Franco-Nevada Corp. November 21, 2013 (FNV-T: C$43.35) Chris Lichtenheldt, CFA / (647) 253-1128 [email protected] BUY, Medium Risk Dundee target: C$50.00 Scott Morrison / (416) 350-3392 [email protected] Premium performance comes with a premium price Recommendation Rating: Target: Risk: 2013 EPS 2014 EPS New Last BUY C$50.00 Medium 0.95 0.94 - Gold-focused royalty and streaming company… Company Data Price (11/20/13): 52-Week Range: Market Capitalization ($MM): Enterprise Value ($MM): Shares Outstanding - Basic (MM): Shares Outstanding - Diluted (MM): 2013E Dividend Yield: Avg Daily Volume (3 Mos) (000s): Cash ($MM): Debt ($MM): Working Capital ($MM): Fiscal Year end NAV US$/sh 24.89 23.24 Price Deck: Spot Gold: C$43.35 C$33.05-58.67 US$6,092 US$5,302 146.9 157.7 1.7% 811 US$790 US$0 US$891 Decemeber 31 P/NAV LT Gold: 1.67x 1.78x $1325/oz $1244/oz EPS 2012 A 2013 E 2014 E Q1 Q2 Q3 Q4 FY P/E 0.31 0.24 0.31 0.32 1.19 35.0x 2012 2.22 18.6x A A A A A 0.28 0.22 0.24 0.23 0.95 43.7x 0.22 0.23 0.24 0.24 0.94 44.1x A A 2013 E 2014 E 1.92 E 21.5x 1.92 E 21.6x CFPS FY P/CF A A A E E E E E E E All Figures in US$ Unless Otherwise Noted Source: Bloomberg, Company reports, DCM Estimates Notes: EPS is adjusted, Avg Volume solely for TSX listing FNV: Price/Volume Chart Franco-Nevada (“Franco”) is a gold-focused royalty and streaming company listed on the TSX and NYSE under "FNV", with a market capitalization of $6.1 billion. Franco has a portfolio of 369 royalty and streaming agreements, including both producing and non-producing mineral and oil & gas assets, and an industryleading balance sheet with Q3 2013 working capital of $891MM and no debt. We view Franco’s portfolio as high-quality, with revenue derived from assets carrying an average cash operating margin of 35% during Q3 2013, and with 94% of Franco’s revenue derived from assets with a cash operating margin of more than 20% (Dundee estimates). Furthermore, we forecast 2013 gold equivalent production of 228kozs could grow by +40% to 328kozs in 2017. …with a long history of outperformance Franco IPO'd in December 2007, but also traded publicly for more than 18 years before being acquired by Newmont Mining in early 2002. Both the old Franco and the new company have a track record of consistent outperformance. In 21 of 24 years it has been a publicly-listed company (1984-2001, 2008-2013), Franco has outperformed the gold producers; and in 18 of 24 years, it has outperformed the price of gold. With its insulated cost structure, superior operational diversity, higher margins, and free exploration upside, we expect Franco to continue outperforming the average gold producer over the long-term. Furthermore, with growing production and a dividend yield of 1.7%, we also expect Franco to continue outperforming the price of gold over the long-term. Franco is expensive relative to producers, but has a superior business model We estimate Franco trades at a 2014 P/CFPS multiple of 24.3x and a P/NAV multiple of 1.78x (based on spot $1,244/oz gold), reflecting premiums of 137% and 24%, respectively, versus our gold-producer coverage. Franco is not an "inexpensive" stock, but we believe the company has a superior business model and is a suitable investment for investors looking for high-quality exposure to gold prices. Source: Factset Company Description Franco-Nevada is a gold-focused royalty and streaming company. With its 369 royalties and streams, Franco-Nevada offers exceptional geographical and operational diversity and has a long track-record of outperforming gold prices and gold equities. Initiating with a Buy rating and C$50.00 price target We derive our C$50.00 price target using a 50% weighting applied to our 24x P/CF valuation of C$47.55 and a 50% weighting to our 2.04x P/NAV valuation of C$53.06. Our multiples are based on Franco's historical premiums to the gold producing peers (detailed within). Offering exceptionally high-quality exposure to gold prices, we are initiating coverage of Franco-Nevada with a Buy rating. Please see Disclosures and Disclaimers at the end of this report. A division of Dundee Securities Ltd. Dundee Capital Markets is a registered trademark of Dundee Corporation, used under license. Franco-Nevada November 21, 2013 Contents Executive summary - Expensive, but worth it ...................................................................................................................................3 A history of outperformance ..............................................................................................................................................................8 Company description ......................................................................................................................................................................11 High-quality asset portfolio .............................................................................................................................................................14 Growing production profile and earnings ........................................................................................................................................15 Strong balance sheet ......................................................................................................................................................................17 Comparable valuation .....................................................................................................................................................................18 Valuation: Buy, C$50.00 Price target ..............................................................................................................................................23 Appendix 1 - Key assets .................................................................................................................................................................24 Appendix 2 - Management ..............................................................................................................................................................27 Appendix 3 - Risks ..........................................................................................................................................................................28 Appendix 4 - Asset summary table .................................................................................................................................................31 Appendix 5 - Royalties & Streams explained ..................................................................................................................................33 Note: All price data as of November 20, 2013. Wherever we refer to "spot" gold prices, a price of $1,244/oz was assumed unless otherwise noted. DUNDEE CAPITAL MARKETS Page | 2 Franco-Nevada November 21, 2013 EXECUTIVE SUMMARY - EXPENSIVE, BUT WORTH IT Franco-Nevada is a gold focused royalty and streaming company listed on the TSX and NYSE under "FNV", with a market capitalization of $6.1 billion. Franco-Nevada ("Franco") currently has a portfolio of 369 royalty and streaming agreements, including both producing and nonproducing mineral and oil and gas assets. The company also has a strong balance sheet with working capital of $891M and no debt as at September 30, 2013. Gold-focused royalty/streaming company Growing production from a high-quality asset base We forecast a gold equivalent production CAGR of 10% from 2013 to 2017, from 228kozs in 2013 to 328kozs by 2017 (lower left). The most significant contributors to this growth are Cobre Panama, and Detour Lake, which more than offset production declines at various other assets. To measure the quality of this production, we look at the cash operating margin of the assets which make up Franco's streaming and royalty agreements. We view Franco's portfolio as relatively high-quality, with 94% of revenue during Q3 2013 derived from assets with an operating margin of more than 20% (lower right). 94% of Q3 revenue came from assets with cash margins of +20% Q3/13 revenue curve by margin of underlying asset 70% 400 350 10% CAGR, excluding New Prosperity 300 250 200 150 100 50 0 2013E 2014E 2015E 2016E 2017E Estimated cash operating margin Gold Equivalent Ounces (kozs) Production profile (gold equivalent ounces) 60% 50% 40% 30% 20% 10% 0% -10% 0% 20% Cobre Panama 60% 80% 100% -20% -30% GEO 40% Cumulative revenue Q3 2013 Q2 2013 New Prosperity Notes: See page 13 for detailed footnotes regarding our calculations for the chart on the above right. Source: Company reports, DCM Estimates Below we outline our key operating and financial forecasts over the 2013-2017 timeframe. Despite our forecast decline in average gold prices in 2014 versus 2013, we forecast EPS and CFPS to be roughly flat as the company grows production. We expect growing production, earnings and cash flow after 2014. Key operating and financial forecasts: forecast growth in production and earnings (Dundee price deck) US$MM, unless otherwise noted 2013 2014 2015 2016 2017 Revenue $400 $407 $438 $473 $522 Production (gold equivalent ounces - GEO, kozs) 228 232 246 280 328 $80 $79 $80 $80 $415 Franco Guidance - GEO, kozs Oil and Gas Revenue Franco Guidance 215-235 $75 +$65 EBITDA $320 $334 $365 $391 EBITDA Margin (%) 80% 82% 83% 83% 79% Net Income (adjusted) $143 $142 $157 $164 $176 EPS (diluted, adjusted, US$ per share) $0.95 $0.94 $1.04 $1.09 $1.16 CFPS (diluted, pre-working capital, US$ per share) $1.92 $1.92 $2.10 $2.24 $2.40 NAV (US$ per share) $24.89 Source: Company reports, DCM Estimates DUNDEE CAPITAL MARKETS Page | 3 Franco-Nevada November 21, 2013 Below we outline Dundee's commodity price forecasts. These forecasts drive our financial forecasts within our price target calculation outlined above. However, throughout this report we also present some forecasts based on "spot" gold prices. We note any instances in which spot gold prices have been applied. Dundee commodity price forecasts 2009A 2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E Silver (US$/oz) $14.69 $20.23 $35.25 $31.13 $24.17 $22.88 $23.83 $23.00 $22.00 Gold (US$/oz) $972 $1,224 $1,570 $1,668 $1,423 $1,373 $1,430 $1,375 $1,325 Zinc (US$/lb) $0.75 $0.98 $0.99 $0.88 $0.86 $0.90 $1.00 $1.00 $0.90 Lead (US$/lb) $0.78 $0.98 $1.09 $0.93 $0.97 $1.00 $1.00 $1.00 $0.90 Copper (US$/lb) $2.34 $3.42 $4.00 $3.61 $3.24 $3.30 $3.50 $3.50 $2.75 WTI Oil (US$/bbl) $61.77 $79.52 $95.07 $94.14 $99.00 $95.00 $90.00 $90.00 $90.00 Source: DCM Estimates As stated earlier, Franco has an extensive portfolio containing nearly 370 assets, therefore providing significant operational diversity. We note, however, the company's 6 largest assets account for 33% of our NAV. Top 6 assets in portfolio (measured as % of total NAV) Weyburn 11% Well diversified portfolio with some key assets Goldstrike 6% MWS 5% Stillwater 4% Rest (363 assets plus balance sheet) 67% Detour 4% Palmarejo 3% Source: DCM Estimates Franco's history - consistent outperformance Franco has a record of significantly outperforming Franco has a long track record of exceptional value creation (lower left, page 5). We also looked at this data including the "Old Franco" (full years traded 1984-2001) and then further segmented this track record into three categories: 1) years when gold prices were down, 2) years when gold prices were flat, and 3) years when gold prices were up. Franco has consistently outperformed both the price of gold and the gold equities. DUNDEE CAPITAL MARKETS Page | 4 Franco-Nevada November 21, 2013 Franco-Nevada has consistently outperformed gold producers and the gold price Average price performance Indexed to 100 at IPO 1000 100 10 1 80% 70% 60% 50% 40% 30% 20% 10% 0% -10% -20% -30% Gold down (9 Years) New Franco-Nevada XAU Index Gold flat (6 Years) Gold up (9 Years) Gold New and old Franco Gold XAU Index Notes: 1) "XAU Index" refers to the Philadelphia Gold and Silver Index; 2) "Gold up" is defined as >3%, "Gold flat" is defined as -3 to 3% and "Gold down" is defined as <-3%; 3) The performance chart on the right includes performance from the "Old Franco" which was a public company until acquired by Newmont in 2002; 4) 2013 performance is YTD only, all other years are full calendar years; 5) Within the performance chart on the right, the averages exclude the years 1984-1987 as Franco's performance exceeded 800%. Source: Bloomberg, DCM research. Relative valuation - Premium, but not as high as it may seem Premium is not as high as it looks when actual results are used instead of forecasts Franco has historically traded at a significant premium to the gold producers when looking at forward P/CF multiples (lower left). However, this premium is not as significant if we replace the forward estimates with actual results (lower right). In other words, Franco has a better track record of achieving the forecast cash flows than its gold producing peers, which helps to justify the premium. Historical forward-looking P/CF multiples based on forecasts (L) and based on actual results (R) (2010 to present) 20 20 18 18 16 16 5.1x P/CF premium 7.6x P/CF Premium 14 14 12 12 10 10 8 8 6 6 FNV Sr. Golds FNV Sr. Golds Notes: Charts based on Bloomberg data beginning in 2010. Chart above left based on forward twelve month Bloomberg estimates. Chart above right we replace the forecast cash flows with the actual resulting cash flows. Source: Bloomberg, DCM research Premium warranted While not as significant as forward estimates make it appear, Franco still trades at a noticeable premium. We believe this premium is warranted as Franco has: 1) no direct capital cost inflation risk, 2) nominal operating cost inflation risk, 3) better operational diversity (operating risk spread across 45 producing mineral assets and 137 oil and gas assets), 4) higher margins and, 5) "free" exploration upside potential. DUNDEE CAPITAL MARKETS Page | 5 Franco-Nevada November 21, 2013 Franco also trades at a premium to SLW and RGLD Franco also trades at a premium to its royalty peers Silver Wheaton (SLW-T, Buy, C$29PT) and Royal Gold (RGLD, not covered). We note the premium relative to SLW is 9 points when looking at P/CF, but only about 2 points when looking at EV/EBITDA as Silver Wheaton has net debt totaling $978MM, whereas Franco currently has a net cash position of $790MM. Franco also trades at a premium to our gold producers and silver producers under coverage. We also note Franco's P/CF premium is currently higher than the historical average, as the company underwent a re-rating in early 2012 and has since maintained a higher premium. Franco is not an "inexpensive" stock, but we believe the company has a superior business model, when compared to the producers, and is a suitable investment for investors looking for high-quality exposure to gold. Comparable tables Company Rating Target Price Share Price NAV at Price P/NAV at P/NAV Spot P/CF at Deck Deck(1)(2)(3) (1)(3)(5) (CY)(2)(4) (2) (3) (4)(5) Deck (C$) (C$) P/CF at Spot (CY) 2013E 2014E Franco-Nevada (FNV CN) Buy $50.00 $43.35 24.89 1.67x 1.78x 21.5x 21.6x 22.0x Silver Wheaton (SLW CN) Buy $29.00 $21.85 16.82 1.24x 1.48x 13.5x 12.5x 13.9x Royal Gold (RGLD US)* na N/R $46.24 na na na 16.2x 13.1x 16.2x Gold Producers (avg) na na na na 1.02x 1.44x 8.8x 8.1x 9.1x Silver Producers (avg) na na na na 1.18x 1.83x 8.6x 11.2x 9.1x Notes: Royal Gold numbers are based on consensus Source: DCM Estimates, Bloomberg (1) NAV is based on 5% discount rate (2) Calculated at price deck gold forecasts: 2013=$1,423/oz, 2014=$1,373/oz, 2015=$1,430/oz, 2016=$1,375/oz long-term=$1,325/oz. (3) P/NAV adjusted at spot FX rates. (4) Ratios equal to or less than 0 or greater than 100 are not displayed (5) Spot silver and gold prices, forward curve base metals, spot fx 2013E 2014E 24.3x 14.8x 13.1x 10.2x 15.6x EV/EBITDA at deck (CY) Share price performance in percentage 2014E 3 Month 15.9x 13.9x 8.3x 6.8x 10.1x -11.3% -22.9% -25.8% -26.3% -22.2% YTD -23.7% -39.1% -43.2% -49.9% -37.0% 2 Year 3.5% -34.3% -39.5% -56.2% -41.2% 5 Year 201.7% 542.6% 55.8% 112.8% 334.4% Notes: 1) Figures for Royal Gold (not covered) based on Bloomberg consensus estimates; 2) "Gold Producers" and "Silver Producers" based on Dundee's gold and silver equities under coverage. Source: Bloomberg, DCM Estimates Balance sheet - positioned for opportunistic acquisitions At the end of Q3 2013, Franco had $790M in cash, $52M in short-term investments, $70M in long-term investments and no debt. With its cash, investments and undrawn credit facility of $500M, we forecast the company has roughly $1.3 billion of available capital (after giving consideration to post-Q3 acquisitions). Cobre Panama payments of $1bln over next few years We expect additional acquisitions We expect the net cash levels to decrease over the coming years as Franco makes payments on Cobre Panama (assuming the deal structure is unchanged after First Quantum's review of the project). Furthermore, while we expect the company would need to dip into a net-debt position to fund its share of Taseko's New Prosperity project, we currently exclude New Prosperity from our forecasts due to permitting challenges that we believe could halt advancement for the foreseeable future. With this strong balance sheet, we believe Franco will continue to add to its portfolio. Management's strategy is to invest at the bottom of the cycle in long-life assets with exploration upside. While the large deals, such as the $1 billion Cobre Panama stream, garner the most attention from the market, it is often the smaller, less scrutinized deals that ultimately drive the most value-creation over the long-term. For example, a $3MM investment in Goldstrike has resulted in more than $700M of royalties paid to-date; and a $2MM loan led to a 2% NSR royalty on Detour Lake, that we now value at $148MM. We expect Franco to continue to opportunistically deploy capital in smaller transactions ($075MM), which could continue to create value over the long-term. DUNDEE CAPITAL MARKETS Page | 6 Franco-Nevada Positive net cash under various gold price assumptions November 21, 2013 Cash flow and balance sheet movements based on spot gold (sensitivities dashed) 1,200 1,000 800 600 400 200 0 -200 -400 -600 Operating cash flow Investing cash flow Financing cash flow Net cash Gold at $1,500 per oz flat Gold at $1,100 per oz flat Note: We assume only 94% of production if gold were at $1,100/oz, in line with our margin analysis (see page 13), based on spot gold of $1,244, other than sensitivities. Source: DCM Estimates, company reports Dividend - currently yielding 1.7% 2013 payout ratio of 38% Based on the company's quarterly dividend of US$0.18/share, we forecast FNV shares are currently yielding approximately 1.7%. Based on spot gold prices for the remainder of the year, we forecast the 2013 payout ratio (measured as cash dividends as a percentage of cash flow from operations) will be 38%, which we believe is sustainable. Buy rating and C$50.00 Price Target We derive our C$50.00 price target using a 50% weighting applied to our 24x P/CF valuation of $47.55 and a 50% weighting to our 2.04x P/NAV valuation of C$53.06. Offering exceptionally high-quality exposure to gold prices, we rate FNV Buy. Blended P/CF, P/NAV methodology Our 24x P/CF multiple is based on Franco's 2-year average P/CF premium to the producers of 10.7 points, plus our current target multiple for the gold producers of 13.0x. To arrive at our blended P/NAV multiple of 2.04x, we apply a 3.0x P/NAV multiple to the gold assets and a 1.0x P/NAV multiple to all other assets. Our 3.0x multiple on the gold assets is based on Franco's 2-year P/CF multiple premium to the producers, in percentage terms, of roughly 130%. We apply this 130% premium to our current median target P/NAV multiple for gold producers of 1.3x. We believe Franco's historical P/CF premium is a good proxy for a target P/NAV premium as both metrics are ultimately based on cash flows. Price Target Buildup: C$50.00 price target and Buy rating Multiple NPV FTM CFPS P/NAV (Precious metals), 5% discount rate 3.00x C$13.52 C$40.57 P/NAV (oil/gas+base metals), 8% discount rate 1.00x C$6.16 C$6.16 Balance sheet items 1.00x C$6.33 C$6.33 Total 2.04x C$26.02 P/CF 24.0x C$1.98 C$ Price Target (rounded to nearest dollar) Target Weighting Total C$53.06 50% C$26.53 C$47.55 50% C$23.77 C$50.00 Source: DCM Estimates End of executive summary DUNDEE CAPITAL MARKETS Page | 7 Franco-Nevada November 21, 2013 A HISTORY OF OUTPERFORMANCE Can Franco-Nevada's outperformance continue? Franco-Nevada has a long track record of exceptional value creation. In the charts below we illustrate Franco's performance relative to the Philadelphia Gold and Silver Index ("XAU") and to the price of gold. We show performance of both the "Old Franco" (prior to being acquired by Newmont in 2002) and the new Franco-Nevada Corporation which was spun out of Newmont in December 2007. The "Old Franco" included a number of the same executives as the new Franco, most notably Pierre Lassonde (now Chairman) and David Harquail (now CEO). Both the Old and New Franco-Nevada consistently outperform gold producers and the gold price 1000 Indexed to 100 at IPO 1000 100 Old Franco 10 1 100 10 1 Franco-Nevada XAU Index New Franco-Nevada Gold XAU Index Gold Note: "Old Franco" indexed to 100 in 1990; from 1985 to 1990 Old Franco's share priced increased more than 1000%, so we had to re-index the chart in 1990 just so the other lines didn't appear perfectly flat. Source: Bloomberg Given the impressiveness of this long-running record of outperformance, we further dissected this track record looking for circumstances under which Franco underperformed its peers, or the price of gold. We segmented each year of Franco's existence into one of three categories: 1) gold prices down (<-3%), 2) gold prices flat (-3% to +3%), and 3) gold prices up (>+3%). As it turns out, Franco consistently outperformed both the price of gold and gold equities, illustrating that Franco in fact offers better gold leverage in the long-term. FNV tends to outperform no matter the direction of gold prices Average price performance Franco has tended to outperform no matter the direction of gold (averages shown) 80% 70% 60% 50% 40% 30% 20% 10% 0% -10% -20% -30% Gold down (9 Years) New and old Franco Gold flat (6 Years) Gold Gold up (9 Years) XAU Index Notes: 1) "Gold up" is defined as >3%, "Gold flat" is defined as -3 to 3% and "Gold down" is defined as <-3%, years used are 1988-2001, and 2008-2013. 2) Averages exclude the years 1984-1987 as Franco's performance exceeded 800% over that period. Source: Bloomberg DUNDEE CAPITAL MARKETS Page | 8 Franco-Nevada November 21, 2013 We acknowledge that future performance will not necessarily mimic past performance, but instead is based on the fundamentals going forward (mine-lives, quality of deals, asset quality, exploration success, balance sheet strength etc.). Nevertheless, the charts in this section clearly demonstrate a strong business model with a proven track-record. Franco appears to have established a business model capable of consistently outperforming its producing peers over the long-term. How does the market perceive Franco's deals following announcement? The market's reception to Franco's deals are mixed initially… As is the case with any company possessing a strong balance sheet (see page 17 for more detail on the balance sheet), there is always a risk the company elects to deploy its capital in investments that the market believes carry an insufficient return on capital, or unfavorable risk profile, or both. In order to gauge Franco's track-record for engaging in deals that satisfy the market (at least initially), we looked at Franco's share price performance in the 10 trading days following the announcement of several transactions over the past few years (note we focused on transactions for which there was a separate press release). Franco outperformed both the gold equities and the price of gold. Relative performance 10 days following deal announcement 20.0% 15.0% 10.0% 5.0% 0.0% -5.0% -10.0% -15.0% -20.0% -25.0% Midas Gold (May 2013 $15M) Lake Shore (Feb 2012 $35M) Kirkland (Oct 2013 $50M) Weyburn (Jan 2012 $55M) Franco Gold Lumina (Sept 2011 $66M) Weyburn (Nov 2012 $400M) Gold Wheaton Cobre Panama (Dec 2010 (Aug 2012 $830M) $1,000M) XAU Index Source: Factset, Company reports …but favourable over the long-term Management has acknowledged that Franco's deals can often appear 'fully-valued' as management is willing to pay a full price if they view promising exploration potential. To measure the long-term success of Franco's acquisition strategy, we again point to the company's long-term track-record of outperformance detailed previously. How do we perceive Franco's deals? In order to answer this question we calculated the IRR on two of Franco's recent deals under various commodity price assumptions. DUNDEE CAPITAL MARKETS Page | 9 Franco-Nevada November 21, 2013 Cobre Panama estimated IRR's Kirkland Lake estimated IRR's 9% 8.0% 8.5% 12.0% 10.7% 8% 9.9% 10.5% 10.7% 11.2% 10.0% 7% 6% 5.0% 5% 5.0% 8.0% 4.0% 6.0% 4% 3% 4.0% 2% 2.0% 1% 0% DCM Price Deck Current Spot Consensus LT Spot prices day Consensus LT prices of announcement prices day of announcement 0.0% DCM Price Deck Current Spot Consensus LT Spot prices day Consensus LT prices of prices day of announcement announcement Notes: 1) DCM commodity price forecasts are shown on page 4; 2) Spot prices include $1,244/oz gold; 3) Consensus prices taken from Bloomberg; 4) Spot prices the day of the announcement include $1,620/oz and $1,345/oz gold for Cobre Panama and Kirkland Lake, respectively. Source: DCM estimates, Bloomberg, Company reports. Cobre Panama deal looked better under gold prices at the time Based on long-term consensus commodity prices at the time of the transaction, both deals appeared to offer an IRR 8% or higher. However, assuming today's spot gold prices, the Cobre Panama deal appears less attractive as we calculate an IRR of 4%. We believe the minimum expectation is that a deal appear accretive under reasonable commodity price assumptions at the time of the announcement (i.e. spot prices or long-term consensus prices at the time of the deal). However, for a resource company to create significant value for the long-term investor, deals ideally need to be entered into at (or near) the bottom of the cycle. With the benefit of hindsight, we know the Cobre Panama deal was not entered into at the bottom, but given the exceptionally long-life of the asset (+40 years) the ultimate return will be determined over coming decades. DUNDEE CAPITAL MARKETS Page | 10 Franco-Nevada November 21, 2013 COMPANY DESCRIPTION $6.1Bln gold-focused royalty company Franco-Nevada is a gold focused royalty and streaming company listed on the TSX and NYSE under "FNV", with a market capitalization of $6.1 billion. Franco-Nevada ("Franco" hereafter) currently has a portfolio of 369 royalty and streaming agreements including both producing and non-producing mineral assets and producing oil & gas assets. As at the end of Q3 2013, the company had working capital of $891M and no debt. In addition to its gold and energy assets, Franco also holds interests in platinum group metals and other resources. Below we elaborate on Franco's business mix. ~78% of 2013 revenue from precious metals ~78% precious metal revenue, rest oil & gas and base metals On November 13, 2012, Franco purchased an additional 11.71% NRI in the Weyburn oil unit, operated by Cenovus. With this added oil exposure, we expect the company to generate roughly 19% of 2013E revenue from oil & gas. We expect the oil division's contribution to Franco's consolidated revenue to decrease over the next few years as gold revenue increases. We forecast oil & gas revenue, as a percentage of total revenue, to decline to roughly 15% by 2017 as Franco's gold stream with Cobre Panama ramps-up. Once fully ramped-up, we believe Cobre Panama could amount to roughly 20% of consolidated revenue. 2013E Revenue breakdown by type 2017E Revenue breakdown by type 15% 19% 5% 3% 78% Precious metals Base Metals Oil and Gas 80% Precious metals Base Metals Oil and Gas Source: DCM Estimates Panama to grow from 0% to 30% of NAV With respect to NAV breakdown, Franco offers an attractive political risk profile with nearly 75% of the company's NAV located in jurisdictions considered to be of lower political risk (Canada, U.S., Mexico, Australia). We note the NAV breakdown on the lower left includes our current carrying value of roughly zero for Cobre Panama. This is due to the fact Franco's $1 billion of outstanding payments completely offsets the value we carry for all future revenues from the asset (based on our long-term gold price of $1,325/oz and discount of 5%). As Franco makes its $1 billion in payments to First Quantum, our NPV for the Cobre Panama stream approaches $1 billion, at which point 30% of our NAV will be situated in Panama, as shown in the following chart on the lower right. DUNDEE CAPITAL MARKETS Page | 11 Franco-Nevada November 21, 2013 Current NAV breakdown Q1 2017 NAV breakdown - Cobre Panama grows to 30% of NAV Canada 15% Canada 11% USA Mexico 38% 10% 2% 0% 4% 2% USA 27% 8% Mexico Australia Australia Panama Panama Mauritania 5% Exploration Mauritania 30% 19% Exploration Other 27% Other 2% 1% Source: DCM Estimates 50% of NAV to come from politically stable jurisdictions We note that Panama ranks in the lowest quartile of the Fraser Institute's "Policy Potential Index" (PPI), which serves to dilute the quality of Franco's portfolio. However, in 2017 we still forecast roughly 50% of Franco's NAV will come from USA, Canada, Mexico and Australia combined. 66% of assets have +10 year lives; majority of NAV from producing assets Based on current reserves combined with our forecast for current resource conversion at the mines, we calculate an average mine life of roughly 21 years for Franco (weighted by NAV), with 66% of the company's assets carrying a mine life of more than 10 years. Based on the normal course of mine depletion, we forecast that by the end of 2016, a smaller number of Franco's assets will fall into the +20 year category, however this trend may be offset by continued exploration success. 2013 asset life estimate - producing End of 2016 asset life estimate - producing 10% 15% 10% 34% 44% 29% 37% 22% <10 yrs 10-15 yrs 15-20 yrs 20+ yrs <10 yrs 10-15 yrs 15-20 yrs 20+ yrs Note: Weyburn has a life of 37+ years, which significantly increases the weighted average mine life of 21 years stated above. Source: Company reports, DCM Estimates Project pipeline can offset production declines over the long-term As is true with every mining company, Franco needs to establish a pipeline of exploration and development stage assets that will someday replace the revenue from existing assets. In order to address this need, Franco has royalty agreements on more than 27,000 square kilometers over properties that are either in exploration or advanced development. While it is difficult to predict if/when, and to what degree, these properties may ultimately generate returns for Franco, with more than 27,000 square kilometers of land contained in 154 DUNDEE CAPITAL MARKETS Page | 12 Franco-Nevada November 21, 2013 different exploration assets, the odds are favourable that some of these properties will ultimately move into production. During a recent presentation, David Harquail (CEO) stated he believed 1 in 20 early stage properties can ultimately become 'big wins'. Land positioning by development stage - in km2 Current NAV broken down by stage of development 3,362 21% 2,879 11,380 2,943 19,672 Producing mineral Exploration mineral Exploration oil and gas 79% Advanced mineral Producing Oil and gas Operating Development Note: Exploration and producing oil and gas land packages combined amount to a total land position of 6,241km2; for the sake of the above chart we assumed each oil and gas land claim is the same size. Source: Company reports Measured in kilometers square, the majority of Franco's land package consists of nonproducing assets; however the majority of our value is naturally attributed to producing assets. Moreover, the majority of the 21% attributable to development value is comprised of Cobre Panama, Rosemont and Agi Dagi - all of which are near-production assets (with Agi Dagi and Rosemont still needing permits). As stated earlier, Franco has an extensive portfolio containing nearly 370 assets, therefore providing significant operational diversity. We note, however, the company's 6 largest assets account for 33% of our NAV. Top 6 assets in portfolio (measured as % of total NAV) Weyburn 11% Well diversified portfolio with some key assets Goldstrike 6% MWS 5% Stillwater 4% Rest (363 assets plus balance sheet) 67% Detour 4% Palmarejo 3% Source: DCM Estimates DUNDEE CAPITAL MARKETS Page | 13 Franco-Nevada November 21, 2013 HIGH-QUALITY ASSET PORTFOLIO We look at the operating margin of Franco's counterparties Franco has ~80% EBITDA margins… ...but it's more important to look at the margins of the assets themselves 94% of Franco's revenue comes from assets with +20% cash operating margins in Q3 2013 When it comes to judging asset-quality for producing companies, we would typically look at cash outlays at the various operating mines to determine the health and resiliency of the cash operating margin. In the case of Franco's asset portfolio, the margins Franco realizes are high (~80% EBITDA margins), but do not help us gauge the 'break-even' commodity price at which the underlying asset would no longer generate operating cash and, in turn, be at risk of closure. Therefore, in order to assess the health of the underlying assets that ultimately drive Franco's cash flows, we have constructed a production curve which illustrates the cash operating margin of the underlying assets that make up Franco's royalty portfolio. Unfortunately, due to disclosure limitations at the various assets, we were unable to compile "all-in sustaining costs"; however, we believe cash operating costs are still useful as they represent the majority of the costs required to operate a mine over the short and medium term. For example, when looking at the below chart, in the most recently reported quarter (Q3 2013), Franco's revenue was derived from assets with an average cash operating margin of 35%, and 94% of Franco’s revenue was derived from assets with a cash operating margin of more than 20%. In the quarter prior (Q2 2013), margins were slightly higher on average due to the drop in average gold prices from $1,420/oz in Q2 to $1,330/oz in Q3. We believe this margin curve analysis can also be useful in determining the potential 'shutdown' point for various portions of Franco's revenue stream. For example, if we look at the line representing Q3 2013, we can approximate that if gold prices were to drop 20% (i.e. from the average price of $1,330/oz in Q3 to $1,064/oz) roughly 6% of Franco's revenue would be at risk as it would be coming from assets that are no longer generating operating cash. Q3/13 revenue curve by margin of underlying asset Average cash operating margin of 35% Estimated cash operating margin 70% 60% 50% 40% 30% 20% 10% 0% -10% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% -20% -30% Cumulative revenue Q3 2013 Q2 2013 Notes: 1) To construct the curve we used the disclosed cash cost figure from the operator in all cases where such disclosure was available. If cash cost disclosure was not available, we used the disclosed EBITDA margin for the consolidated division in which that particular asset resides. For example, costs for the Sudbury assets are based on KGHM's international EBITDA (or adjusted EBITDA if EBITDA not available) 2) For Franco’s streams and/or royalties that are grouped into the “other” category, or in which cases data was unavailable (which together total 9% of Franco’s consolidated revenue in Q3 2013), we assumed the operating margins of those various royalties are distributed proportionately over the entire curve. 3) We note this is based on historical figures, and therefore does not forecast the operator's ability to lower costs in the event of a metal price downturn; 4) This curve also excludes "sustaining capital" which may or may not be necessary to sustain operations over a short period of time. Source: company reports, DCM estimates. DUNDEE CAPITAL MARKETS Page | 14 Franco-Nevada November 21, 2013 Furthermore, based on our model for Cobre Panama, we believe this curve will improve slightly as this project moves into production over the coming years. Q3/13 estimated margin curve if Cobre Panama were in production We don't expect the curve to change much when Cobre Panama begins Estimated cash operating margin 70% 60% 50% 40% 30% 20% 10% 0% -10% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% -20% -30% Cummulative revenue Q3 2013 With Cobre Panama Notes: See notes from the previous figure. Cost estimates for Cobre Panama are based on Dundee Capital Markets model and not necessarily based on company guidance. Source: DCM Estimates, Company reports GROWING PRODUCTION PROFILE AND EARNINGS 10% production CAGR from 2013 to 2017 Between 2013 and 2017 we expect 10% compound annual growth in "gold-equivalent" production. The most significant contributor to this growth is Cobre Panama which more than offsets production declines at other assets. We note, however, the Cobre Panama project is undergoing a complete review, and therefore forecasts for this project could materially change in the future (we discuss this topic in greater detail in Appendix 1). If Taseko Mine's New Prosperity project is ultimately permitted and goes into production by 2017, for example, we believe the production CAGR over this same timeframe could be 15%; however we do not include the project in our forecasts given ongoing permitting challenges. Production profile (gold equivalent ounces) - mining assets We exclude new prosperity from our production forecasts Gold Equivalent Ounces (kozs) 400 350 10% CAGR, excluding New Prosperity 300 250 200 150 100 50 0 2013E 2014E GEO 2015E Cobre Panama 2016E 2017E New Prosperity Source: DCM estimates DUNDEE CAPITAL MARKETS Page | 15 Franco-Nevada November 21, 2013 Below we outline our key operating and financial forecasts over the 2013-2017 timeframe. Despite our decline in forecast average gold prices in 2014 versus 2013, we forecast EPS and CFPS will be roughly flat as the company grows production. We expect growing production, earnings and cash flow after 2014. Key operating and financial forecasts (based on Dundee commodity price forecasts) US$MM, unless otherwise noted 2013 2014 2015 2016 2017 Revenue $400 $407 $438 $473 $522 Production (gold equivalent ounces - GEO, kozs) 228 232 246 280 328 $80 $79 $80 $80 $415 Franco Guidance - GEO, kozs 215-235 Oil and Gas Revenue $75 Franco Guidance +$65 EBITDA $320 $334 $365 $391 EBITDA Margin (%) 80% 82% 83% 83% 79% Net Income (adjusted) $143 $142 $157 $164 $176 EPS (diluted, adjusted, US$ per share) $0.95 $0.94 $1.04 $1.09 $1.16 CFPS (diluted, pre-working capital, US$ per share) $1.92 $1.92 $2.10 $2.24 $2.40 NAV (US$ per share) $24.89 Source: DCM Estimates Historically more royalties than streams, but this is changing Production breakdown by type 350 Gold Equivalent Ounces (kozs) Cobre Panama will increase the amount of gold from "streams" In terms of gold-equivalent-ounces (GEOs), we forecast roughly 44% of Franco's 2014 production will come from streams and this could grow to roughly 52% by 2017 as Cobre Panama is a streaming agreement. Given streaming-agreements have an ongoing cost per ounce associated with them, we expect Franco's EBITDA margin to decline very slightly over the coming years - however both streams and royalties generally offer high margins when compared to producing assets and, most importantly, are generally not exposed to unexpected increases in costs. 300 250 200 150 100 50 0 2013E 2014E Royalty ounces 2015E 2016E 2017E Stream ounces Source: DCM Estimates DUNDEE CAPITAL MARKETS Page | 16 Franco-Nevada November 21, 2013 STRONG BALANCE SHEET $891M working cap and no "debt" - but $1bln owing to First Quantum $1.3billion of available capital Available cash will decrease as payments on Cobre Panama are made Cash balance could dip further with additional transactions As of the end of Q3 2013, Franco had $790M in cash, $52M in short-term investments and another $70M in long-term investments. Franco's total working capital amounted to $891M and the company has a further $500M in undrawn credit and no debt on the balance sheet. Altogether, Franco currently has access to roughly $1.3 billion of available capital (including Q4 transactions up to November 21st). While we expect Franco's balance sheet to remain relatively strong, we expect the net cash levels to decrease over the coming years as the company makes its Cobre Panama payments. Based on the current deal structure, Franco would be making its initial $100M payment on Cobre Panama either in late 2013 or early 2014 and we forecast the total agreed payments of $1 billion would be made by the end of Q2 2016. However, on its Q3 2013 results conference call, management indicated they would not be making payments until after First Quantum's full review of the project has been completed (expected by the end of 2013). Therefore we now model the first payment will occur in Q1 2014. If Taseko Mines receives its permit on the New Prosperity project, Franco would likely make payments totaling $350M over 2015/2016; however given permitting challenges we currently do not include these payments within our forecasts. Based on the current spot gold price of $1,244/oz, we believe Franco's net cash position could decline from $790MM at the end of Q3 2013 to a low of $188MM in Q2 2016. We do not expect the company to dip into a net-debt position unless the New Prosperity project advances or if the company consumes its cash on transactions or if gold prices drop below $1,100 (or a combination of both). Given Franco's stated desire to remain low/no-debt, we believe the company is unlikely to do large deals at this point in time. Instead, we expect the company to continue engaging in smaller transactions such as the recent $50MM Kirkland Lake royalty acquisition. Cash flow and balance sheet movements based on spot gold (sensitivities dashed) 1,200 1,000 Strong balance sheet even under $1,100/oz gold 800 600 400 200 0 -200 -400 -600 Operating cash flow Investing cash flow Financing cash flow Net cash Gold at $1,500 per oz flat Gold at $1,100 per oz flat Note: We assume only 94% of production if gold were at $1,100/oz, in line with our margin analysis (see page 14) Based on spot gold of $1,244, other than sensitivities. Source: DCM Estimates, company reports Dividend - current yield of 1.7% Based on the company's quarterly dividend of US$0.18/share, we forecast FNV shares are currently yielding around 1.7%. Based on spot gold prices for the remainder of the year, we forecast the 2013 payout ratio (measured as cash dividends as a % of cash flow from DUNDEE CAPITAL MARKETS Page | 17 Franco-Nevada November 21, 2013 operations) will be 38%. This will represent a significant increase over the 2008-2012 period which ranged from 17-25%. However, even at spot gold prices going forward, we believe the payout ratio will remain below 45%. The payout rate continues to be affordable for Franco and management remains committed to the dividend. COMPARABLE VALUATION Franco trades at a significant premium… Franco has historically traded at a significant premium to its gold producing peers. To illustrate this premium, we outline the average P/CF multiple point difference between Franco and its gold producing peers from the beginning of 2010 (this data is based on Bloomberg consensus forward-twelve-month cash flow per share forecasts. Consensus FTM P/CF multiple premium (Franco minus average gold producer) 18.0 16.0 Average 10.7x pts 14.0 12.0 FNV underwent a re-rating in 2012 10.0 8.0 6.0 4.0 2.0 Average 6.2x pts 0.0 FNV-Sr Gold (Spread) 2010-2012 Average Average since 2012 Note: Gold producers used in this analysis include: ABX, G, NEM, K, AEM, IMG, YRI, ELD, NEM and spreads are based on a simple average of these companies. Source: Bloomberg As can be seen above, this premium gapped higher in early 2012 due to continued disappointments from the gold producers (capex blowouts, production misses etc.) followed by a decline in gold prices, under which Franco's business model is more resilient. The average premium since the start of 2012 has been roughly 10.7 points, which is what we apply within our price target methodology (detailed later in this report). …but it's not as high as it looks As noted above, Franco trades at a noticeable premium relative to the gold producers when looking at forward estimates. However, this apparent premium is not nearly as significant when looking at the actual results. In other words, Franco has a better track record for achieving the forecast cash flows than its gold producing peers. Historically, the P/CF premium appears to be 7.6 points… In order to illustrate this difference between the perceived premium and the actual premium, we compared P/CF multiples based on forward looking estimates to P/CF multiples based on the actual results for that period. Specifically, using available Bloomberg data beginning in 2010, we first looked at the forward price to cash flow multiples (i.e. share price divided by forecast cash flows over the coming twelve months). This is a representation of the perceived P/CF multiples for Franco and for the gold producing peer group. When looking at this data, it appears Franco trades at a P/CF multiple of 18.7x vs. the gold producers at 11.1x, or a premium of 7.6 points. DUNDEE CAPITAL MARKETS Page | 18 Franco-Nevada November 21, 2013 P/CF multiples based on forecast cash flows; Franco appears to carry a 7.6 point premium 20 18 16 7.6x P/CF Premium 14 12 10 8 6 FNV … but this premium is only 5.1 points when looking at actual results… Sr. Golds Notes: "Sr. Golds" includes ABX, G, NEM, K, AEM, IMG, YRI, ELD, NEM. Data differs slightly from above chart as this chart includes different time frames due to data availability. Source: Bloomberg, DCM Estimates Next, we replace the forecast cash flows for each period of time with the actual cash flows for that period. Here we see that Franco was actually trading at a P/CF multiple of 19x vs. the gold producers of 13.9x, or a multiple point difference of only 5.1x. Again, this is because the gold producers, on average, delivered cash flow per share figures considerably below expectations. P/CF multiples based on actual cash flows; Franco actually carries a 5.1 point premium 20 18 5.1x P/CF premium 16 14 12 10 8 6 FNV Sr. Golds Notes: "Sr. Golds" includes ABX, G, NEM, K, AEM, IMG, YRI, ELD, NEM. Source: Bloomberg, Company reports Next we summarize the implied premium when looking at forward estimates versus the premium when looking at actual results. DUNDEE CAPITAL MARKETS Page | 19 Franco-Nevada November 21, 2013 Implied vs. actual FNV valuation premium 8 7.6x 7 6 5.1x 5 … so Franco has a better track record for achieving results vs. the gold producers 4 3 2 1 0 Implied multiple premium Actual multiple premium Source: Bloomberg, company reports, DCM Estimates We believe this 5.1 historical multiple point premium for Franco is warranted for the following reasons: 1) no direct capital cost inflation risk, 2) nominal operating cost inflation risk, 3) better operational diversity (operating risk spread across 45 producing mineral assets and 137 oil and gas assets), 4) higher margins and, 5) "free" exploration upside potential (i.e. Franco does not contribute to exploration expenditures, but does benefit from discoveries). We believe this premium is warranted as gold producers, on average, have a relatively poor track record for achieving planned targets, as demonstrated by the above charts. Franco trades at a premium on most other metrics as well Franco also trades at a premium to the other royalties Due to its strong track record and diversified asset portfolio, Franco trades at a premium to its producing peers (both gold and silver), and Franco also trades at a noticeable premium to Silver Wheaton (SLW, Buy C$29.00PT) and Royal Gold (RGLD, not covered), which are similar to Franco as both are precious metal royalty/streaming companies. 2014E P/CF (based on Dundee price deck) 2014E EV/EBITDA (based on Dundee price deck) 20x 25x 21.6x 15.9x 20x 13.9x 15x 15x 13.1x 12.5x 10.1x 11.2x 10x 10x 8.3x 6.8x 8.1x 5x 5x 0x 0x FNV RGLD SLW Silver producers Gold producers FNV SLW Silver producers RGLD Gold producers Note: Consensus estimates used for RGLD as the stock is not covered by Dundee Capital Markets. Source: DCM Estimate, Bloomberg We note the premium relative to SLW is more than 9 points when looking at P/CF, but only about 2 points when looking at EV/EBIDTA. This is mainly due to the fact Silver Wheaton has net debt totaling $978MM, whereas Franco currently has a net cash position of $790MM. DUNDEE CAPITAL MARKETS Page | 20 Franco-Nevada November 21, 2013 P/NAV (based on Dundee price deck) 1.75 2014E P/E (based on Dundee price deck) 1.67x 45x 39.8x 40x 1.50 1.24x 1.25 35x 1.18x 1.02x 30x 1.00 25x 0.75 20x 23.2x 21.4x 17.7x 15x 0.50 14.4x 10x 0.25 5x 0.00 0x FNV SLW Silver producers Gold producers FNV RGLD Silver producers SLW Gold producers Note: P/NAV not available for RGLD, P/E for RGLD based on Bloomberg estimates as the stock is not covered by Dundee Capital Markets. Source: DCM Estimates, Bloomberg When looking at P/NAV, we note Franco trades at a 0.43 multiple point premium to SLW. Both companies have similar business models and both have excellent track records of outperforming the underlying commodity and outperforming their respective producing peers. It is important to recognize, however, that Franco has not always traded at such a significant premium, and in fact traded at a discount to Silver Wheaton prior to 2012. FNV's premium compared to SLW has expanded over the past couple years… Franco's FTM P/CF premium over SLW (FNV P/CF minus SLW P/CF) 12.0 10.0 8.0 6.0 4.0 2.0 0.0 -2.0 -4.0 -6.0 -8.0 -10.0 -12.0 Average 6.2 pts Average -0.5 pts FNV SLW Spread Average 2010-March 21, 2012 SLW tax audit becomes known Average since March 22, 2012 Note: current spread differs slightly from above chart as this chart is based on Bloomberg data and the above chart is based on DCM estimates. Source: Company reports, Bloomberg, DCM Estimates …we believe this is mainly due to SLW's ongoing tax audit We believe this recent valuation gap between Franco and Silver Wheaton exists for three main reasons (in order of significance): 1) the investment community is concerned about Silver Wheaton's ongoing tax audit; 2) Franco has a stronger balance sheet with its net cash position of $790MM versus Silver Wheaton's net debt position of $978MM; and 3) silver's additional volatility relative to gold has deterred some investors. While we will not go into full details regarding Silver Wheaton's ongoing tax audit within this report, we will summarize the situation by saying we believe the worst-case outcome would be full taxation for Silver Wheaton (albeit we believe this is a low-probability event). However, we note any legislative changes calling for full taxation of SLW would likely impact DUNDEE CAPITAL MARKETS Page | 21 Franco-Nevada November 21, 2013 Franco as well - although to a much lesser degree given Franco has fewer tax-sheltered streaming deals. We believe FNV has less tax risk than SLW Given Franco's premium relative to Silver Wheaton has expanded due to taxation, we believe it is prudent to assess the valuation of both of these companies under a scenario of full taxation. Below we show our forecast "current" and "full-tax" P/NAVs for Franco and Silver Wheaton. Franco-Nevada premium over Silver Wheaton drops if we assume "full taxation" for both 4% premium 2.0x 1.67 1.5x P/NAV 1.67 35% premium 1.60 1.24 1.0x 0.5x 0.0x Current Full-tax FNV SLW Note: Based on Dundee price deck, shown on page 15. Source: DCM Estimates, Bloomberg Our methodology for calculating these "full-tax" scenarios include applying a 26% tax rate to all assets that are currently structured to pay an ongoing tax rate of less than 3% (i.e. taxsheltered assets). Based on this structure, we expect the impact to Franco's NAV would effectively be zero; we believe this for two reasons: 1) 226 of Franco's 232 mineral agreements are set up as royalties (not "streams"), which are already taxed, and 2) based on the spot gold price of $1,244/oz, the $1 billion of payments on Cobre effectively shelters Franco from tax until year 2029 anyway. Franco has less taxable stream- revenue Comparable tables Company Rating Target Price Share Price (C$) (C$) NAV at Price P/NAV at P/NAV Spot P/CF at Deck Deck(1)(2)(3) (1)(3)(5) (CY)(2)(4) Deck(2) (3) P/CF at Spot (CY) (4)(5) 2013E 2014E 2013E 2014E Franco-Nevada (FNV CN) Buy $50.00 $43.35 24.89 1.67x 1.78x 21.5x 21.6x 22.0x Silver Wheaton (SLW CN) Buy $29.00 $21.85 16.82 1.24x 1.48x 13.5x 12.5x 13.9x Royal Gold (RGLD US)* na N/R $46.24 na na na 16.2x 13.1x 16.2x Gold Producers (avg) na na na na 1.02x 1.44x 8.8x 8.1x 9.1x Silver Producers (avg) na na na na 1.18x 1.83x 8.6x 11.2x 9.1x Notes: Royal Gold numbers are based on consensus Source: DCM Estimates, Bloomberg (1) NAV is based on 5% discount rate (2) Calculated at price deck gold forecasts: 2013=$1,423/oz, 2014=$1,373/oz, 2015=$1,430/oz, 2016=$1,375/oz long-term=$1,325/oz. (3) P/NAV adjusted at spot FX rates. (4) Ratios equal to or less than 0 or greater than 100 are not displayed (5) Spot silver and gold prices, forward curve base metals, spot fx 24.3x 14.8x 13.1x 10.2x 15.6x EV/EBITDA at deck (CY) Share price performance in percentage 2014E 3 Month 15.9x 13.9x 8.3x 6.8x 10.1x -11.3% -22.9% -25.8% -26.3% -22.2% YTD -23.7% -39.1% -43.2% -49.9% -37.0% 2 Year 3.5% -34.3% -39.5% -56.2% -41.2% 5 Year 201.7% 542.6% 55.8% 112.8% 334.4% Notes: Estimates for Royal Gold (not covered) are based on Bloomberg estimates. Source: Bloomberg, DCM Estimates DUNDEE CAPITAL MARKETS Page | 22 Franco-Nevada November 21, 2013 VALUATION: BUY, C$50.00 PRICE TARGET We derive our C$50.00 price target using a 50% weighting applied to our 24x P/CF valuation of C$47.55 and a 50% weighting to our 2.04x P/NAV valuation of C$53.06. Blended P/CF, P/NAV methodology Our 24x P/CF multiple is based on Franco's 2-year average P/CF premium to the producers of 10.7 points, plus our current target multiple for the gold producers of 13.0x. To arrive at our blended P/NAV multiple of 2.04x, we apply a 3.0x P/NAV multiple to the gold assets and a 1.0x P/NAV multiple to all other assets. Our 3.0x multiple on the gold assets is based on Franco's 2-year P/CF multiple premium to the producers, in percentage terms, of roughly 130%. We apply this 130% premium to our current median target P/NAV multiple for gold producers of 1.3x. We believe Franco's historical P/CF premium is a good proxy for a target P/NAV premium as both metrics are ultimately based on cash flows. Price Target Buildup Multiple NPV P/NAV (Precious metals), 5% discount rate 3.00x C$13.52 C$40.57 P/NAV (oil/gas+base metals), 8% discount rate 1.00x C$6.16 C$6.16 Balance sheet items 1.00x C$6.33 C$6.33 Total 2.04x C$26.02 P/CF 24.0x C$ Price Target (rounded to nearest dollar) FTM CFPS C$1.98 Target Weighting Total C$53.06 50% C$26.53 C$47.55 50% C$23.77 C$50.00 Source: DCM Estimates Offering exceptionally high-quality exposure to gold prices, we rate Franco-Nevada a Buy. DUNDEE CAPITAL MARKETS Page | 23 Franco-Nevada November 21, 2013 APPENDIX 1 - KEY ASSETS Cobre Panama – A long life, low cost, expandable asset; but awaiting clarity on plans Copper project owned by First Quantum Cobre Panama is an open-pit copper project located in Pamana, owned by First Quantum, and is currently in development with initial production expected in 2016. With a current reserve-life of 40 years, Cobre Panama offers substantial leverage to long-term copper prices (for FM shareholders) and gold prices (for FNV shareholders). Based on Dundee forecasts, we believe Cobre Panama will fall in the 1st quartile of the copper cash cost curve once in production, making Cobre Panama an attractive asset. Franco-Nevada announced a $1 billion streaming deal in August 2012 on Cobre Panama (owned by Inmet at the time). We forecast the deal entitles Franco to an average of 86.1k ounces of gold equivalent over the first 11 years of the project. Cobre Panama Stream levels Deliver period 1 Delivery period 2 Delivery period 3 ~years 1-11 ~years 12-31 ~Beyond original mine plan Gold Au Delivered Average attributable AuEq production of 86kozs over first 10 years Delivery terms 0 to 808kozs 808kozs to 1,716kozs Greater than 1,716kozs 120 oz per 1MM lbs Cu 81 oz per 1MM lbs Cu 63.4% of Au in Con. 0 to 9,842kozs 9,842 to 29,731kozs Greater than 29,731kozs Silver Ag delivered Delivery terms 1,376 oz per 1MM lbs Cu 1,776 oz per 1MM lbs Cu 62.1% of Ag in Con. GoldEq (60:1 ratio) AuEq delivered 0 to 972kozs 972 to 2,212kozs Greater than 2,212kozs Delivery terms 143 oz per 1MM lbs Cu 111 oz per 1MM lbs Cu ~63% of AuEq in Con. 86.1kozs 65kozs Average AuEq delivered (Dundee forecast) Source: Company reports, Dundee estimates Franco has protection built in to the deal Unlike most streaming deals, which are based on a percentage of the gold or silver produced at the mine, the precious metal streams in this deal are tied proportionately to production of the primary metal - copper in this case - for the first 31 years of production. This structure provides protection against any disappointments in gold/silver production from the mine, and serves to better align Franco's interests with the natural production incentives the operator has. Other clauses written into the deal that protect Franco shareholders include: 1) Franco's stream is secured by a pledge of First Quantum's interest in MPSA, the project operator, and 2) Franco is entitled to top-up payments if the mill capacity expansion to 240,000 tpd is delayed beyond year 10 (initial capacity is 160,000 tpd). Potential for changes to the deal's structure? Frist Quantum views the deal as "unfortunate" We believe its possible deal terms could be revisited Following First Quantum's acquisition of Inmet, which closed in April 2013, the Cobre Panama agreement is now between Franco and First Quantum. Based on comments made by Philip Pascall (First Quantum's Chairman), we believe First Quantum would rather not have this deal with Franco. Within a letter addressed to Inmet shareholders dated January 9th 2013, Philip stated "…the streaming transaction announced on August 20, 2012, forward sells the precious metals stream from Cobre Panama, resulting in an unfortunate loss of opportunity and an increase in the cost of copper production." With its acquisition of Cobre Panama, First Quantum has undertaken a full review of the project in order to maximize its economics. The conclusion of this review is expected before the end of 2013. First Quantum's update on Cobre Panama will be a key issue to watch as it could have implications to Franco's stream. Given First Quantum's statements regarding its distaste for the streaming agreement, we believe it is possible the companies could potentially renegotiate some of the terms of the deal. DUNDEE CAPITAL MARKETS Page | 24 Franco-Nevada November 21, 2013 Franco has not yet made payment on the transaction. Based on the current terms, Franco is set to begin making payments after First Quantum has spent $1 billion on the project. Thereafter, Franco will contribute $1.00 of every $4.00 spent on Cobre Panama until Franco has contributed $1 billion. We expect Franco's payments to begin in early 2014, unless the terms are altered. New Prosperity - not included in our forecasts, but could add $1.50/share to our NAV We exclude New Prosperity from our forecasts… …so it could add $1.50/shr to our NAV is permit is granted Taseko’s New Prosperity project, located in British Columbia, Canada, is a permitting-stage asset on which Franco holds a streaming agreement. The agreement would see Franco purchase 22% of gold produced for $400/oz. With estimated annual gross production of ~300kozs over the first 5 years, Franco's share would be ~66kozs. The capital payments required by FNV would be $350MM and are only owed if the project is permitted. However, we note permitting of this project is challenged. Permitting at New Prosperity remains a significant risk for this project as the permit was already denied once in 2010 over environmental concerns. This led to a redesign of the mine which was submitted to the government for review. Most recently, on October 31st 2013, the government panel reviewing the project again declared that New Prosperity will result in significant adverse environmental impacts. On November 5th, Taseko responded with a press release stating the panel had relied upon the wrong design and Taskeo intended to challenge aspects of the panel's findings. The panel's opinion has been submitted to the Federal Minister of the Environment, who has a maximum of 120 days to decide if it will allow the project to proceed. We do not currently ascribe any value to this project within our valuation; however if the permit is granted we believe this could increase our operating NAV by roughly 8.3%, or $1.50/share. Weyburn - a 50 year operating history with decades to go FNV's most important oil & gas asset Weyburn is a Cenovus operated light/medium oil producing asset located in Saskatchewan. Weyburn is a long-life asset, commencing production in 1963 with current reserves out to 2050 (Dundee forecast). Following several transactions, Franco-Nevada now holds a 0.44% ORR, a 2.26% WI, and an 11.7% net royalty interest (NRI - similar to NPI) on the asset. The 11.7% net royalty interest was added in November 2012 at a cost of C$400MM. Weyburn is now the largest contributor to Franco's Oil & Gas Division. Weyburn is the most important oil & gas asset Source: company investor day presentation DUNDEE CAPITAL MARKETS Page | 25 Franco-Nevada Numerous expansions have extended Weyburn's life November 21, 2013 Over its production history, Weyburn has undergone numerous expansions. Most recently a CO2 Enhanced Oil Recovery (EOR) project was undertaken in the year 2000. The project injected C02 at high pressure, which acts as a solvent to wash oil from between pore spaces in the rock, thereby increasing production. The injection also reduces viscosity so the oil flows more easily and also causes the oil to swell and expand out of spaces. Weyburn - historical production Could see another expansion before 2022 Source: Company presentation The production profile of this asset is expected to peak in 2022, however we believe the asset could undergo another CO2 injection to offset natural production declines. Any such injection could result in a capital call to Franco which we have not yet built into our model given the timing and levels of required capital are uncertain. Therefore, we currently model a production decline after the year 2022 with current reserves depleted in 2050. DUNDEE CAPITAL MARKETS Page | 26 Franco-Nevada November 21, 2013 APPENDIX 2 - MANAGEMENT David Harquail, President & CEO - Mr. Harquail has been the President and CEO of FrancoNevada since its IPO in 2007. Previously Mr. Harquail held senior positions within Newmont and Newmont Capital, including Executive Vice President of Business Development and Exploration, and has worked within the Franco-Nevada group of companies since 1987. He has a degree in geological engineering from The University of Toronto, and an MBA from McGill. Pierre Lassonde, Chairman - Mr. Lassonde was the president of Newmont Mining from 2002-2006, and previously was the co-founder and co-CEO of the original Franco-Nevada. He served as the Chairman of the World Gold Council, and currently serves as a director. He holds a degree in Electrical Engineering from Ecole Polytechnique and an MBA from The University of Utah, and honorary PhDs from both University of Utah and The University of Toronto. Sandip Rana, CFO - Mr. Rana joined Franco-Nevada in 2010, prior to this he worked with the Four Seasons Hotel as a Vice-President, Corporate Finance. Additionally, he held treasurer and Controller roles at the original Franco-Nevada through the 1990s and up to 2002. He is a Chartered Accountant, and holds a Bachelor of Business Administration degree from the Schulich School of Business. Geoff Waterman, COO - Mr. Waterman has a long history of working within Franco-Nevada, Old Franco, and Newmont. His time includes his current role as COO, previously he was VP, Oil and Gas at Newmont Capital, and was VP Oil and Gas at the Old Franco, and was Controller of Old Franco ('92-'99). Prior to this, he was an Auditor from 1988-1992 with Coopers and Lybrand. Mr. Waterman holds a Bachelor's degree in economics from Trent University. Paul Brink, SVP Business Development - Mr. Brink joined Franco-Nevada in 2006, and has played a significant role in the mergers and acquisitions subsequently entered into by the company. He previously held the role of Director of Corporate Development at Newmont, and additionally was VP, Investment Banking at BMO Nesbitt Burns Inc. He holds a Bachelor's degree in Mechanical Engineering from the University of Witwatersrand and a Master's degree in Management Studies from Oxford. DUNDEE CAPITAL MARKETS Page | 27 Franco-Nevada November 21, 2013 APPENDIX 3 - RISKS Mine closures under lower metal prices Margins at underlying assets have dropped While Franco enjoys industry-leading profit margins, the same is not always true for the underlying assets from which Franco derives its revenue. Furthermore, the health of the underlying assets is not apparent by assessing Franco's financials; we must look at the margins of the underlying mines. With the 22% drop in gold prices during 2013, the margins on many of the underlying assets have dropped materially, driving heightened concerns around potential mine closures. To assess this risk we have constructed a production curve illustrating the cash operating margin of the underlying assets that make up Franco's royalty portfolio. For example, when looking at the below chart, in the most recently reported quarter (Q3 2013), 94% of Franco's reported revenue was derived from assets that had an operating margin of more than 20%. Q3/13 Estimated margin chart for royalties 70% Estimated cash operating margin We believe FNV's portfolio is very resilient, but if prices drop materially, so could production and revenue We believe this margin curve analysis can also be useful in determining the potential 'shutdown' point for various portions of Franco's revenue stream. For example, if we look at the line representing Q3 2013, we can approximate that if gold prices were to drop 20% (i.e. from the average price of $1,330/oz in Q3 to $1,064/oz) roughly 6% of Franco's revenue would be at risk as it would be coming from assets that are no longer generating operating cash. [Notes: due to disclosure limitations, the below chart excludes sustaining capex which could result in a higher break-even gold price. Conversely, this chart is based on historical figures, and therefore does not forecast the operator's ability to lower costs in the event of a further metal-price downturn]. 60% 50% 40% 30% 20% 10% 0% -10% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% -20% -30% Cumulative revenue Q3 2013 Q2 2013 Notes: 1) to construct the curve, we use the disclosed cash cost figure from the operator in all cases where the disclosure was available. If cash cost disclosure was not available, we used the disclosed EBITDA margin for the consolidated division in which that particular asset resides. For example, costs for the Sudbury assets are based on KGHM's international EBITDA (or adjusted EBITDA if EBITDA not available); 2) For Franco’s streams and/or royalties that are grouped into the “other” category or assets which report on a semi-annual basis (which total 9% of Franco’s consolidated revenue in Q3/Q2 2013), we assumed the operating margins of those various royalties are distributed proportionately over the entire curve; 3) We note this is based on historical figures, and therefore does not forecast the operator's ability to lower costs in the event of a metal-price downturn. Source: company reports, DCM estimates. 7% of our NAV is made up of projects that are not yet permitted These projects include: Courageous Lake, Goldfields, Agi Dagi, Perama Hill, BruceJack, Golden Meadows, Gurupi, Relincho, Rosemont, and Taca Taca. It is difficult to predict the timing and the outcome of these permitting processes, therefore there is some risk to our DUNDEE CAPITAL MARKETS Page | 28 Franco-Nevada November 21, 2013 NAV if these projects fail to obtain permits. The most significant permitting risk is associated with New Prosperity, which we do not include in our NAV at this time. Uncertainty around Cobre Panama's timeline Cobre Panama timeline/forecasts could change Following First Quantum's acquisition of Inmet in March of 2013, First Quantum indicated it would be revisiting development plans for the project sometime before year end 2013. While Franco's capital commitments are fixed at $1 billion, the company could be negatively impacted by any delays in the timing of production. Other risks as per Franco's disclosure The below paragraphs are excerpts from Franco's 2012 Annual Information Form. For full detail on these risks please see Franco's 2012 Annual Information Form starting on page 89. Changes in the market price of the commodities that underlie the royalty, stream working and other interests will affect the profitability of Franco-Nevada and revenue generated therefrom. The operations of the properties in which Franco-Nevada holds an interest is generally determined by third party property owners and operators, and Franco-Nevada has limited decision making power as to how these properties are operated, and the operators' failure to perform could affect the revenues generated by Franco-Nevada. Franco-Nevada will have limited access to data and disclosure regarding the operation of properties, which will affect its ability to assess the royalty's/stream's performance. Franco-Nevada depends on its operators for the calculation of royalty/stream payments. It may not be able to detect errors and payment calculations may call retroactive adjustments. Several royalties/streams are significant to Franco-Nevada and any adverse development related to these properties will affect the revenue derived from the royalty/stream. Franco-Nevada is dependent on the payment of royalties/streams by the owners and operators of the relevant properties and any delay in or failure of such royalty/stream payment will affect the revenues generated by the asset portfolio. Certain royalty/stream interests and working interests are subject to rights in favour of others or third parties that could adversely affect the revenues generated from the asset portfolio. The asset portfolio includes a number of royalty interests based on net profits, and the revenue derived from such royalty interests is dependent upon factors beyond the control of Franco-Nevada that may have an adverse effect on the overall revenues generated by the asset portfolio. Franco-Nevada may enter into acquisitions or other material royalty or streaming transactions at any time. Franco-Nevada may experience difficulty attracting and retaining qualified management and technical personnel to efficiently operate its business. Increased competition for the royalty/stream interests and resource investments could adversely affect Franco-Nevada's ability to acquire additional royalties, streams and other investments in mineral and oil and natural gas properties. Royalty/stream and other interests may not be honoured by operators of a project. There may be unknown defects in the asset portfolio. Current global financial conditions continue to be challenging. DUNDEE CAPITAL MARKETS Page | 29 Franco-Nevada November 21, 2013 Franco-Nevada's revenue, earnings, the value of its treasury and the value it records for its assets are subject to variations in foreign exchange rates, which may adversely affect the revenue generated by the asset portfolio or cause adjustments to the recorded value of assets. The ability to pay dividends will be dependent on the financial condition of Franco-Nevada. Certain of Franco-Nevada's directors and officers serve in similar positions with other public companies, which could put them in a conflict position from time to time. Franco-Nevada can provide no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favourable and Franco-Nevada may have to raise additional capital through the issuance of additional equity, which could result in dilution to Franco-Nevada's shareholders. If Franco-Nevada expands its business beyond the acquisition of royalty/stream interests, Franco-Nevada may face new challenges and risks which could affect its profitability, results of operations and financial condition. Potential litigation affecting the properties in which Franco-Nevada holds its royalty/stream interests could have an adverse effect on Franco-Nevada. DUNDEE CAPITAL MARKETS Page | 30 Franco-Nevada November 21, 2013 APPENDIX 4 - ASSET SUMMARY TABLE Asset Name Agi Dagi Operating company Alamos Gold Agreement % of Franco type Op NAV Asset description Royalty 0.8% Located in Turkey, Agi Dagi is planned to be an open pit, heap leach operation which includes the higher grade Camyurt satellite deposit. The operation is expected to produce 176 koz/a over a estimated 9 year mine life. Environmental permit approval is expected in 2014. Royalty 1.3% Located in Nevada, Bald Mountain is currently operating, as a heap leach operation. We expect current steady state production of around 163kozs per year, with a strip ratio of 3.0:1x and a reserve grade of 0.017oz/t Bald Mountain Barrick Cerro San Pedro New Gold Royalty 0.3% Cobre Panama First Quantum Stream -0.4% Cooke 4 Gold One International Stream 1.7% Detour Lake Detour Gold Royalty 5.2% Edikan Perseus Mining Royalty 1.4% Golden Highway St. Andrews Goldfield Royalty 2.3% Golden Highway is the string of open-pit and underground mines including Holt, Holloway, and Hislop. Production from the Golden Highway is expected to be 95-105koz in 2013, with all-in cash costs of US$1,210. Gold Quarry Newmont Royalty 3.7% Goldstrike Barrick Gold Royalty 8.1% Gold Quarry is an open-pit operation located in Nevada operating since 1985. Franco believes that its royalty is expected to provide ~11,250ozs of gold per year. Located in Nevada, Goldstrike is a large open pit and underground operation which we expect to produce an average of 847kozs per year, at an average cash cost of $540/oz over a remaining 12 year mine life. Hemlo Barrick Gold Royalty 1.0% Hemlo is a combined open pit and underground operation located east of Thunderbay. Production is expected to average ~210kozs over an estimated 4 year mine life. Mesquite New Gold Royalty 0.6% Mt. Keith BHP Royalty 0.6% Musselwhite Goldcorp Royalty 0.7% Mesquite is an open-pit heap leach operation located in Imperial County, California. We currently expect average production of 125koz over a 16 year mine life. Total cash costs are expected to average $872/oz over LOM, with a strip ratio of 2.7:1. In operation since 1993, Mt. Keith, located in Western Australia is an open pit, nickel sulphide operation. The mine life of the operation is estimated at 13 years, and produces roughly 35-40kt of nickel in concentrate. Mine production was scaled back in early 2012, with stockpiled ore being processed. Musselwhite is an underground carbon in pulp operation located in Opapamiskan Lake, Ontario. We expect production to average 260kozs of gold with an average cash cost of ~770/oz over LOM. Located in Cerro San Pedro Mexico, CSP is an open pit, heap leach operation, which is expected to produce an average of 143kozs of gold over the next 3 years with a strip ratio of 1.3:1. Production is expected to be complete in 2017. The Cobre Panama Project is an open pit, conventional floatation operation, located in Panama. Construction is currently underway, and most recent plans anticipate 260kt of copper per year at a cash cost of $0.94/lbs copper over LOM with a strip ratio of 0.58:1. Cooke 4 is adjacent to Gold One International's Cooke 1-3 underground operations and Randfontein Surface operation, located in Westonaria, South Africa. Gold One purchased the property from First Uranium, and currently plans to mill Cooke 1-3 ore through the Cooke 4 mill (200/100tpm gold/uranium ore capacity). Detour Lake is an open pit, carbon in pulp operation, currently in ramp-up, located ~185km Northeast of Cochrane. Detour Lake is expected to produce 657koz/yr over a 21.5 year mine life, at a total cash cost of $749/oz, with a strip of 3.7:1. Edikan, located in Ghana is an open-pit gold mining operation which is expected to produce on average 216koz over an 11 year mine life. Costs are estimated to be ~900/oz over the LOM. Country/metal/minetype/process/production Turkey Gold Open pit Heap leach 176kozs/yr avg Nevada Gold Open -pit Heap leach 163kozs/yr Mexico Gold Open-pit Heap leach 143kozs/yr Panama Cu/Au/Ag/Mo Open-pit Flotation 60Mtpa tonnage 266ktpa copper South Africa Gold/Uranium Underground Dual gold & uranium process 74kozs/yr avg Terms 2% NSR 0.875-5% NSR/GR, depending on which area of the deposit is being mined 1.95% GR ~Years 1-11: 120/1,376 oz Gold/silver per 1MM lbs Cu. ~Years 12-31: 81/1,776 oz Gold/silver per 1MM lbs Cu. ~Years >31: 63.4% of gold and 62.1% of silver. Ongoing payments of $400/oz gold and $6.00/oz silver 7% of gold produced for ongoing payments of $400/oz (subject to inflation adjustment) Ontario Gold Open pit Gravity/CIL 657koz/yr Ghana Gold Open pit CIL 216koz/yr avg Timmins Ontario Gold Open-pit/underground CIL 95-105kozs 2013 Nevada Gold Open-pit Nevada Gold Open-pit, underground CIL ~847koz/yr avg Ontario Gold Open-pit, underground CIP ~210koz/yr avg California Gold Open-pit Heap Leach ~125koz/yr Australia Nickel Open-pit Flotation 35-40t Ni in con. Avg 2% NSR Ontario Gold Underground CIP ~260koz/yr avg 5% NPI 1.5-3% NSR 0.25-15% NSR, depending on which area of the deposit is being mined, and depending on the gold price 7.29% NSR 2-4% NSR, 2.4-6% NPI, royalty levels depend on area being mined 3% NSR, 5% NPI on portions 0.5-2% NSR 0.25% NPI, 0.375% GR DUNDEE CAPITAL MARKETS Page | 31 Franco-Nevada November 21, 2013 Asset Name MWS Operating company AngloGold Agreement % of Franco type Op NAV Asset description Stream 5.9% Originally purchased from First Uranium, the MWS stream covers 25% of gold production from the tailings recovery project. After AngloGold Ashanti purchased the operation, the agreement was amended to include AngloGold's tailings processed through the plant, but now gold received by FNV is maximized at 312.5kozs. Stream 0.0% New Prosperity is a planned copper gold mine currently in permitting stage. Production is expected to average ~230oz/yr over a 30+ year mine life. We do not expect to see a final permitting decision until H1 2014. New Prosperity Taseko Palmarejo Coeur Mining Stream 4.6% Located near Temoris Mexico, Palmarejo is a combined open-pit and underground operation. Currently we expect production to continue through 2023, with average gold production of 89kozs/year. Perama Hill Eldorado Gold Royalty 0.5% Phoenix Rubicon Royalty 0.7% Robinson KGHM International Royalty 0.2% Rosemont Augusta Resources Royalty 3.4% Stillwater complex Stillwater Mining Royalty 5.5% Located in Thrace Greece, Perama Hill is planned to be an open-pit gold mine, producing an average of 110koz gold per year. A low strip ratio of 0.29:1 over an estimated 8 year mine life is expected. PH is expected to receive its EIS perit approval by year end. Located in Red Lake, Ontario, the Phoenix project is expected to be an underground mine, with production starting in 2014 and it is expected to produce 165kozs of gold per year at an average cash cost of ~600/oz (as per PEA). Average M&I grade is 8.52g/t gold. Located near Ely, Nevada, Robinson is a Cu, Au, and Mo mine which we expect to produce ~125Mlbs/yr of copper per year. We do not expect KGHM to exceed 130Mlbs/yr copper, or 60kozs of gold production, which limits the royalty income to a 0.225% NSR on base metals. Located in Arizona, the Rosemont project is currently in permitting stages, and is expected to produce 243Mlbs of copper per year, at a 1.9:1 strip ratio, over its 21 year mine life. The company expects cash costs to average $1.02/lb copper over the LOM. Still in permitting Stillwater is a PGM operation which operates two mines, in Montana, Stillwater and East Boulder. Production in 2013/2014 is expected to be 500kozs of PGM, increasing to 600kozs longer term. Subika Newmont Royalty 3.7% Sudbury precious metals KGHM International Stream 5.8% Tasiast Kinross Royalty 1.8% Country/metal/minetype/process/production South Africa Gold Tailings maximum of 312.5koz total British Columbia Cu/Au Open-pit Flotation 70ktpd 230koz/yr avg Mexico Silver/Gold Open-pit, underground CIL 89kozs/yr avg Greece Gold/Silver Open-pit CIL 110koz/yr avg Red Lake Gold Underground Gravity seperation and CIL 165kozs/yr Nevada Cu/Au Open-pit Flotation Arizona Cu/Au/Ag/Mo Open-pit Flotation 243mlbs/yr Montana PGM Underground Flotation 500kozs in 13/14 Terms 25% stream of all gold production, capped at 312.5kozs 22% of gold production from New Prosperity, with ongoing payments of $400/oz gold (subject to 1% inflation adjustment). Upfront payment of $350MM is required by Franco. 50% of gold production from Palmarejo, with ongoing payments of $400/oz gold (subject to 1% inflation adjustment). 2% NSR 2% NSR NSR of 0.225% on all base metals. NSR of 10% of all gold over 60koz produced per year. A price participation royalty is paid when there is production greater than 130Mlbs/year. 1.5% NSR 5% NSR Located in Ghana, this royalty covers most of the Subika open-pit at the Ahafo mine. Additionally, Newmont is developing an underground mine at the Subika pit which is expected to be covered by the royalty. The Sudbury basin stream covers all of the gold and PGM production from KGHM's 3 operations. 1 of the assets (Podolsky) has been put on care and maintenance, while the McCreedy mine is currently mining nickel rich ore rather than copper/precious metal rich ore. Levack is currently accessing Glencore Xstrata's Craig infrastructure which should provide more flexibility going forward. Ghana Gold Open pit and underground Mill Ontario Ni/Cu/Co/PGM Underground Flotation 2% NSR Located in Mauritania, Tasiast is expected to produce an average of ~300koz/yr over the remaining LOM. This assumes the mill is not substantially expanded. We expect ~$900/oz cash costs over the LOM, and we anticipate production through 2033. Mauritania Gold Open pit Dump leach/mill 300kozs/yr - no expansion 2% NSR Ongoing payments of $400/oz gold equivalent (subject to 1% annual inflation). Note: This list does not include all of Franco's assets; it includes only assets which have separately disclosed revenue (i.e. are currently material to Franco's earnings) or assets with no current revenue, but may someday (i.e. material growth projects). Source: DCM Estimates, Company reports DUNDEE CAPITAL MARKETS Page | 32 Franco-Nevada November 21, 2013 APPENDIX 5 - ROYALTIES & STREAMS EXPLAINED Franco-Nevada's portfolio of agreements can be broken down into three main categories: Royalties, Streams and Working Interests. In this section we explain each of these agreements. This section is based on an explanation provided in Franco-Nevada's "2013 Asset Handbook". Royalties Royalty agreements reflect an economic interest in the ongoing production of a particular property. These economic interests can be tied directly to the revenue generated at the asset, or can alternatively be tied to other levels of profitability. Firstly, Revenue-based Royalties are tied to the value of the production or net proceeds received by the operator with defined deductions as specified by the royalty contract. Some forms of revenue-based royalties in the mining and oil & gas industries include: “NSR” (Net Smelter Return Royalty); “ORR” (Overriding Royalty); “GR” (Gross Royalty); and, “FH” Freehold or Lessor Royalty. Secondly, Profit-based Interest Royalties are based on the operating profit as defined in the royalty contract. Often, royalty payments only begin after the operator has recovered its capital costs. The net profits interest royalty (“NPI”) is the most common form of these royalties. Similar to an NPI, a net royalty interest (“NRI”) is paid net of operating and capital costs. Royalties often result in a more direct interest in the asset, which could result in the interest being more secure than streams in the event the operator were to file for bankruptcy. Streams Streams are metal purchase agreements that provide, in exchange for an upfront payment, the right to purchase all or a portion of one or more metals produced from a mine at a preset price, typically well below the prevailing spot price at the time of the deal. Streams are well suited to co-product production providing incentive to the operator to produce the gold. Streams are not considered to be royalties because of the ongoing cash payment required to purchase the physical metal; however streams share the key characteristic of eliminating exposure to unforeseen cost-inflation. Streams are also often considered to be a "passive" investment that may result in the ability to be sheltered from taxes. Working Interests Working Interest (“WI”) holders have an ownership position in the property and operation and hence are liable for cash calls on their share of capital, operating and environmental costs usually in proportion to their ownership percentage. Working interests are not considered to be royalties because of their ongoing funding requirements although, for profitable and low-capex operations, they can be economically similar in their calculations to NPIs. An example of the financial impact of each different structure is provided in the table below. This example makes the following assumptions: 1) a gold price of $1,600/oz; 2) the stream interest cost per ounce of gold is set at $400/oz; 3) "all-in" operating and sustaining capital cost of $895/oz for the developed NPI/WI (1). DUNDEE CAPITAL MARKETS Page | 33 Franco-Nevada November 21, 2013 Economic impact of Royalty vs. Stream vs. NPI/WI Realized Price ($/oz) Applicable Costs ($/oz) Margin for Calculation ($/oz) NSR, Stream or NPI % Revenue to FNV ($/oz) NSR Equivalent NSR Stream Developed NPI/WI (1) Undeveloped NPI/WI (2) A B $1,600 $0 $1,600 $400 $1,600 $895 $1,600 $1,131 C=A-B D E=CxD F = E / $64 $1,600 4% $64 100% $1,200 4% $48 75% $705 4% $28 44% $469 4% $19 29% 1.00 oz 1.33 oz 2.27 oz 3.41 oz Alternatively Ounces required to equal a 1% NSR (1) For applicable costs for a developed NPI or WI, Barrick Gold Corporation's ("Barrick") 2012 all-in sustaining cash cost measure was assumed, as Barrick represents the largest gold company by production and reserves, as well as the operator at five of Franco-Nevada's assets. Excluded from the all-in sustaining measure are general and administrative costs as Franco-Nevada also has such costs which have not been reflected in the applicable cost for NSRs or streams. (2) For applicable costs for an undeveloped NPI or WI, Franco-Nevada has adopted similar assumptions to those listed above. To reflect the cost of developing a new mine, Franco-Nevada has, for illustrative purposes, assumed Barrick's depreciation per ounce for 2012 of $236 per ounce. Source: company reports, 2013 Franco-Nevada asset handbook In conclusion, comparison shows the most leverage to the gold price is provided by an undeveloped NPI/WI followed by the Developed NPI/WI, then the stream, and lastly the NSR. However, with no ongoing costs to Franco-Nevada, the NSR theoretically provides more down-side protection to the price of gold; although the downside is ultimately determined by the profitability of the underlying asset, which we discuss earlier in this report. DUNDEE CAPITAL MARKETS Page | 34 Franco-Nevada November 21, 2013 Franco Nevada: Forecasts at Dundee Price Deck Rating Risk Target Price Share Price BUY Medium $50.00 $43.35 Basic Shares (MM) Diluted Shares (ITM / FD) (MM) Basic Mkt Cap (US$MM) Enterprise Value (US$MM) OPERATING STATISTICS GEO production (kozs) 2012A 230 2013E 228 2014E 232 2015E 246 2016E 280 381 96 59 33 17 19 14 11 6 6 314 79 38 34 19 21 12 9 6 7 2 315 71 35 27 19 15 10 7 13 6 4 340 70 36 29 20 16 11 8 15 8 - 364 44 36 28 20 15 13 7 15 8 5 41 25 16 75 58 17 80 62 18 79 61 17 80 62 18 Precious metals revenue Palmarejo Sudbury MWS Stillwater Gold Quarry Golden Highway Marigold Detour Tasiast Musselwhite Oil and gas revenue (US$ MM) Weyburn Other Asset information Minelife breakdown NAV by asset stage 15% 21% 34% 29% 10-15 yrs 22% 15-20 yrs 20+ yrs Operating NET ASSET VALUE (US$) NAV /Share Minesite Assets Goldstrike $231 Palmarejo $130 Detour $148 Cobre Panama -$12 Sudbury $80 Other mineral assets $1,824 Oil and gas $440 Minesite assets $2,841 Balance Sheet and other $918 Total $3,759 2013E Revenue by Metal $1.53 $0.86 $0.98 -$0.08 $0.53 $12.11 $2.90 $18.83 $6.09 $24.89 Development Target Build Up NAV Valuation (C$) Per share Multiple Precious metals $13.52 3.00x Other ops $6.16 1.00x Balance sheet $6.36 1.0x Total Cashflow Valuation (C$) Per share Multiple FTM CFPS $1.98 24.0x Target Weightings P/NAV Weighting 50% P/Cashflow Weighting 50% Target Price ($C/share, rounded) NAV by Geography Value $40.57 $6.16 $6.36 $53.09 Value $47.55 $26.55 $23.77 $50.00 Canada 19% 15% Precious metals base metals 3% USA Mexico 10% Australia 2% oil and gas Panama 0% 4% 5% 78% 38% Mauritania Exploration Other 27% Dundee Capital Markets Chris Lichtenheldt 647-253-1128 [email protected] BALANCE SHEET US$MM, Year-end Dec. Assets Cash*2 Other Current Assets Current Assets Non-current Assets Total Assets Liabilities Current Liabilities Long Term Debt Other non-current Liabilities Total Liabilities Total Shareholder Equity INCOME STATEMENT US$MM, Year-end Dec. Total Revenue % Precious metals % Base metals % Oil and Gas Operating Costs G&A Business Development Other EBITDA Depreciation EBIT Net Interest Expense Unusual/Other Items EBT Taxes EPS (Reported) ($/sh) EPS (Adjusted) ($/sh) Average shares (MM) 2012A 2013E 2014E 2015E 2016E 632 247.5 879 2,365 3,244 765 147.9 913 2,307 3,220 456 147.9 604 2,685 3,289 276 147.9 423 2,953 3,376 415 147.9 563 2,910 3,473 46 57 Other Net Income (Reported) Net Income (Adjusted) 79% <10 yrs 147.1 150.9 $6,092 $5,302 $ $ - - - - 38 95 3,149 50 96 3,124 69 115 3,174 90 137 3,239 46 114 161 3,312 2012A 427 89% 1% 10% 59 15 3 86 265 127 138 1 2013E 400 78% 3% 19% 56 11 3 10 320 125 195 1 2014E 407 77% 3% 20% 53 13 3 3 334 125 209 - 2015E 438 78% 4% 18% 52 14 3 4 365 135 230 - 2016E 473 77% 6% 17% 60 15 3 4 391 146 244 - 155 52 181 53 203 61 227 69 242 78 102.6 171.0 127.7 143.2 142.1 142.1 157.5 157.5 164.4 164.4 0.72 1.19 143.1 46 $ $ 0.87 0.95 146.9 46 $ $ 0.96 0.94 147.2 $ $ 1.07 1.04 147.5 $ $ 1.11 1.08 147.7 CASH FLOW STATEMENT US$MM, Year-end Dec. Net Income (Reported) Depreciation Other Operating Cash Flow Operating Cash Flow ($/sh) Working Capital Changes Cash from Operations Capital Expenditure Net Investments Investing Cash Flow Common Share Dividends Debt Additions 2012A 102.6 126.7 91.7 321.0 2.22 (14.7) 306.3 (509.1) (150.2) (659.3) (77.9) - 2013E 127.7 125.2 37.4 290.4 1.92 (11.0) 279.4 (139.1) 94.4 (44.7) (102.0) - 2014E 142.1 125.4 22.5 290.0 1.92 290.0 (503.3) (503.3) (95.4) - 2015E 157.5 135.4 25.3 318.2 2.10 318.2 (403.2) (403.2) (95.6) - 2016E 164.4 146.3 28.1 338.7 2.24 338.7 (103.3) (103.3) (95.7) - Equity Financing Other Net Financing Financing Cash Flow Foreign Exchange Change In Cash Cash Balance Free Cash Flow Adj. Free Cash Flow *1 257.9 (77.9) 180.0 10.6 (162.4) 632 (280.7) (202.8) 7.8 (103.5) (95.7) (5.7) 133.2 765 38.2 140.2 (95.4) (95.4) (308.7) 456 (308.7) (213.3) (95.6) (95.6) (180.6) 276 (180.6) (85.1) (95.7) (95.7) 139.7 415 139.7 235.4 2012A 35.0x 18.6x 2013E 43.7x 21.5x 1.67x 16.6x 2% 0% 2014E 44.1x 21.6x 2015E 39.8x 19.7x 2016E 38.2x 18.6x 15.9x (4%) 0% 14.5x (1%) 0% 13.6x 4% 0% VALUATION DATA CONSOLIDATED GOLD PRODUCTION PROFILE 90 80 250 70 200 60 50 150 40 100 30 20 50 MM$ Gold Equivalent ounces (kozs) 300 P/E P/CF P/NAV EV/EBITDA Adj. FCF Yield *1 Dividend Yield INPUT PRICES 20.0x (3%) 2012A 2013E 2014E 2015E 2016E Key Commodities Gold (US$/oz) Silver (US$/oz) Oil (US$/bbl) 1,668 31.13 94.14 1,423 24.17 99.00 1,373 22.88 95.00 1,430 23.83 90.00 1,375 23.00 90.00 Key Currencies CAD/USD USD/MXP 1.00 13.15 0.97 12.73 0.95 13.00 0.93 13.00 0.93 13.50 10 - 2012A 2013E 2014E Gold Equivalent Ounces (LHS) 2015E 2016E Oil and Gas Revenue (RHS) (1) Adj FCF = Operating Cash Flow - Capex (2) Negative cash implies financing need Source: Company reports, Bloomberg, Dundee Capital Markets estimates DUNDEE CAPITAL MARKETS Page | 35 Franco-Nevada November 21, 2013 Franco Nevada: Forecasts at Spot Gold Rating Risk Target Price Share Price BUY Medium $50.00 $43.35 Basic Shares (MM) Diluted Shares (ITM / FD) (MM) Basic Mkt Cap (US$MM) Enterprise Value (US$MM) OPERATING STATISTICS GEO production (kozs) 2012A 230 2013E 227 2014E 229 2015E 244 2016E 277 381 96 59 33 17 19 14 11 6 6 309 78 38 34 19 21 12 9 6 7 2 281 64 34 25 19 14 8 7 12 6 3 293 60 35 25 20 14 8 7 13 7 - 326 40 34 25 20 14 10 7 14 7 3 41 25 16 73 56 17 78 61 17 82 64 18 83 65 18 Precious metals revenue Palmarejo Sudbury MWS Stillwater Gold Quarry Golden Highway Marigold Detour Tasiast Musselwhite Oil and gas revenue (US$ MM) Weyburn Other Asset information Minelife breakdown NAV by asset stage 15% 19% 34% 29% <10 yrs 10-15 yrs 22% 15-20 yrs Operating NET ASSET VALUE (US$) NAV /Share Minesite Assets Goldstrike $207 Palmarejo $113 Detour $138 Cobre Panama -$111 Sudbury $69 Other mineral assets $1,719 Oil and gas $455 Minesite assets $2,591 Balance Sheet and other $920 Total $3,510 2013E Revenue by Metal $1.37 $0.75 $0.91 -$0.73 $0.46 $11.42 $3.00 $17.17 $6.10 $23.24 Development Target Build Up NAV Valuation (C$) Per share Multiple Precious metals $11.68 3.00x Other ops $6.27 1.00x Balance sheet $6.37 1.0x Total Cashflow Valuation (C$) Per share Multiple FTM CFPS $1.78 24.0x Target Weightings P/NAV Weighting 50% P/Cashflow Weighting 50% Target Price ($C/share, rounded) NAV by Geography Value $35.04 $6.27 $6.37 $47.68 Value $42.84 $23.84 $21.42 $45.00 Canada 19% 16% Precious metals USA Mexico 11% base metals 3% Australia 2% oil and gas Panama -4% 39% 4% 5% 79% Mauritania Exploration Other 28% Dundee Capital Markets Chris Lichtenheldt 647-253-1128 [email protected] BALANCE SHEET US$MM, Year-end Dec. Assets Cash*2 Other Current Assets Current Assets Non-current Assets Total Assets Liabilities Current Liabilities Long Term Debt Other non-current Liabilities Total Liabilities Total Shareholder Equity INCOME STATEMENT US$MM, Year-end Dec. Total Revenue % Precious metals % Base metals % Oil and Gas Operating Costs G&A Business Development Other EBITDA Depreciation EBIT Net Interest Expense Unusual/Other Items EBT Taxes EPS (Reported) ($/sh) EPS (Adjusted) ($/sh) Average shares (MM) 2012A 2013E 2014E 2015E 2016E 632 247.5 879 2,365 3,244 759 147.9 907 2,309 3,216 419 147.9 567 2,697 3,264 197 147.9 345 2,979 3,324 304 147.9 452 2,948 3,399 46 57 Other Net Income (Reported) Net Income (Adjusted) 81% 20+ yrs 147.1 150.9 $6,092 $5,302 $ $ - - - - 38 95 3,149 49 96 3,120 67 113 3,151 87 133 3,191 46 110 156 3,243 2012A 427 89% 1% 10% 59 15 3 86 265 127 138 1 2013E 394 79% 3% 19% 56 11 3 10 314 123 191 1 2014E 372 76% 3% 21% 54 12 3 3 300 115 185 - 2015E 394 74% 5% 21% 54 13 3 3 321 122 199 - 2016E 436 75% 6% 19% 61 14 3 4 354 135 219 - 155 52 176 52 180 57 197 64 217 73 102.6 171.0 124.3 139.8 122.7 122.7 132.6 132.6 144.5 144.5 0.72 1.19 143.1 46 $ $ 0.85 0.93 146.9 46 $ $ 0.83 0.81 147.2 $ $ 0.90 0.88 147.5 $ $ 0.98 0.95 147.7 CASH FLOW STATEMENT US$MM, Year-end Dec. Net Income (Reported) Depreciation Other Operating Cash Flow Operating Cash Flow ($/sh) Working Capital Changes Cash from Operations Capital Expenditure Net Investments Investing Cash Flow Common Share Dividends Debt Additions 2012A 102.6 126.7 91.7 321.0 2.22 (14.7) 306.3 (509.1) (150.2) (659.3) (77.9) - 2013E 124.3 123.3 37.1 284.6 1.89 (11.0) 273.6 (139.1) 94.4 (44.7) (102.0) - 2014E 122.7 114.6 20.9 258.2 1.71 258.2 (503.2) (503.2) (95.4) - 2015E 132.6 121.7 23.2 277.5 1.83 277.5 (403.4) (403.4) (95.6) - 2016E 144.5 135.0 26.3 305.8 2.02 305.8 (103.4) (103.4) (95.7) - Equity Financing Other Net Financing Financing Cash Flow Foreign Exchange Change In Cash Cash Balance Free Cash Flow Adj. Free Cash Flow *1 257.9 (77.9) 180.0 10.6 (162.4) 632 (280.7) (202.8) 7.8 (103.5) (95.7) (5.7) 127.5 759 32.5 134.6 (95.4) (95.4) (340.4) 419 (340.4) (245.0) (95.6) (95.6) (221.5) 197 (221.5) (125.9) (95.7) (95.7) 106.6 304 106.6 202.3 2012A 35.0x 18.6x 2013E 44.8x 22.0x 1.78x 16.9x 2% 0% 2014E 51.0x 24.3x 2015E 47.3x 22.6x 2016E 43.5x 20.6x 17.7x (4%) 0% 16.5x (2%) 0% 15.0x 3% 0% VALUATION DATA CONSOLIDATED GOLD PRODUCTION PROFILE 90 80 250 70 200 60 50 150 40 100 30 20 50 MM$ Gold Equivalent ounces (kozs) 300 P/E P/CF P/NAV EV/EBITDA Adj. FCF Yield *1 Dividend Yield INPUT PRICES 20.0x (3%) 2012A 2013E 2014E 2015E 2016E Key Commodities Gold (US$/oz) Silver (US$/oz) Oil (US$/bbl) 1,668 31.13 94.14 1,407 23.68 96.90 1,244 19.86 93.33 1,244 19.86 93.33 1,244 19.86 93.33 Key Currencies CAD/USD USD/MXP 1.00 13.15 0.97 12.73 0.95 13.00 0.93 13.00 0.93 13.50 10 - 2012A 2013E 2014E Gold Equivalent Ounces (LHS) 2015E 2016E Oil and Gas Revenue (RHS) (1) Adj FCF = Operating Cash Flow - Capex (2) Negative cash implies financing need Source: Company reports, Bloomberg, Dundee Capital Markets estimates DUNDEE CAPITAL MARKETS Page | 36 Franco-Nevada November 21, 2013 Disclosures & Disclaimers This research report (as defined in IIROC Rule 3400) is issued and approved for distribution in Canada by Dundee Securities Ltd. (“Dundee Capital Markets”), an investment dealer operating its business through its two divisions, Dundee Capital Markets and Dundee Goodman Private Wealth. 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DUNDEE CAPITAL MARKETS Page | 38 Franco-Nevada November 21, 2013 Mineral Exploration Watchlist: Dundee Capital Markets has not initiated formal continuing coverage of Mineral Exploration Watchlist companies. The companies will have recommendations and risk ratings as per our regular rating system, see Explanation of Recommendations and Risk Ratings for details. Risk ratings will be either Speculative or Venture. Speculative Risk rated companies are those companies that have published National Instrument 43-101 or JORC compliant resources or reliable historic resources and/or economic evaluations (scoping, pre-feasibility or feasibility studies) for material project(s) that could reasonably form the basis of a discounted cash flow analysis. Venture Risk rated companies are those companies that are generally at an earlier stage of exploration and/or development, where no material resource estimate, historic or compliant, exists. No price targets will be set for Mineral Exploration Watchlist companies as there are limited financial metrics upon which to base a reasonable valuation. Valuation methodologies and models will not be provided for Mineral Exploration Watchlist companies. Dundee clients should consult their investment advisor as to the appropriateness of an investment in the securities mentioned. Oil & Gas Exploration Watchlist: Dundee Capital Markets has not initiated formal continuing coverage of Oil & Gas Exploration Watchlist companies. The companies will have recommendations and risk ratings as per our regular rating system, see Explanation of Recommendations and Risk Ratings for details. Risk ratings will be either Speculative or Venture. Speculative Risk rated companies are those companies that have published National Instrument 51-101 or SPE compliant resources or reliable historic resources and/or economic evaluations for material project(s) that could reasonably form the basis of a discounted cash flow analysis. Venture Risk rated companies are those companies that are generally at an earlier stage of exploration and/or development, where no material resource estimate exists, or there is significant uncertainty with respect to firm drilling timing and prospects. No price targets will be set for Oil & Gas Exploration Watchlist companies as there are limited financial metrics, or resource information available, upon which to base a reasonable valuation. Dundee clients should consult their investment advisor as to the appropriateness of an investment in the securities mentioned. Presentations do not include disclosures that are specific to analysts and specific to companies under coverage. Please refer to formal published research reports for company specific disclosures and analyst specific disclosures for companies under coverage. Please refer to formal published research reports for valuation methodologies used in determining target prices for companies under coverage. Idea of Interest: Dundee Capital Markets has not initiated formal continuing coverage of Idea of Interest companies. Dundee Capital Markets from time to time publishes reports on Idea of Interest securities for which it does not and may not choose to provide formal continuous research coverage. All opinions and estimates contained in an Idea of Interest report are subject to change without notice and are provided in good faith but without the legal responsibility that would accompany formal continuous research coverage. The companies may have recommendations and risk ratings as per our regular rating system and may have target prices, see Explanation of Recommendations and Risk Ratings for details. 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Disclosures required under IIROC Rule 3400 for sector research reports covering six or more issuers can be found on the Dundee Capital Markets website at www.dundeecapitalmarkets.com in the Research Section. Other Services means the participation of Dundee in any institutional non-brokered private placement exceeding $5 million. Where Dundee Capital Markets and its affiliates collectively beneficially own 1% or more (or for the purpose of FCA disclosure 5% or more) of any class of the issuer’s equity securities, our calculations will exclude managed positions that are controlled, but not beneficially owned by Dundee Capital Markets. A Research Analyst/Associate involved in the preparation of this research report has visited certain material operations of the following issuer(s): Franco-Nevada Corp. Chris Lichtenheldt viewed Franco-Nevada's Detour Lake and Palmarejo assets. Scott Morrison viewed Franco-Nevada's Detour Lake asset. The Research Analyst/Associate and/or Dundee Capital Markets has been partially reimbursed for expenses or partial expenses were paid for by the following issuer(s) for travel to material operations of the issuer(s): Franco-Nevada Corp. Explanation of Recommendations and Risk Ratings Dundee target: represents the price target as required under IIROC Rule 3400. Valuation methodologies used in determining the price target(s) for the issuer(s) mentioned in this research report are contained in current and/or prior research. Dundee target N/A: a price target and/or NAV is not available if the analyst deems there are limited financial metrics upon which to base a reasonable valuation. DUNDEE CAPITAL MARKETS Page | 39 Franco-Nevada November 21, 2013 Recommendations: BUY: Total returns expected to be materially better than the overall market with higher return expectations needed for more risky securities. NEUTRAL: Total returns expected to be in line with the overall market. SELL: Total returns expected to be materially lower than the overall market. TENDER: The analyst recommends tendering shares to a formal tender offer. UNDER REVIEW: The analyst will place the rating and/or target price Under Review when there is a significant material event with further information pending; and/or when the analyst determines it is necessary to await adequate information that could potentially lead to a re-evaluation of the rating, target price or forecast; and/or when coverage of a particular security is transferred from one analyst to another to give the new analyst time to reconfirm the rating, target price or forecast. Risk Ratings: risk assessment is defined as Medium, High, Speculative or Venture. Medium: securities with reasonable liquidity and volatility similar to the market. High: securities with poor liquidity or high volatility. Speculative: where the company's business and/or financial risk is high and is difficult to value. Venture: an early stage company where the business and/or financial risk is high, and there are limited financial metrics upon which to base a reasonable valuation. Investors should not deem the risk ratings to be a comprehensive account of all of the risks of a security. Investors are directed to read Dundee Capital Markets Research reports that contain a discussion of risks which is not meant to be a comprehensive account of all the risks. Investors are directed to read issuer filings which contain a discussion of risk factors specific to the company’s business. Medium and High Risk Ratings Methodology: Medium and High risk ratings are derived using a predetermined methodology based on liquidity and volatility. Analysts will have the discretion to raise but not lower the risk rating if it is deemed a higher risk rating is warranted. Risk in relation to forecasted price volatility is only one method of assessing the risk of a security and actual risk ratings could differ. Securities with poor liquidity or high volatility are considered to be High risk. Liquidity and volatility are measured using the following methodology: a) Price Test: All securities with a price <= $3.00 per share are considered high risk for the purpose of this test. b) Liquidity Test: This is a two-tiered calculation that looks at the market capitalization and trading volumes of a company. Smaller capitalization stocks (<$300MM) are assumed to have less liquidity, and are, therefore, more subject to price volatility. In order to avoid discriminating against smaller cap equities that have higher trading volumes, the risk rating will consider 12 month average trading volumes and if a company has traded >70% of its total shares outstanding it will be considered a liquid stock for the purpose of this test. c) Volatility Test: In this two step process, a stock’s volatility and beta are compared against the diversified equity benchmark. Canadian equities are compared against the TSX while U.S. equities are compared against the S&P 500. Generally, if the volatility of a stock is 20% greater than its benchmark and the beta of the stock is higher than its sector beta, then the security will be considered a high risk security. Otherwise, the security will be deemed to be a medium risk security. Periodically, the equity risk ratings will be compared to downside risk metrics such as Value at Risk and Semi-Variance and appropriate adjustments may be made. All models used for assessing risk incorporate some element of subjectivity. SECURITY ABBREVIATIONS: NVS (non-voting shares); RVS (restricted voting shares); RS (restricted shares); SVS (subordinate voting shares). DUNDEE CAPITAL MARKETS Page | 40 Franco-Nevada November 21, 2013 Dundee Capital Markets Equity Research Ratings 77% 68% % of companies covered by Dundee Capital Markets in each rating category 66% 55% 44% % of companies within each rating category for which Dundee Capital Markets has provided investment banking services for a fee in the past 12 months. 34% 28% 33% 25% 22% 11% 4% 0% 0% Buy Neutral Sell As at September 30, 2013 Source: Dundee Capital Markets DUNDEE CAPITAL MARKETS Page | 41
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