.6 million) and depletion for the Karma stream cost due to the initial deliveries received ($1.1 million). These increases were partially offset by lower depletion on Candelaria and Bald Mountain due to lower production and Oil & Gas due to the impact of a weaker Canadian dollar relative to the U.S. dollar.

Depletion Reconciliation — Q1 2015 to Q1 2016

(expressed in millions)

Corporate Administration

Corporate administration expenses increased to, $5.4 million in the quarter, representing 4.1% of revenue, from $4.1 million in 2015. The increase is due to higher board of directors costs as the deferred share units earned by board members increased in value during the quarter.

	Three months ended March 31,
(expressed in millions)	2016		2015		Variance
Salaries and benefits	$	1.1	$	1.1	$	—
Professional fees	0.5		0.3		0.2
Office costs	0.4		0.5		(0.1		)
Board	1.1		0.1		1.0
Share based compensation	1.3		1.4		(0.1		)
Other	1.0		0.7		0.3
	$	5.4	$	4.1	$	1.3

Business Development Expenses

Business development expenses reflected an expense of $0.3 million which was lower than first quarter 2015 due to the capitalization of expenses to the mineral interest following the closing of transactions.

Foreign Exchange and Other Income/Expenses

Foreign exchange losses and other income (expenses) were an income of $1.9 million for Q1 2016 and a loss of $2.6 million for Q1 2015. The following table provides a list of foreign exchange losses and other expenses incurred for the three months ended March 31, 2016 and 2015.

	Three months ended March 31,
(expressed in millions)	2016			2015			Variance
Foreign exchange loss	$	(0.2	)	$	(2.5	)	$	2.3
Mark-to-market loss on warrants	—			(0.1		)	0.1
Gain on sale of gold	0.6			—			0.6
Gain on sale of investments	1.5			—			1.5
	$	1.9		$	(2.6	)	$	4.5

Foreign exchange gains and losses include foreign exchange movements related to cash and cash equivalents and investments in debt securities, such as treasury bills and intercompany loans, held in the parent company, which are denominated in either U.S. dollars or Mexican pesos. The parent company’s functional currency is the Canadian dollar. Under IFRS, all foreign exchange changes related to monetary assets denominated in a currency other than the functional currency are recorded in net income as opposed to other comprehensive income.

Finance Income and Finance Expenses

Finance income was $1.1 million (2015 - $0.8 million) for the quarter while finance expenses were $1.3 million (2015 - $0.4 million).

	Three months ended March 31,
(expressed in millions)	2016		2015		Variance
Finance Income	$		$		$
Interest	0.9		0.8		0.1
Finance Fees	0.2		—		0.2
	$	1.1	$	0.8	$	0.3
Finance Expenses	$		$		$
Standby Charges	0.4		0.3		0.1
Interest	0.8		—		0.8
Amortization	0.1		0.1		—
	$	1.3	$	0.4	$	0.9

Finance income is earned on our cash equivalents and/or short-term investments. The increase in finance income is due to finance income earned from the True Gold additional financing option under the Karma stream agreement. Interest income in the amount of $0.5 million was accrued from the Noront loan during Q1 2016.

Finance expenses increased due to interest expense associated with the $460 million draw down of the credit facility in Q4 2015. In addition to the $0.8 million interest expensed, $0.7 million was capitalized to the Cobre Panama stream interest project. The amortization expense relates to amortization of the initial set-up costs incurred with respect to the credit facility.

Income Taxes

Franco-Nevada had an income tax expense of $8.1 million (2015 — income tax expense of $9.0 million) for the quarter comprised of a current income tax expense of $5.5 million (2015 - $7.3 million) and a deferred income tax recovery of $2.6 million (2015 — deferred income tax expense of $1.7 million) related to our Canadian and Mexican entities.

Net Income

Net income for the quarter was $30.0 million, or $0.18 per share, compared with a net income of $19.2 million, or $0.12 per share, for the same period in 2015. Adjusted Net Income was $28.0 million, or $0.17 per share, compared with $22.9 million, or $0.15 per share, for Q1 2015. The increase in Adjusted Net Income was driven primarily by higher revenue due to the recent asset acquisitions.

Adjusted Net Income Reconciliation — Q1 2015 to Q1 2016

(expressed in millions)

Quarterly Financial Information

Selected quarterly financial information from our financial statements is set out below:

	Q1 2016			Q4 2015			Q3 2015			Q2 2015			Q1 2015			Q4 2014			Q3 2014			Q2 2014
Revenue	$	132.0		$	121.3		$	103.7		$	109.4		$	109.2		$	123.0		$	107.6		$	107.7
Costs and expenses1	95.6			155.7			77.1			78.5			78.8			109.2			61.0			60.1
Operating income (loss)	36.4			(34.4		)	26.6			30.9			30.4			13.8			46.6			47.6
Other income (expenses)	1.7			(1.9		)	(2.9		)	2.0			(2.2		)	(2.0		)	(0.4		)	2.0
Income tax expense (recovery)	8.1			(4.9		)	8.5			11.3			9.0			10.2			13.0			12.7
Net income (loss)	30.0			(31.4		)	15.2			21.6			19.2			1.2			33.2			36.9
Basic earnings (loss) per share	$	0.18		$	(0.20	)	$	0.10		$	0.14		$	0.12		$	0.00		$	0.22		$	0.25
Diluted earnings (loss) per share	$	0.18		$	(0.20	)	$	0.10		$	0.14		$	0.12		$	(0.01	)	$	0.22		$	0.25
Average Gold Price	$	1,181		$	1,104		$	1,124		$	1,193		$	1,219		$	1,200		$	1,282		$	1,289
GEOs2	106,621			106,312			85,637			83,040			85,081			92,774			70,071			64,734
Adjusted EBITDA2	103.7			95.8			78.0			82.2			83.3			96.2			88.7			87.2
Adjusted EBITDA2 per share	$	0.62		$	0.61		$	0.50		$	0.53		$	0.53		$	0.62		$	0.59		$	0.58
Margin2	78.6		%	79.0		%	75.2		%	75.1		%	76.3		%	78.2		%	82.4		%	81.0		%
Adjusted Net Income2	$	28.0		$	23.7		$	19.4		$	22.9		$	22.9		$	31.6		$	34.5		$	36.0
Adjusted Net Income2 per share	$	0.17		$	0.15		$	0.12		$	0.15		$	0.15		$	0.20		$	0.23		$	0.24

1 Includes impairment charges on royalty, stream and working interests.

2 GEOs, Adjusted EBITDA, Margin and Adjusted Net Income are non-IFRS measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please refer to pages 29-32 of this MD&A.

FINANCIAL CONDITION REVIEW

Summary Balance Sheet and Key Financial Metrics

	As at		As at
(expressed in millions, except ratios)	March 31 2016		December 31 2015
Total cash and cash equivalents	$	176.3	$	149.2
Current assets	269.3		274.7
Non-current assets	3,911.9		3,399.6
Total assets	$	4,181.2	$	3,674.3
Current liabilities	19.9		20.8
Non-current liabilities	27.1		490.5
Total liabilities	$	47.0	$	511.3
Total shareholders’ equity	$	4,134.2	$	3,163.0

Dividends paid (including DRIP)	38.5		129.0
Debt	—		457.3
Total common shares outstanding	177.8		158.1
Key Financial Ratios
Working Capital	$	249.4	$	253.9
Debt to equity	—		0.14:1

Balance Sheet Review

Total assets were $4,181.2 million at March 31, 2016 compared to $3,674.3 million at December 31, 2015. Our asset base is primarily comprised of non-current assets such as our royalty, stream and working interests, and current assets of cash and cash equivalents, which reflect our business strategy of growing a diversified portfolio and ensuring cash is available for future acquisitions and dividends. Total liabilities at March 31, 2016 were $47.0 million including current and deferred income tax liabilities.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Cash flow generated for the three months ended March 31 was as follows:

(expressed in millions)	2016			2015
Cash generated from operating activities	$	99.1		$	69.4
Cash used in investing activities	(482.0		)	(21.1		)
Cash provided by (used in) financing activities	405.4			(23.6		)
Effect of exchange rate changes on cash and cash equivalents	$	4.6		$	(18.7	)
Change in cash and cash equivalents	$	27.1		$	6.0

Operating Cash Flow

Cash provided by operating activities before changes in non-cash assets and liabilities, relating to operating activities, was $99.4 million and $77.9 million for the three months ended March 31, 2016 and 2015, respectively. The increase was attributable to higher revenues generated in the quarter as a result of recent mineral stream acquisitions Antamina and Antapaccay.

Investing Activities

Cash used in investing activities was $482.0 million for the quarter compared to $21.1 million in the same period of 2015. The increase was due to the acquisitions of interests in mineral properties in 2016 compared to 2015, in particular the Antapaccay acquisition of $500.0 million.

Financing Activities

Net cash provided by financing activities was $405.4 million for the quarter compared to a use of $23.6 million for 2015. The increase in cash provided is attributable to the funds raised from the equity issuance of 19.2 million shares resulting in $883.5 million net proceeds to the Company. This inflow of funds was partially used to repay the $460.0 million remaining drawn on the credit facility.

Cash Resources and Liquidity

Our performance is impacted by foreign currency fluctuations of the Canadian dollar and Australian dollar relative to the U.S. dollar. The largest exposure we have is with respect to the Canadian/U.S. dollar exchange rate as we hold a significant amount of our assets in Canada and report our results in U.S. dollars. The effect of this volatility in these currencies against the U.S. dollar impacts our corporate administration, business development expenses and depletion on mineral and oil & gas interests incurred in our Canadian and Australian entities due to their respective functional currencies. The Canadian dollar traded in a range of $0.6854 to $0.7715, closing the quarter at $0.7710, and the Australian dollar traded between $0.6859 and $0.7668.

As at March 31, 2016, our cash, cash equivalents and short-term investments totaled $186.9 million (December 31, 2015 - $168.0 million). In addition, we held investments at March 31, 2016 with a combined value of $114.0 million (December 31, 2015 - $94.8 million), of which $83.0 million was held in publicly traded equity instruments (December 31, 2015 - $64.6 million).

Management’s objectives when managing capital are to:

(a) ensure the preservation and availability of capital by investing in low risk investments with high liquidity; and

(b) ensure that adequate levels of capital are maintained to meet requirements.

Typically Franco-Nevada invests its excess funds in term deposits, treasury bills of the U.S. government, Canadian federal and provincial governments and high quality corporate bonds. As at March 31, 2016, the majority of funds were held in cash deposits with several financial institutions. As at March 31, 2016, investments had maturities upon acquisition of 92 days. Accordingly, as at March 31, 2016, the investments were classified as short-term investments.

Our near-term cash requirements include funding of the Cobre Panama commitments, corporate administration costs, certain costs of operations, payment of dividends and income taxes directly related to the recognition of royalty and stream revenues. As a royalty/stream company, there are limited requirements for capital expenditures other than for the acquisition of additional royalties/streams and working interests’ capital commitments. Such acquisitions are entirely discretionary and will be consummated through the use of cash, as available, or through the issuance of common shares or other equity or debt securities or use of our credit facility. We believe that our current cash resources, our available credit facility and future cash flows will be sufficient to cover the cost of our commitments under the various stream agreements, administrative expenses, costs of operations and dividend payments for the foreseeable future.

Ore and Refined Gold Purchase Commitments

The following table summarizes Franco-Nevada’s commitments to pay for gold, silver and PGMs to which it has the contractual right pursuant to the associated precious metals agreements:

	Attributable Payable Production to be Purchased						Per Ounce Cash Payment 1,2								Term of	Date of
Interest	Gold		Silver		PGM		Gold			Silver			PGM		Agreement3	Contract

Antamina	n/a		22.5	%4	n/a		n/a			5		%5	n/a		40 years	7-Oct-15
Candelaria	68	%6	68	%6	n/a		$	400		$	4.00		n/a		40 years	6-Oct-14
Cobre Panama	—	%7	—	%8	n/a		$	406		$	6.09		n/a		45 years	2-Nov-15
Karma	4.875	%9	n/a		n/a		20		%10	n/a			n/a		40 years	11-Aug-14
Palmarejo	50	%	n/a		n/a		$	400		n/a			n/a		Life-of-Mine11	20-Jan-09
Guadalupe	50	%	n/a		n/a		$	800		n/a			n/a		40 years	2-Oct-14
Sabodala	6	%12	n/a		n/a		20		%13	n/a			n/a		40 years	12-Dec-13
MWS	25	%	n/a		n/a		$	400		n/a			n/a		40 years14	2-Mar-12
Cooke 4	7	%	n/a		n/a		$	400		n/a			n/a		40 years	5-Nov-09
Sudbury15	50	%	n/a		50	%	$	400		n/a			$	400	40 years	15-Jul-08
Antapaccay	—	%16	—	%17	n/a		20		%18	20		%19	n/a		40 years	10-Feb-16

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

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, with the exception of Palmarejo.

3 Subject to successive extensions.

4 Subject to a fixed payability of 90%. Percentage decreases to 15.0% after 86,000,000 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 Percentage decreases to 40% after 720,000 ounces of gold and 12.0 million ounces of silver have been delivered under the agreement.

7 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 to 1,716,188 ounces of gold delivered, thereafter 63.4% of the gold in concentrate.

8 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 to 29,731,000 ounces of silver delivered, thereafter 62.1% of the silver

9 Gold deliveries are fixed at 15,000 ounces per annum from March 31, 2016 until February 28, 2021. Thereafter, percentage is 4.875%.

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

11 Agreement is capped at 400,000 ounces of gold.

12 Gold deliveries are fixed at 1,875 ounces per month until December 31, 2019. Thereafter, percentage is 6% of gold produced.

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

14 Agreement is capped at 312,500 ounces of gold.

15 The Company is committed to purchase 50% of the precious metals contained in ore from the properties. Cash payment is based on gold equivalent ounces.

16 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.

17 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.

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

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

Cobre Panama Stream Agreement

The Company has funding commitments under the Cobre Panama stream agreement as described in the Guidance section above.

CAPITAL RESOURCES

As of May 4, 2016, $1.0 billion, or its Canadian dollar equivalent, is available under our unsecured credit facility. Advances under the facility bear interest depending upon the currency of the advance and leverage ratio. In 2015, Franco-Nevada increased its credit facility from $500.0 million to $1.0 billion and extended the maturity to November 12, 2020. As of May 4, 2016, U.S. and Canadian dollar advances under the facility would bear interest rates of 3.95% and 2.90%, respectively. We can also draw funds using LIBOR 30-day rates plus 120 basis points under our credit facility.

Standby fees of $0.4 million (2015 - $0.3 million), interest of $0.8 million (2015 - $NIL) and amortization of issuance costs of $0.1 million (2015 - $0.1 million) were incurred and paid for the three months ended March 31, 2016.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with IFRS requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience. However, actual outcomes may differ from the amounts included in the consolidated financial statements.

Our significant accounting policies and estimates are disclosed in notes 2 and 3 of our most recent annual consolidated financial statements.

NEW ACCOUNTING STANDARDS ISSUED BUT NOT YET EFFECTIVE

IAS 12 Income Taxes

IAS 12, “Income taxes” (“IAS 12”) provides guidance on the recognition of deferred tax assets. In January 2016 the International Accounting Standards board issued amendments to clarify the requirements for recognizing deferred tax assets on unrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base. They also clarify certain other aspects of accounting for deferred tax assets. The amendments are effective for annual periods beginning on or after January 1, 2017. Early adoption is not yet permitted as they have not been incorporated into the CPA Canada Handbook, Part 1 - IFRS.

The Company is currently assessing the impact of IAS 12 on the consolidated financial statements.

OUTSTANDING SHARE DATA

Franco-Nevada is authorized to issue an unlimited number of common and preferred shares. A detailed description of the rights, privileges, restrictions and conditions attached to the authorized shares is included in our Annual Information Form for the year ended December 31, 2015, a copy of which can be found on SEDAR at www.sedar.com and in our 40-F, a copy of which can be found on EDGAR at www.sec.gov.

As of May 4, 2016, the number of common shares outstanding or issuable pursuant to other outstanding securities is as follows:

Common Shares		Number
Outstanding		177,760,466
Issuable upon exercise of Franco-Nevada warrants(1)		6,510,752
Issuable upon exercise of Franco-Nevada options(2)		1,280,455
Issuable upon exercise of special warrant(3)		2,000,000
Issuable upon vesting of Franco-Nevada RSUs		158,712
Diluted common shares		187,710,385

1 The warrants have an exercise price of C$75.00 per share and an expiry date of June 16, 2017.

2 There were 1,280,455 stock options under our share compensation plan outstanding to directors, officers, employees and others with exercise prices ranging from C$15.20 to C$65.76 per share.

3 In connection with the transaction with Taseko Mines Limited, one special warrant was granted to Taseko which will be exchangeable into 2,000,000 purchase share warrants once Taseko’s New Prosperity project gets fully permitted and financed. Each purchase share warrant will entitle Taseko to purchase one Franco-Nevada common share at a price of C$75.00 per share before June 16, 2017. New Prosperity’s most recent permit application was denied earlier in 2014.

Franco-Nevada has not issued any preferred shares.

INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining Franco-Nevada’s internal control over financial reporting and other financial disclosure and our disclosure controls and procedures.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Franco-Nevada’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Franco-Nevada; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Franco-Nevada are being made only in accordance with authorizations of management and directors of Franco-Nevada; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Franco-Nevada’s assets that could have a material effect on Franco-Nevada’s financial statements. Internal control over other financial disclosure is a process designed to ensure that other financial information included in this MD&A, fairly represents in all material respects the financial condition, results of operations and cash flows of Franco-Nevada for the periods presented in this MD&A.

Franco-Nevada’s disclosure controls and procedures are designed to provide reasonable assurance that material information relating to Franco-Nevada, including its consolidated subsidiaries, is made known to management by others within those entities, particularly during the period in which this report is prepared and that information required to be disclosed by Franco-Nevada in its annual filings, interim filings or other reports filed or

submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

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

For the three months ended March 31, 2016, there has been no change in Franco-Nevada’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Franco-Nevada’s internal control over financial reporting.

NON-IFRS FINANCIAL MEASURES

Adjusted EBITDA and Adjusted EBITDA per share

Adjusted EBITDA and Adjusted EBITDA per share are non-IFRS financial measures, which exclude the following from net income and earnings per share (“EPS”):

· Income tax expense/recovery;

· Finance expenses;

· Finance income;

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

· Gains/losses on the sale of investments;

· Impairment charges related to royalty, stream and working interests and investments;

· Depletion and depreciation; and

· Non-cash costs of sales.

Management uses Adjusted EBITDA and Adjusted EBITDA per share to evaluate the underlying operating performance of the Company as a whole for the reporting periods presented, and to assist with the planning and forecasting of future operating results. Management believes that Adjusted EBITDA and Adjusted EBITDA per share allow investors and analysts to better evaluate the results of the underlying business of the Company. While the adjustments to net income and EPS in these measures include items that are both recurring and non-recurring, management believes that Adjusted EBITDA and Adjusted EBITDA per share are useful measures of the Company’s performance because foreign exchange, gains/losses on sale of investments and impairment charges do not reflect the underlying operating performance of our business and are not necessarily indicative of future operating results. Adjusted EBITDA and Adjusted EBITDA per share are intended to provide additional information to investors and analysts, do not have any standardized meaning under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Reconciliation of Net Income to Adjusted EBITDA:

	Three months ended March 31,
(expressed in millions, except per share amounts)	2016			2015
Net Income	$	30.0		$	19.2
Income tax expense	8.1			9.0
Finance expenses	1.3			0.4
Finance income	(1.1		)	(0.8		)
Depletion and depreciation	65.5			51.7
Non-cash costs of sales	1.8			1.1
Impairment charges	—			0.1
Gains/losses on sale of investments	(1.5		)	—
Foreign exchange (gains)/losses and other (income)/expenses	(0.4		)	2.6
Adjusted EBITDA	$	103.7		$	83.3
Basic Weighted Average Shares Outstanding	166.8			156.5

Basic EPS	$	0.18		$	0.12
Income tax expense	0.05			0.05
Finance expenses	0.01			—
Finance income	(0.01		)	—
Depletion and depreciation	0.39			0.33
Non-cash costs of sales	0.01			0.01
Impairment charges	—			—
Gain/Losses on sale of investments	(0.1		)
Foreign exchange (gains)/losses and other (income)/expenses	—			0.02
Adjusted EBITDA per share	$	0.62		$	0.53

Margin

Margin is a non-IFRS financial measure which is defined by the Company as Adjusted EBITDA divided by revenue. Management uses Margin to evaluate the performance of the Company’s portfolio and we believe Margin provides a meaningful measure for investors and analysts to evaluate our overall ability to generate cash flow from our royalty, stream and working interests. Margin is intended to provide additional information, does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for a measure of performance in accordance with IFRS.

Reconciliation of Net Income to Margin:

	Three months ended March 31,
(expressed in millions, except Margin)	2016			2015
Net Income	$	30.0		$	19.2
Income tax expense	8.1			9.0
Finance expenses	1.3			0.4
Finance income	(1.1		)	(0.8		)
Depletion and depreciation	65.5			5.7
Non-cash costs of sales	1.8			1.1
Impairment charges	—			0.1
Gains/losses on sale of investments	(1.5		)
Foreign exchange (gains)/losses and other (income)/expenses	(0.4		)	2.6
Adjusted EBITDA	$	103.7		$	83.3
Revenue	132.0			109.2
Margin	78.6		%	76.3		%

Adjusted Net Income and Adjusted Net Income per share

Adjusted Net Income and Adjusted Net Income per share are non-IFRS financial measures, which exclude the following from net income and EPS:

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

· Gains/losses on the sale of investments;

· Impairment charges related to royalty, stream and working interests and investments;

· Unusual non-recurring items;

· Impact of income taxes on these items.

Management uses Adjusted Net Income and Adjusted Net Income per share to evaluate the underlying operating performance of the Company as a whole for the reporting periods presented, and to assist with the planning and forecasting of future operating results. Management believes that Adjusted Net Income and Adjusted Net Income per share allow investors and analysts to better evaluate the results of the underlying business of the Company. While the adjustments to net income and EPS in these measures include items that are both recurring and non-recurring, management believes that Adjusted Net Income and Adjusted Net Income per share are useful measures of the Company’s performance because foreign exchange, gains/losses on sale of investments and impairment charges do not reflect the underlying operating performance of our business and are not necessarily indicative of future operating results. Adjusted Net Income and Adjusted Net Income per share are intended to provide additional information to investors and analysts, do not have any standardized meaning under IFRS and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

Reconciliation of Net Income to Adjusted Net Income:

	Three months ended March 31,
(expressed in millions, except per share amounts)	2016			2015
Net Income	$	30.0		$	19.2
Foreign exchange (gains)/losses and other (Income)/expenses, net of income tax	(2.0		)	3.2
Impairment charges, net of income tax	—			—
Indexation adjustment	—			(0.4		)
Valuation allowance	—			0.9
Adjusted Net Income	$	28.0		$	22.9
Basic Weighted Average Shares Outstanding	166.8			156.5

Basic EPS	$	0.18		$	0.12
Foreign exchange(gains)/losses and other (income)/expenses, net of income tax	(0.01		)	0.02
Impairment charges, net of income tax	—			—
Indexation adjustment	—			—
Valuation allowance	—			0.1
Adjusted Net Income per share	$	0.17		$	0.15

CAUTIONARY STATEMENT ON FORWARD LOOKING INFORMATION

This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995, respectively, which may include, but are not limited to, statements with respect to future events or future performance, management’s expectations regarding Franco-Nevada’s growth, results of operations, estimated future revenues, carrying value of assets, future dividends and requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue, future demand for and prices of commodities, expected mining sequences, business prospects and opportunities. 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 and assumptions are accurate and that such reserves and resources and gold equivalent ounces (“GEOs”) 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 Franco-Nevada to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from any forward-looking statements, 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 and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; regulatory, political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not the Company is determined to have “passive foreign investment company” (“PFIC”) status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; potential changes in Canadian tax treatment of offshore streams; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; actual mineral content may differ from the reserves and resources contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in

which Franco-Nevada holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious diseases; and the integration of acquired assets. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Franco-Nevada holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; the Company’s ongoing income and assets relating to determination of its PFIC status; no material changes to existing tax treatment; no adverse development in respect of any significant property in which Franco-Nevada holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance. Franco-Nevada cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. For additional information with respect to risks, uncertainties and assumptions, please refer to Franco-Nevada’s most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedar.com and Franco-Nevada’s most recent Annual Report filed on Form 40-F filed with the SEC on www.sec.gov. The forward-looking statements herein are made as of the date of this MD&A only and Franco-Nevada does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

Exhibit 99.3

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

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

	March 31, 2016			December 31, 2015

ASSETS
Cash and cash equivalents (Note 4)	$	176.3		$	149.2
Short-term investments (Notes 5 & 8)	10.6			18.8
Receivables (Note 8)	49.9			65.1
Prepaid expenses and other (Note 6)	32.5			41.6
Current assets	269.3			274.7

Royalty, stream and working interests, net	3,749.5			3,257.5
Investments (Notes 5 & 8)	114.0			94.8
Deferred income tax assets	16.4			16.1
Other assets (Note 7)	32.0			31.2

Total assets	$	4,181.2		$	3,674.3

LIABILITIES
Accounts payable and accrued liabilities	$	18.2		$	18.0
Current income tax liabilities	1.7			2.8
Current liabilities	19.9			20.8

Debt (Note 13)	—			457.3
Deferred income tax liabilities	27.1			33.2
Total liabilities	47.0			511.3

SHAREHOLDERS’ EQUITY (Note 14)
Common shares	4,626.7			3,709.0
Contributed surplus	42.5			44.3
Deficit	(310.7		)	(302.2		)
Accumulated other comprehensive loss	(224.3		)	(288.1		)
Total shareholders’ equity	4,134.2			3,163.0

Total liabilities and shareholders’ equity	$	4,181.2		$	3,674.3

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

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

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

	For the three months ended March 31,
	2016			2015

Revenue (Note 9)	$	132.0		$	109.2

Costs and expenses
Costs of sales (Note 10)	24.4			22.4
Depletion and depreciation	65.5			51.7
Impairment of royalty, stream and working interests	—			0.1
Corporate administration (Notes 11 & 14(c))	5.4			4.1
Business development	0.3			0.5
	95.6			78.8

Operating income	36.4			30.4

Foreign exchange gain (loss) and other income (expenses) (Note 5)	1.9			(2.6		)
Income before finance items and income taxes	38.3			27.8

Finance items
Finance income	1.1			0.8
Finance expenses	(1.3		)	(0.4		)
Net income before income taxes	38.1			28.2

Income tax expense (Note 12)	8.1			9.0

Net income	$	30.0		$	19.2

Other comprehensive income (loss):
Items that may be reclassified subsequently to profit and loss:
Unrealized gain (loss) in market value of available-for-sale investments, net of income tax of $0.2 (2015-income tax recovery of $1.1) (Note 5)	15.8			(6.7		)
Realized change in market value of available-for-sale investments	(1.5		)	—
Currency translation adjustment	49.5			(89.2		)
Other comprehensive income (loss):	63.8			(95.9		)

Total comprehensive income (loss)	$	93.8		$	(76.7	)

Basic earnings per share (Note 15)	$	0.18		$	0.12
Diluted earnings per share (Note 15)	$	0.18		$	0.12

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

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	For the three months ended March 31,
	2016			2015
Cash flows from operating activities
Net income	$	30.0		$	19.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and depreciation	65.5			51.7
Other non-cash items	(0.5		)	0.1
Gain on sale of investments (Note 5)	(1.5		)	—
Non-cash cost of sales (Note 10)	1.8			1.1
Deferred income tax expense (Note 12)	2.6			1.7
Share-based payments (Note 14(c))	1.3			1.4
Unrealized foreign exchange loss	0.2			2.5
Mark-to-market on warrants (Note 5)	—			0.2
	99.4			77.9
Changes in non-cash assets and liabilities:
Decrease in receivables	15.2			16.2
Increase in prepaid expenses and other	(14.6		)	(22.8		)
Decrease in current liabilities	(0.9		)	(1.9		)
Net cash provided by operating activities	99.1			69.4

Cash flows from investing activities
Proceeds on sale of investments	10.6			—
Acquisition of investments	(0.7		)	(21.6		)
Proceeds from the sale of gold bullion	24.9			14.2
Acquisition of royalty, stream and working interests	(516.1		)	(12.9		)
Purchase of property and equipment	—			(0.1		)
Purchase of oil & gas well equipment	(0.7		)	(0.7		)
Net cash used in investing activities	(482.0		)	(21.1		)

Cash flows from financing activities
Net proceeds from issuance of common shares (Note 14)	883.5			—
Repayment of Credit Facility (Note 13)	(460.0		)	—
Payment of dividends (Note 14(b))	(28.3		)	(23.9		)
Proceeds from exercise of stock options (Note 14(a))	10.2			0.3
Net cash provided by (used in) financing activities	405.4			(23.6		)
Effect of exchange rate changes on cash and cash equivalents	4.6			(18.7		)
Net change in cash and cash equivalents	27.1			6.0
Cash and cash equivalents at beginning of period	149.2			592.5
Cash and cash equivalents at end of period	$	176.3		$	598.5

Supplemental cash flow information:
Cash paid for interest expense and loan standby fees during the period	$	1.2		$	0.3
Income taxes paid during the period	$	5.5		$	9.8

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

FRANCO-NEVADA CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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

						Accumulated
						other
	Share capital		Contributed			comprehensive
	(Note 14)		Surplus			income (loss)			Deficit			Total Equity

Balance at January 1, 2016	$	3,709.0	$	44.3		$	(288.1	)	$	(302.2	)	$	3,163.0
Net income	—		—			—			30.0			30.0
Other comprehensive income	—		—			63.8			—			63.8
Total comprehensive income	—		—			—			—			93.8
Equity offering	894.0		—			—			—			894.0
Exercise of stock options	13.5		(3.3		)	—			—			10.2
Share-based payments	—		1.5			—			—			1.5
Dividend reinvestment plan	10.2		—			—			—			10.2
Dividends declared	—		—			—			(38.5		)	(38.5		)
Balance at March 31, 2016	$	4,626.7	$	42.5		$	(224.3	)	$	(310.7	)	$	4,134.2

Balance at January 1, 2015	$	3,656.6	$	45.5		$	(98.8	)	$	(197.8	)	$	3,405.5
Net income	—		—			—			19.2			19.2
Other comprehensive loss	—		—			(95.9		)	—			(95.9		)
Total comprehensive loss	—		—			—			—			(76.7		)
Exercise of stock options	0.8		(0.5		)	—			—			0.3
Share-based payments	—		1.4			—			—			1.4
Dividend reinvestment plan	7.2		—			—			—			7.2
Dividends declared	—		—			—			(31.1		)	(31.1		)
Balance at March 31, 2015	$	3,664.6	$	46.4		$	(194.7	)	$	(209.7	)	$	3,306.6

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

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 and 2015

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

Note 1 — Corporate Information

Franco-Nevada Corporation (“Franco-Nevada” or the “Company”) is incorporated under the Canada Business Corporations Act. The Company is a gold-focused royalty and stream company with additional interests in silver, platinum group metals, oil & gas and other resource assets. The majority of revenues are generated from a diversified portfolio of properties in the United States, Canada, Mexico, Peru, Chile and Africa. The portfolio includes approximately 340 assets covering properties at various stages from production to early stage exploration.

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 condensed interim consolidated 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 interim financial statements, including IAS 34 “Interim Financial Reporting”. These condensed interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2015 and were prepared using the same accounting policies, method of computation and presentation as were applied in the annual financial statements for the year ended December 31, 2015. These condensed interim consolidated financial statements were authorized for issuance by the Board of Directors on May 4, 2016.

The financial information 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 quarter ended March 31, 2016 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 interim consolidated 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) New Accounting Standards Issued But Not Yet Effective

IAS 12, “Income taxes” (“IAS 12”) provides guidance on the recognition of deferred tax assets. In January 2016, the International Accounting Standards board issued amendments to clarify the requirements for recognizing deferred tax assets on unrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base. They also clarify certain other aspects of accounting for deferred tax assets. The amendments are effective for annual periods beginning on or after January 1, 2017. Early adoption is not yet permitted as they have not been incorporated into the CPA Canada Handbook, Part 1 - IFRS.

The Company is currently assessing the impact of the amendment to IAS 12 on the consolidated financial statements.

Note 3 — Acquisitions

On February 26, 2016, the Company acquired a $500.0 million precious metals stream from Glencore plc with reference to production from the Antapaccay mine located in Peru. Under the stream agreement, gold and silver deliveries are initially referenced to copper in concentrate shipped. The Company will receive 300 ounces of gold and 4,700 ounces of silver for each 1,000 tonnes of copper in concentrate shipped, until 630,000 ounces of gold and 10.0 million ounces of silver have been delivered. Thereafter, the Company will receive 30% of the gold and silver shipped. The Company will pay an on-going price of 20% of the spot price of gold and silver until 750,000 ounces of refined gold and 12.8 million ounces of refined silver have been delivered. Thereafter, the on-going price will increase to 30% of the spot price of gold and silver.

The acquisition has been classified as an asset acquisition.

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 and 2015

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

Note 4 - Cash and Cash Equivalents

As at March 31, 2016 and December 31, 2015, cash and cash equivalents were primarily held in interest-bearing deposits.

	At March 31, 2016		At December 31, 2015
Cash deposits	$	155.0	$	137.9
Term deposits	21.3		11.3
	$	176.3	$	149.2

Note 5 — Investments

	At March 31, 2016		At December 31, 2015
Short-term investments
Term deposits	$	10.6	$	18.8
Total short-term investments	$	10.6	$	18.8

Non-current investments
Equity investments	$	86.9	$	68.3
Warrants	0.1		0.1
Loan Receivable	27.0		26.4
Total Investments	$	114.0	$	94.8

Non-current investments

These investments comprise: (i) equity interests in various public and non-public entities which the Company acquired through the open market or through transactions; (ii) warrants in various publicly-listed companies; and (iii) a loan receivable from Noront acquired through the Ring of Fire transaction in 2015. Equity investments have been designated as available-for-sale and, as a result, have been recorded at fair value. One equity investment of a non-public entity, having a carrying value of $4.0 million, has been designated as an equity investment held at cost as no reliable estimate of fair value can be determined because there is no publicly available information in which to estimate future cash flows, associated operating costs or capital expenditures and no alternative active market. Management does not intend to dispose of the investment and expects to recover the carrying value through the payment of dividends.

The loan receivable has been designated as loans and receivables under IFRS and is carried at amortized cost using the effective interest rate method.

As at March 31, 2016, the market value of certain of these investments increased compared to their values at December 31, 2015 and the Company recorded an unrealized gain of $15.8 million (2015 — loss of $6.7 million), net of an income tax expense of $0.2 million (2015 — $1.1 million income tax recovery), in other comprehensive income. The company also sold certain available-for-sale investments and re-classified $1.5 million gain (2015 - $NIL) from other comprehensive income (loss) to net income.

As at March 31, 2016, the market value of the publicly-traded warrants remained the same compared to their value as at December 31, 2015 and the Company recorded a mark-to-market loss of $NIL (2015 — loss of $0.2 million) in the consolidated statement of income.

Note 6 — Prepaid Expenses and Other

Prepaid expenses and other comprise the following:

	At March 31, 2016		At December 31, 2015
Gold bullion	$	12.5	$	21.0
Prepaid gold	7.0		7.0
Prepaid expenses	12.4		13.6
Debt issue costs	0.6		—
	$	32.5	$	41.6

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 and 2015

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

Note 7 — Other Assets

Other assets comprise the following:

	At March 31, 2016		At December 31, 2015
Prepaid gold	$	12.4	$	14.1
Oil & gas well equipment, net	16.9		16.4
Furniture and fixtures, net	0.6		0.7
Debt issue costs	2.1		—
	$	32.0	$	31.2

Note 8 - Fair Value Measurements

There were no transfers between the levels of the fair value hierarchy in the three months to March 31, 2016. There were also no changes made to any of the valuation techniques applied as of December 31, 2015. 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 (ie 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.

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

	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Aggregate
As at March 31, 2016	(Level 1)		(Level 2)		(Level 3)		Fair Value
Cash and cash equivalents	$	176.3	$	—	$	—	$	176.3
Short-term investments	10.6						10.6
Receivables from provisional gold equivalent sales	—		9.1		—		9.1
Available-for-sale equity investments	82.9		—		—		82.9
Warrants	0.1		—		—		0.1
	$	269.9	$	9.1	$	—	$	279.0

	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Aggregate
As at December 31, 2015	(Level 1)		(Level 2)		(Level 3)		Fair Value
Cash and cash equivalents	$	149.2	$	—	$	—	$	149.2
Short-term investments	18.8						18.8
Receivables from provisional gold equivalent sales	—		9.3		—		9.3
Available-for-sale equity investments	64.5		—		—		64.5
Warrants	0.1		—		—		0.1
	$	232.6	$	9.3	$	—	$	241.9

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 and 2015

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

Fair Values of Financial Assets and Liabilities

The fair values of the Company’s remaining financial assets and liabilities which include 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.

Assets Measured at Fair Value on a Non-Recurring Basis:

As at December 31, 2015	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Aggregate Fair Value
Royalty, stream and working interests	$	—	$	—	$	302.0	$	302.0
Oil well equipment	—		—		16.3		16.3
	$	—	$	—	$	318.3	$	318.3

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

a) Cash and cash equivalents

The fair values of cash and cash equivalents, including interest bearing deposits, are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

b) Receivables

The fair values of receivables arising from gold and platinum group metal 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.

c) Investments

The fair values of publicly-traded investments, including available-for-sale equity investments and warrants, 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.

d) Royalty, stream, working interests and oil well equipment

The fair values of royalty, stream, working interests and oil well equipment are determined primarily using a market approach using unobservable discounted future cash-flows. As a result, the fair values are classified within Level 3 of the fair value hierarchy.

Note 9 — Revenue

Revenue is comprised of the following:

	Three months ended March 31, 2016		Three months ended March 31, 2015
Mineral royalties	$	34.6	$	36.1
Mineral streams	91.4		66.0
Sale of prepaid gold	2.4		1.6
Oil & gas interests	3.6		5.5
Total	$	132.0	$	109.2

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 and 2015

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

Note 10 — Costs of Sales

Costs of sales comprise:

	Three months ended March 31, 2016		Three months ended March 31, 2015
Per ounce cost of stream sales	$	21.7	$	20.2
Cost of prepaid ounces	1.8		1.1
Production taxes	0.6		0.6
Oil & gas operating costs	0.3		0.5
Total	$	24.4	$	22.4

Note 11 — Related Party Disclosures

Key management personnel include the Board of Directors and executive management team. Compensation for key management personnel of the Company was as follows:

	Three months ended March 31, 2016		Three months ended March 31, 2015
Salaries and short-term benefits (1)	$	0.7	$	0.8
Share-based payments (2)	1.7		1.0
Total	$	2.4	$	1.8

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

(2) Represents the expense of stock options, restricted share units earned and mark-to-market charges on deferred share units during the period.

Note 12 - Income Taxes

	Three months ended March 31, 2016		Three months ended March 31, 2015
Current income tax expense	$	5.5	$	7.3
Deferred income tax expense	2.6		1.7
Income tax expense	$	8.1	$	9.0

Note 13 - Revolving Term Credit Facility

The Company has a five year $1.0 billion unsecured revolving term credit facility (“Credit Facility”). During 2015, the Company amended its Credit Facility by increasing the available credit from $500.0 million to $1.0 billion and extending the term to November 12, 2020. The funds were drawn as 30-day LIBOR loans with the associated interest rate based on 30-day LIBOR rates plus 1.20%.

On March 7, 2016 and March 21, 2016, the Company repaid $230.0 million and $230.0 million on the credit facility respectively (2015 - $NIL). As of March 21, 2016, no amount remains withdrawn under the credit facility and the entire $1.0 billion facility remains available.

The unamortized debt issue costs associated with the credit facility are shown under prepaids and other in the amounts of $0.6 million and other assets of $2.1 million.

Note 14 - Shareholders’ equity

a) Common shares

The Company’s authorized capital stock includes an unlimited number of common shares (issued 177,760,466 common shares) having no par value and preferred shares issuable in series (issued nil).

On February 19, 2016, the Company completed a bought deal financing with a syndicate of underwriters for 19.2 million common shares at $47.85 per common share. The net proceeds to the Company were $883.5 million after deducting share issue costs and expenses of $36.6 million. The Company recorded a deferred tax asset of $10.5 million relating to the share issue costs.

During the three months ended March 31, 2016, the Company issued 312,025 common shares (2015 — 24,840 common shares) upon the exercise of stock options for proceeds of $10.2 million (2015 - $0.3 million). In addition, 166,075 common shares were issued in aggregate pursuant to the terms of the Company’s Dividend Reinvestment Plan (“DRIP”) (2015 — 144,941 common shares).

FRANCO-NEVADA CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2016 and 2015

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

b) Dividends

The Company declared dividends in the amount of $38.5 million, or $0.21 per share, in the three months ended March 31, 2016 (2015 - $31.1 million, or $0.20 per share). The Company paid cash dividends in the amount of $28.3 million (2015 - $23.9 million) in the three months ended March 31, 2016 and issued common shares valued at $10.2 million pursuant to its DRIP (2015 - $7.2 million).

c) Stock-based payments

During the three months ended March 31, 2016, an expense of $1.3 million (2015 - $1.4 million) related to stock options and restricted share units has been included in corporate administration in the consolidated statement of income.

Note 15 — Earnings per Share (“EPS”)

For the three months ended March 31, 2016

	Earnings (Numerator)		Shares (Denominator)	Per Share Amount
Basic EPS	$	30.0	166.8	$	0.18
Effect of dilutive securities	—		0.6	—
Diluted EPS	$	30.0	167.4	$	0.18

For the three months ended March 31, 2015

	Earnings (Numerator)		Shares (Denominator)	Per Share Amount
Basic EPS	$	19.2	156.5	$	0.12
Effect of dilutive securities	—		1.1	—
Diluted EPS	$	19.2	157.6	$	0.12

As at March 31, 2016, warrants to purchase 6,510,752 common shares (2015 — 6,510,769), 61,856 restricted share units (2015 — 85,147) and no stock options (2015 — no stock options) were excluded from the computation of diluted EPS due to the exercise price of the warrants being greater than the weighted average price of the common shares for the quarter ended March 31, 2016 and due to the performance criteria for the vesting of the RSUs having not been measurable prior to and as at March 31, 2016.

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, David Harquail, President and Chief Executive Officer of Franco-Nevada Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended March 31, 2016.

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

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

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

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

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

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

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

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

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

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2016 and ended on March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 4, 2016


(signed) David Harquail

David Harquail, Chief Executive Officer
Franco-Nevada Corporation

Exhibit 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Sandip Rana, Chief Financial Officer of Franco-Nevada Corporation, certify the following:

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

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

5.2 N/A

5.3 N/A

Date: May 4, 2016


(signed) Sandip Rana

Sandip Rana, Chief Financial Officer
Franco-Nevada Corporation

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Form 6-K FRANCO NEVADA Corp For: Mar 31

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