Mr. Stefan Axell reports

FRANCO-NEVADA ANNOUNCES US$ 550 MILLION BOUGHT DEAL FINANCING

Franco-Nevada Corp. has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, CIBC Capital Markets, RBC Capital Markets and Scotiabank, pursuant to which they have agreed to purchase, on a bought-deal basis, 11.5 million common shares of Franco-Nevada at a price of $47.85 (U.S.) per common share, for aggregate gross proceeds to Franco-Nevada of approximately $550-million (U.S.). The underwriters will also have the option, exercisable in whole or in part, at any time for a period of 30 days following the closing of the offering, to purchase up to an additional 1,725,000 common shares at the offering price to cover overallotments, if any. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the offering to Franco-Nevada will be approximately $663-million (U.S.).

The company plans to use the net proceeds of the offering for the financing of Franco-Nevada's acquisition of a precious metal stream with reference to production from Glencore PLC's Antapaccay mine located in Peru, as announced on Feb. 10, 2016, and the balance will be added to the working capital of the company and used for further investments and other general corporate purposes. The completion of the offering is not conditional upon the successful completion of the Antapaccay transaction.

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

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

The company has filed a registration statement (including the existing base-shelf prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the company has filed with the SEC for more complete information about the company and the offering. You may get these documents for free by visiting EDGAR on the SEC website. Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, or you may request it, in Canada from BMO Capital Markets, Brampton Distribution Centre, care of the Data group of companies, 9195 Torbram Rd., Brampton, Ont., L6S 6H2, by telephone at 905-791-3151, extension 4020, or by e-mail at torbramwarehouse@datagroup.ca, and in the United States from BMO Capital Markets Corp., at 3 Times Square, 27th floor, New York, N.Y., 10036 (attention equity syndicate), or toll-free at 800-414-3627 or by e-mail at bmoprospectus@bmo.com; from CIBC at useprospectus@us.cibc.com or fax to 212-667-6303, Canada: michelene.dougherty@cibc.ca; in Canada from RBC Capital Markets, attention: Distribution Centre, 277 Front St. West, 5th floor, Toronto, Ont., M5V 2X4 (fax 416-313-6066), and in the United States from RBC Capital Markets LLC, attention: prospectus department, Three World Financial Center, 200 Vesey St., eighth floor, New York, N.Y., 10281-8098 (telephone 877-822-4089 or fax 212-428-6260); or in Canada from Scotiabank, Equity Capital Markets (telephone 1-416-862-5837), Scotia Plaza, 64th floor, 40 King St. West, M5W 2X6, Toronto, Ont., and, in the United States from Scotiabank, Equity Capital Markets (telephone 1-212-225-6853), 250 Vesey St., 24th floor, New York, N.Y., 10281.

Other corporate updates

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

Including the first contribution from the company's Antamina stream, the company expects gold equivalent ounces for 2015 in the range of 357,500 to 362,500 gold equivalent ounces, an approximate 23-per-cent increase over 2014.

Revenue for 2015 is expected to be slightly higher than for 2014 despite being impacted by weaker commodity prices.

Year-end net debt is expected to be approximately $290-million (U.S.) with approximately $460-million (U.S.) outstanding under the company's credit facility.

An impairment is expected on the company's carrying value of its oil and gas assets. The impairment is estimated to range between $60-million (U.S.) and $80-million (U.S.). In addition, an impairment is expected on the company's royalty at Rubicon Minerals Corp.'s Phoenix project (which has a carrying value of $16.6-million (U.S.)) due to recently revised resources.

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

We seek Safe Harbor.