Franco-Nevada Corporation

  • Date: 2016-02-11

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BOUGHT DEAL TREASURY OFFERING OF COMMON SHARES Term Sheet

February 11, 2016

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. Copies of the final base shelf prospectus, and any applicable shelf prospectus supplement, may be obtained from BMO Nesbitt Burns Inc. for which contact details are provided below. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer:

Terms and Conditions Franco-Nevada Corporation (“Franco-Nevada” or the “Company”)

Issue:

Treasury offering of 16,720,000 common shares of the Company (the “Common Shares”).

Issue Price:

US$47.85 per Common Share

Issue Amount:

US$800,052,000

Over-Allotment Option:

The Company has granted the Underwriters an option, exercisable at the Issue Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any.

Use of Proceeds:

The Company plans to use the net proceeds from the Offering for the funding of the Antapaccay stream and the balance will be added to the working capital of the Company and used for funding resource royalty and stream acquisitions, other general corporate purposes and/or used to pay down the Company’s credit facility.

Cash Dividends:

The Company currently pays a quarterly dividend of US$0.21 per common share. The first dividend which purchasers under this Offering are expected to be eligible to receive is the dividend payable (if declared) on March 31, 2016 to shareholders of record on March 17, 2016.

Form of Offering:

Bought deal by way of a shelf prospectus and prospectus supplement in all provinces and territories of Canada and pursuant to the multijurisdictional disclosure system in the United States.

Listing:

Application will be made to list the Common Shares on the Toronto Stock Exchange (the “TSX”) and on the New York Stock Exchange (the “NYSE”). The existing common shares of the Company are listed on the TSX and the NYSE under the symbol “FNV”.

Eligibility:

Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs.

Bookrunners:

BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and Scotiabank

Commission:

4.0%

Closing:

On or about February 19, 2016

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus or you may request it in Canada from BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4020 or by email at [email protected] and in the United States from BMO Capital Markets Corp. at 3 Times Square, 27th Floor, New York, NY 10036 (Attn. Equity Syndicate), or toll-free at 800-414-3627 or by email at [email protected] A copy of the preliminary prospectus filed with the SEC may be found at the link below: http://www.sec.gov/Archives/edgar/data/1456346/000104746916010104/a2227283zsuppl.htm CIBC World Markets Inc., Scotia Capital Inc. and certain of the other Underwriters or their affiliates own or control an equity interest in the TMX Group Limited (TMX) and have a nominee director serving on its board. As such, each such Underwriter may be considered to have an economic interest in the listing of securities on an exchange owned or operated by TMX, including the Toronto Stock E xchange, the TSX Venture Exchange and the Alpha Exchange (each, an Exchange). No person or company is required to obtain products or services from TMX or its affiliates as a condition of any such Underwriter supplying or continuing to supply a product or service. CIBC World Markets Inc., Scotia Capital Inc. and other such Underwriters do not require the Company to list securities on any of the Exchanges as a condition of supplying or continuing to supply underwriting and/or any other services.