NEWS RELEASE: Franco-Nevada Announces US$ 550 Million Bought Deal Financing

TORONTO, February 10, 2016 – Franco-Nevada Corporation (“Franco-Nevada” or the “Company”) (TSX: FNV; NYSE: FNV) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets, and Scotiabank, pursuant to which they have agreed to purchase, on a bought deal basis, 11,500,000 common shares of Franco-Nevada at a price of US$47.85 per common share (the “Offering Price”), for aggregate gross proceeds to Franco-Nevada of approximately US$550 million (the “Offering”).

The underwriters will also have the option, exercisable in whole or in part, at any time for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,725,000 common shares at the Offering Price to cover overallotments,if any. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the Offering to Franco-Nevada will be approximately US$633 million.

The Company plans to use the net proceeds of the Offering for the funding of Franco-Nevada’s acquisition of a precious metals stream with reference to production from Glencore plc’s (“Glencore”) Antapaccay Mine located in Peru, as announced on February 10, 2016 (the “Antapaccay Transaction”), and the balance will be added to the working capital of the Company and used for further investments and other general corporate purposes. The completion of the Offering is not conditional upon the successful completion of the Antapaccay Transaction.

The Company expects to file a preliminary prospectus supplement to its existing base shelf prospectus on or about February 10, 2016 and intends to file a final prospectus supplement to its existing base shelf prospectus on or about February 11, 2016, in each case with the securities regulatory authorities in each of the provinces and territories in Canada and the U.S. Securities and Exchange Commission (“SEC”).

The Offering is scheduled to close on or about February 19, 2016, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange, the New York Stock Exchange and the securities regulatory authorities.

The Company has filed a registration statement (including the existing base shelf prospectus) with the SEC for the Offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the
Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the Company, any underwriter or any dealer participating in the Offering will arrange to send you the prospectus or you may request it, in Canada from BMO Capital Markets, Brampton Distribution Centre C/O The
Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4020 or by email at [email protected] and in the United States from BMO Capital Markets Corp. at 3 Times Square, 27th Floor, New York, NY 10036 (Attn. Equity Syndicate), or toll-free at 800-414-3627 or by email at [email protected]; from CIBC at [email protected] or fax to (212) 667-6303, Canada: [email protected]; in Canada from RBC Capital Markets, Attention: Distribution Centre, 277 Front St. W., 5th Floor, Toronto, Ontario M5V 2X4 (fax: 416-313-6066) and in the United States from RBC Capital Markets, LLC, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 8th floor, New York, New York 10281-8098 (telephone: 877-822-4089, fax: 212-428-6260); or in Canada from Scotiabank, Equity Capital Markets (Tel: 1-416-862-5837), Scotia Plaza, 64th Floor, 40 King St. West, M5W 2X6, Toronto, Ontario, and, in the United States from Scotiabank, Equity Capital Markets (Tel: 1-212-225-6853), 250 Vesey Street, 24th Floor, New York, NY

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Other Corporate Updates

Franco-Nevada expects to release its year end audited financial results after the market close on March 10, 2016.

• Including the first contribution from the Company’s Antamina stream, the Company expects gold equivalent ounces (“GEO”) for 2015 in the range of 357,500 to 362,500 GEOs, an approximately 23% increase over 2014.
• Revenue for 2015 is expected to be slightly higher than for 2014 despite being impacted by weaker commodity prices.
• Year-end net debt is expected to be approximately US$290 million with approximately US$460 million outstanding under the Company’s credit facility.
• An impairment is expected on the Company’s carrying value of its oil & gas assets. The impairment is estimated to range between US$60 and US$80 million. In addition, an impairment is expected on the Company’s royalty at Rubicon Minerals Corporation’s Phoenix project (which has a carrying value of US$16.6 million) due to recently revised resources.

The preliminary financial data contained in this news release is unaudited, preliminary and based on management’s estimates. Accordingly, the Company’s actual results may vary.

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 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 contact:

Stefan Axell
Director, Corporate Affairs
[email protected]

Sandip Rana
Chief Financial Officer

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