Franco-Nevada Corp 2025年度报告

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by theannual report: 192,798,692 Indicate by check mark whether the Registrant:(1)has filed all reports required to be filed by Section13 or15(d)of the Exchange Act during thepreceding 12months (or for such shorter period that the Registrant was required to file such reports); and (2)has been subject to such filing requirementsfor the past 90days.⌧Yes◻No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).⌧Yes◻No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by checkmark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that☒ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ EXPLANATORY NOTE Franco-Nevada Corporation (the“Registrant” or the“Company”) is a Canadian issuer that ispermitted, under the multijurisdictional disclosure system adopted in the United States (“MJDS”), toprepare its annual report pursuant to Section13 of the Securities Exchange Act of 1934, as amended(the“Exchange Act”), in accordance with disclosure requirements in effect in Canada that differ fromthose of the United States. The Registrant is a “foreign private issuer” as defined in Rule3b-4 under the FORWARD-LOOKING STATEMENTS This Annual Report on Form40-F and the exhibits hereto (this“Annual Report”) contain“forward-looking information” and “forward-looking statements” within the meaning of applicableCanadian securities laws and the United States Private Securities Litigation Reform Act of 1995,respectively, which may include, but are not limited to, statements with respect to future events or futureperformance, management’s expectations regarding the Registrant’s growth, results of operations,estimated future revenues, performance guidance, carrying value of assets, future dividends andrequirements for additional capital, mineral resources and mineral reserves estimates, productionestimates, production costs and revenue, future demand for and prices of commodities, expected miningsequences, business prospects and opportunities, the performance and plans of third-party operators, anyongoing or future audits being conducted by the Canada Revenue Agency (“CRA”), the expected exposurefor current and future tax assessments and available remedies, and statements with respect to the future Forward-looking statements involve known and unknown risks, uncertainties and other factors,which may cause the actual results, performance or achievements of the Registrant to be materiallydifferent from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from anyforward-looking statement, including, without limitation: fluctuations in the prices of the primarycommodities that drive royalty and stream revenue (gold, platinum group metals, copper, nickel, silver,iron ore and oil and gas); fluctuations in the value of the Canadian and Australian dollar, Brazilian real,Mexican peso, and any other currency in which revenue is generated, relative to the U.S. dollar; changes innational and local government legislation, including permitting and licensing regimes and taxation policiesand the enforcement thereof; proposed tariff and other trade measures that may be imposed by the UnitedStates and proposed retaliatory measures that may be adopted by its tra