Good afternoon, ladies and gentlemen. I'd like to welcome you to the 2026 annual special meeting of the shareholders of Franco-Nevada Corporation. My name is David Harquail, as Chair of the Board of Directors, I'm gonna chair the formal portion of this meeting. This is my 19th year of presiding over Franco-Nevada Corporation meetings, 13 as CEO and six as your chair. During this meeting, I'm gonna be stepping down as both chair and as a director. This agenda right here is to complete the formal business of the AGM first, then I'm gonna turn it over to Tom Albanese, our new chairman coming in. I hope you get elected. Find out shortly. He'll provide a few remarks, introduce our CEO, then he'll take your questions.
We're not planning to do the usual thank you speeches that an outgoing chairman hopefully gets. Instead, during this meeting, instead of doing it here, you're all invited for a better party over on the 68th floor of First Canadian Place. It's the Bank of Montreal building. There we're gonna provide you drinks, we're gonna provide you hors d'oeuvres, and I think that's gonna be more convivial. You'll actually laugh at my jokes when I do my presentations and talk remarks. It's also gonna be an opportunity for you to talk to me individually or the executive and management team that are all gonna be attending as well. Before we start the formal motions, I'd like to make some introductions. At the head table, Paul Brink, our CEO, President, and Director. Sandip Rana, our Chief Financial Officer.
Lloyd Hong, our Chief Legal Officer, and also our Corporate Secretary. All of our directors are present this afternoon in person, and I'd like to introduce our directors, and that they say their names, they briefly stand and face the camera, and then face the audience, and then they can sit down. We'll do them in turn. Just to show there's no favors, we're doing them in alphabetical order. Tom Albanese. Hugo Dryland. Derek Evans. Dr. Catherine Farrow. Maureen Jensen. Jennifer Maki. Daniel Malchuk, and Monsieur Jacques Perron. Also here today is almost our entire management team from Canada, the U.S., Australia, and Barbados. That's how we fill in our audience here. Welcome. I would ask Lloyd Hong to act as secretary of the meeting, and Anup Das and David Martin as representatives of Computershare to act as scrutineers.
The scrutineers will report on the number of shares represented at this meeting or by proxy. Proof of service has been provided calling this meeting and has been filed. I direct that a copy of the notice and affidavit proving service thereby be annexed to the minutes of this meeting. I have been advised there is a quorum and request that the scrutineers' report be annexed to the minutes of this meeting. I therefore declare that this meeting is regularly called and properly constituted for the transaction of business, and I now ask our Chief Legal Officer, Mr. Hong, or Lloyd, to provide the details on the logistics for this meeting.
Thank you, Mr. Chairman. This will be a hybrid meeting allowing both in-person and virtual participation. If you are on the webcast, detailed instructions are displayed on how to vote, ask questions, and get technical assistance if necessary. If you're on the phone line, please note that you cannot vote or ask questions. We will conduct the votes on the matter before us by poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share held by that shareholder. I would now ask Lumi to open the polls for voting on all of the matters of business for this meeting and keep the polls open until after all of the items have been presented and the Chairman has asked for the polls to be closed.
As the polls are all open, you are now able to cast your vote on all items of business until the chairman closes the polls at the end of the meeting. You do not need to wait for each specific item of business to vote and are free to vote at any time. Please ensure you have voted on each item of business by the say-on-pay advisory resolution, as the polls will be closed afterwards. Moving on to questions. For those here in person who have any questions on the items of business, please raise your hand at the appropriate time and a microphone will be brought to you. If you're participating on the webcast and have any questions on the items of business, please type your question or comment in the messaging section of the Lumi platform, and I will read the question aloud.
We will take applicable questions after each item of business. If your questions are more general in nature, we would ask that you please wait until the formal business of the meeting has been concluded, as we will have a Q&A session afterwards. After all of the matters of business have been presented and the voting has been closed, Computershare will tabulate the results, and the chairman will report them to the meeting. Mr. Chairman, back to you.
Lloyd, thank you. I think your script is longer than mine. The first matter of business is to confirm receipt of the financial statements in the auditor's report, the consolidated financial statements of the company and its subsidiaries for the year ended December 31st, 2025. The reports of the directors and auditors thereon have been mailed to all shareholders who requested them, together with a notice of this meeting. The financial statements are also available on our website, and you can request paper copies by phone or email. The next matter of business is the election of directors. The nominees of management of the company were identified in the information circular mailed to each shareholder of the company. I introduced the directors earlier, and I had them stand. Will someone please nominate the directors? Nine directors are required to be nominated.
Mr. Chairman, my name is Boris de Vries, I'm a shareholder of the company. I nominate Tom Albanese, Paul Brink, Hugo Dryland, Derek Evans, Catherine Farrow, Maureen Jensen, Jennifer Maki, Daniel Malchuk, and Jacques Perron as directors of the company to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.
Thank you, Boris. Could I get a seconder?
Mr. Chairman, I'm Nalini Mohan. I'm a shareholder, and I second the nominations.
Thank you, Nalini. Are there any questions from the floor? The webcast? I declare the nominations closed. The next matter of business is the appointment of the company's auditors. Will someone please move a resolution for the appointment of auditors and to authorize the directors to fix the remuneration of such auditors?
Mr. Chairman, my name is Matthew Begeman, and I am a shareholder of the company. I move that PricewaterhouseCoopers LLP, Chartered Accountants, be appointed auditors of the company until the next annual meeting at such remuneration as may be fixed by the directors of the company, directors being hereby authorized to fix such remuneration.
Thank you, Matt. Could I get a seconder?
Mr. Chairman, my name is Eric Karrandjas and I am a shareholder of the company, and I second the motion.
Thank you, Eric. The next resolution is a say-on-pay advisory resolution. Since the vote is advisory, it will not be binding on the board. However, the board will consider the outcome of the vote as part of its ongoing review of executive compensation matters. Please note that the polls will be closed immediately after this matter of business. Will someone please move a resolution for the say-on-pay advisory resolution?
Mr. Chairman, my name is Kevin McElligott. I'm a shareholder of the company. I move that on an advisory basis and not to diminish the role and responsibilities of the board of directors of the company, the shareholders accept the approach to executive compensation as disclosed in the company's management information circular dated March 19th, 2026.
Thank you, Kevin. Could I get a seconder?
Mr. Chairman, my name is Christian Thatcher, and I'm a shareholder of the company. I second the motion.
That was the final item of formal business for this meeting. I declare the voting closed. I would ask that the polls be closed. Do I need any polls here, Lloyd?
Nope.
Okay. Are there any other items of business that any shareholder and attendants would like to raise? As you know, there'll be a Q&A that follows this session. Is there anything from the webcast? We've received the preliminary results and declare that each of the motions in the meeting has been carried by the votes cast, including the election of directors. I declare the persons nominated have been duly elected as directors of Franco-Nevada Corporation, and the final results of the meeting will be reported on SEDAR by tomorrow. Congratulations, Directors. I can tell you all the numbers are in the high 90s, so this is good. Now, the formal part of the meeting is concluded, and with the election of directors, Tom Albanese has been appointed the new Chair of Franco-Nevada, so congratulations, Tom. Thank you, everybody.
It's been an absolute pleasure to be part of this story for the past 19 years, and I look forward to seeing you at the reception that follows. Paul will remind you on the details as we finish. I now invite your new chair of Franco-Nevada to the podium. There we are.
Thank you, David.
Okay.
Thank you, David. I've been at these AGMs since 2013. I'm incredibly proud to be chairing this company. It's a great company. It's got roots that go a long back, and actually I have some stories about those roots that I wanted to spend a little bit of time on. It's the board, the management team, the loyalty of the shareholders, the banks that have been working with us, the finance community in Toronto, the legal community in Toronto, one of the top, what I call mining finance cities in the world. It's a lot to be proud of here. My own roots go back with gold a long time. I was a college student up in Alaska. When I was doing my graduate studies, I started Alaskan placer mining.
In my early 20s, I was doing that for a while. All through my 20s, I was, the savings that my wife and I were making, she was a geologist up there, we were putting into Krugerrands and Maple Leafs. Now we're giving them to our granddaughters every Christmas as they get older. As a matter of fact, early in my career, working for a company called NERCO, which ultimately became part of Rio Tinto, we were buying mineral assets from oil and gas companies, and one of the first ones was Oxyna Minerals in 1983. We had a bunch of royalties we were trying to figure out what to do with, and we had this guy from Montreal that was coming down and wanted to buy them.
We couldn't figure out what he was doing with them, but we were happy to sell these royalties on to him, and that was my first opportunity to meet Pierre. I didn't have any gray hair there. He didn't have any gray hair, and it was just great to meet him, and that was an early e-evolution of the U.S. mining industry. I've kept up with Pierre over the years. I met David in that course of that period and, you know, the period that Newmont had the reins of Franco.
I think that David, the leadership of David and Pierre brought it into Franco-Nevada phase II since 2007, you know, David was the CEO for that and a very important growing part of the business, a huge growth in that period of time. I think David recognizing it's always good to refresh and turn over and get ready the next generation, he stepped into the Chairman role, Paul capably stepped into the CEO role. As a board member, I saw that and I watched that and with a lot of pride, a lot of pride in the organization, in the team, and the board, I'm really excited about the way ahead.
I can't tell you what the price of gold's gonna be in a year. I'm not gonna be trying to pretend like.
Pierre
Pierre, that it was $10,000, or at that time I remember David saying, "Well, I don't know if I'd like to know what the world looks like at $10,000 gold." We have a good balanced view on the board on, you know, what the world looks like, where the world's going, and how do we invest for the benefit of the shareholder for that along the way. For that, I thank you as shareholders. Thank you.
Okay. Go ahead, Paul.
Thank you, Tom. Good afternoon, everybody. Please heed the cautionary statements. I will make some forward-looking projections. At Franco-Nevada, we believe gold is a risk-off investment, that investors buy gold as a hedge against market volatility. Our objective in creating our business is to provide a lower risk way to invest in the space, expose investors to the exploration optionality of the mining industry, combine that with a strong balance sheet, a progressive dividend, that strategy has worked tremendously well. Over the 18 years that we've been public, by any measure, we've grown the business 12-14x . 12x on revenues, 14x on EBITDA cash flow, 12x on earnings. We've been the leading player amongst our peers over that period in terms of growth. More importantly, we've done it profitably.
If you look at the return on investment that we generate, we're the leader of the pack. The numbers I'm showing are the return on assets the last five years. With the run-up we've had in gold prices, those numbers are quite stunning, looking like 20% return on assets for the next two years. That profitable growth has led into industry-leading returns. The CAGR on our share price over the 18 years, this is very simple, is 18%. You can see that is ahead of any of the indexes, the Nasdaq, the S&P 500, which is roughly 12. Interesting, gold bullion itself is 9%, so our returns have been double what you could have achieved just by holding bullion itself, and those returns are well ahead of the gold industry itself.
In terms of the dividend, we've increased the dividend every single year, 19 consecutive increases. Dividend yield today getting close to 12% in USD terms. If you'd bought the stock at IPO, almost CAD 16 in Canadian dollar terms. The CAGR on the dividend is 13% per annum of that period. What does the growth outlook look like? What we show is our guidance for 2026, the outlook through to 2030, both with and without Cobre Panama. We're very hopeful that Cobre Panama will come back online in that period. Assuming that is the case, we'll have 40%-50% growth in our portfolio over the next five years. If you look at the last chart, we put on top of that the long-term options that we've got in our portfolio. We detail them here.
We've got a very deep portfolio, a lot of large options that could be very meaningful. In total, they could add 220,000 GEOs of annual production. They won't all produce at the same time, but that's the total potential. They have over 6 million ounces of M&I, another two of inferred. These assets have all the firepower that we need, so that beyond our five-year growth, we can, at a very minimum, sustain that growth for the next decade or so, or if the timing works out, even grow it above those levels, just what we have, what we have in-house in the company today. What is the value of all of that? This is probably the simplest way to look at it.
If we just take the total gold inventory that we have, both M&I resources plus inferred resources, that is 100% attributable to us. Where it's a stream and we have ongoing payments, we're netting that off to say ounces that are 100% attributable. If you value that at today's gold price, that's $124 billion of value that underlies our company. Compare that with our market cap or our enterprise value today, it's $44 billion. The underlying value of those ounces that we can see today is almost 3x the value of what our company is today. That's not all. That is just the ounces we can see, as we know in our business, the reason that we invest in royalties is because the beauty of mining is we can't see under the ground when we're mining a mine.
It's only when we have mined out that full ore body that we reveal the full extent of that ore body. I'm gonna tell just one story to illustrate that why our business has worked so well. The story is Detour. This is a deal that David had done. It's gone back now to the early 2000s. Placer built the Detour mine. It was an underground mine, ran for about a decade. It wasn't a great success. They shut it down. A number of years later, they decided to sell the property. It wasn't worth very much. David did a deal with a small junior company called Pelangio, who acquired the property for $2 million. Pelangio didn't have the $2 million, so David provided the $2 million. The deal was 50/50 JV.
Pelangio had 50%, Franco had 50%. Pelangio was able to buy back the 50% JV if they paid back the $2 million. Franco was left with a 2% royalty. They were able to do that, they paid back the $2 million, Franco had a 2% royalty. Nothing happened on the property for a decade. It just sat there until Gerald Panneton came along. Gerald had a vision that this could be a big open pit. He ran the drill program. He drilled up 20 million ounces on the Detour property, raised the capital to build that mine. Detour Gold built the mine. The plan was to produce 600,000, 650,000 ounces a year. It was a super success. Couldn't imagine that it could get any better. That was six or seven years ago.
Tony Makuch at Kirkland Lake saw the potential in Detour, acquired the company, he drilled the property. That 20 million ounces became 30 million ounces. Agnico Eagle saw the potential in Detour. They acquired Kirkland Lake. They drilled the property. Today, the inventory at Detour is roughly 43 million ounces. Agnico has a plan where they're gonna take production on that asset to go to 1 million, maybe more ounces per year of production. If you take the resource and our 2% royalty on that, and gold prices today, there's $3 billion-$4 billion of value that'll accrue to us from the Detour royalty. These are the sort of assets that make our business so successful. These are the sort of deals that David has done that has made our business so successful. That is one of our greatest success stories.
I'll add along with Gold Strike, which is the earlier success story that we used to tell, and there are a few of them in the portfolio that are not just hundred baggers, they're more than hundred baggers. You ask yourself, what in aggregate does the portfolio do? This is the best example that we have. If we take when we did the IPO, all the assets that we acquired, the total reserves on the asset, just those assets at the time, it was 34 million ounces. If you take what's been produced since then and what their reserves are today, there's 3.6x as much gold as there was 18 years ago. That's the power of the optionality, how those ounces can grow over time. I'm gonna go back.
Remember two slides ago, I said the ounces that you can see today, the total value of that, $126 billion. Go forward 18 years. If history repeats itself and we end up with 3.6 x as much, that would be $440 billion. Now, conveniently or coincidentally, that's 10x what the enterprise value of our company is today. We've had a fantastic past, and the future at Franco is looking tremendously bright. With that, I would like to take any questions. As a reminder, for those here in person, please raise your hand and a microphone will be brought to you. If you're participating on the webcast, please type in your questions or comments in the messaging section of the Lumi platform, Lloyd will read the question aloud. Are there any questions from the floor.
I see a question there.
Hi, I'm Paul Durnin from Burlington. You had a co- commitment to Seabridge Gold last year or the year before, and I see it's not in the book this year. Is there some explanation on that? I always felt it was kind of difficult to think of a gold company that was around for 20 years and never produced any gold. Anyway.
They, well, you know, Seabridge has some very large assets, and then the largest being KSM. That's not the asset that we have a royalty on. We have a royalty on a property that is up north called Courageous Lake, also a very big property, probably 10 million ounces in resource.
11
11, you say? They have just spun that asset out into its own independent company. I don't exactly recall the name of the company, but I suspect it is in our book, it's just that the company name will be different.
Oh, okay. All right, I got another question, but I'm willing to-
Yep
go in rotation.
Go ahead.
Okay, the Ring of Fire, you have a commitment there, and obviously in the popular business media, there is some question marks about it. How do you build a railway and a road on a swamp? Things like that. It will be a huge investment to bring it to finish, and it'll be a long way off. The question of government funding has been kicked around, federal and provincial. Can you give your take on it? How will you play out in it? How is it going right now? What's your outlook?
Sure. The, it's almost like we planted that question. Ring of Fire is one of the bigger options that is in our portfolio. For those of you who are not familiar, it is up in northern Ontario. It's a huge area. Saw an exploration boom probably 15 years ago, and a very short amount of time, huge discoveries were made, the biggest being chromite, but also nickel, copper, gold. It's tremendously prospective, but as you point out, it's a very difficult region to get access to. Really for any activity to take place, you need either a railway or a road. The current owner of that property is Wyloo Metals.
They've been working with the First Nations, they've been working with the provincial and the federal governments to advance that. The First Nations are actually the proponents to have the road built, and that is the preferred access. The environmental applications are in on the road. They should be approved in the next year or so. In fact, construction has already begun on the roads. The section of the roads that sit on First Nations title land, they've already begun construction. There is a session, it's being hosted by Minister Rickford, it's in the next week or two, I think it is at the Canadian Club. The title of the session is The Ring of Fire: No Longer a Question of If, Just When.
You'll be able to find out more on the Ring of Fire, but the bottom line is, it is going ahead. The Ring of Fire in the recent Ontario provincial bill was declared a special development zone, which streamlines what permits are required for the construction of the mine on that property. I think the title of that session is accurate. I think the Ring of Fire, it is not a question of if, just when, and the timeline that has been outlined by Wyloo and the provincial government is probably the early 2030s for first production to come from the first mine to be built, which would be the Eagle's Nest Nickel Mine.
Thank you. Mr. Brink, I think we were all inspired by your story of Detour Gold. What other underappreciated assets might you have in your portfolio?
I'm gonna hand that question to Sandip.
Sure. Good afternoon, everyone. You know, obviously I could go on for quite a while. I think there's a lot of assets that are underappreciated in our portfolio, but I would say first of all is just the depth of the portfolio. You know, we have the largest royalty streaming portfolio in the industry. 441 assets, 121 producing, 44 advanced, but 276 exploration assets. But what's really important there is the amount of land we actually cover. We cover 72,000 sq km or 17.8 million acres of land. To put it in perspective, that is bigger than the country of Ireland.
If the land that Franco-Nevada actually covers with our royalties and streams was an independent country, we would be the 118th largest country in the world. That is how much land optionality we provide our shareholders. What's happening on these lands is the amount of exploration drilling. Just from a conservative estimate, we figure there's about $600 million of drilling happening in 2026 on our land, and that's 2.5 million meters of drilling. What I'm pretty comfortable with is that some of that drilling will be successful, you will get resources found, new deposits found, and our assets will either get longer mine lives, which will increase our NAV and thus our share price. I think that is what is truly underappreciated.
In terms of specific assets, Paul obviously talked about the Ring of Fire, which we don't think we get the full appreciation of. The other one is New Prosperity. It's a stream that we entered into with a company called Taseko Mines back in 2010. It's a copper gold system in British Columbia. It didn't receive its federal permit. It did get its provincial permits, unfortunately, as I said, it didn't get its federal, and it kinda just sat on the bench for a while. Middle of last year, a deal was reached between the First Nations, Taseko Mines, who was the owner, and the British Columbia government to work out a structure where the First Nations gets 22.5% interest in the property.
Now you have, I would say, an objective that's aligned amongst all three parties. Obviously, it's still early to see where it goes, but we're very encouraged that everybody seems to be on the same page. If that asset is actually developed, our commitment is $350 million for 22% of the gold. Based on the mine plan that we had at the time, it was 300,000 ounces of gold a year. That's 66,000 ounces of gold to Franco under the stream agreement. At today's gold price, you can obviously understand how valuable that is.
An NAV on that today would be $1.5 billion north of that for a $350 million investment, and I'm pretty sure the value that's reflected in our share price for that asset is very minimal right now. Again, a huge option in the portfolio along with the Ring of Fire, but more so it's just the land package that Franco actually covers and the number of assets. As I said, I could name more, but those are the two largest ones for us.
We got another question from the floor? There you go, Christina.
Hi. What is your appetite for doing more energy deals?
We've got a good appetite for doing more energy deals and the reason is, they worked extremely well for us. Our strategy is our number one commodity is gold and we'll invest in it whenever we can. Gold, like every other commodity is cyclical and there are times when either they're not good deals or it's too expensive, and we've always said, "Give us the latitude to look around, invest in some other commodities where we can get that same resource optionality, be more opportunistic in our entry points." Oil has worked extremely well. We've got some good entry points and now is a point of time. Here we are, oil prices, we're trading around $60 a b.
You have the sort of conflict, the sort of volatility in the markets that we all worry about. Oil has spiked. We really are uniquely positioned in the mining industry in that we get a double benefit. Much of the mining industry over time is plagued by operating cost inflation. The biggest component of that are energy prices. When you have higher prices like you have now, we not only are largely not exposed to that cost inflation, we have the double benefit that 6%-1 0% of our portfolio is made up of oil and we'll get that benefit. We very much like that model and we're open to, at the right time, adding more energy to the portfolio. I don't see any further questions. Lloyd, any questions on the webcast?
Nothing from the webcast.
Okay. Before we close the meeting, a reminder that we'll be releasing our Q1 results later today and a press release should cross the wire early this evening. We hope you are able to join us for our Q1 conference call, which is scheduled for 8:00 A.M. Toronto time tomorrow morning. Thank you for your support of Franco-Nevada, and have a good evening.