stream and royalty finance for the mining and metals sector

An Introduction to

STREAM & ROYALTY FINANCING IN THE MINING & METALS SECTOR

Featuring interviews with

Nolan Watson,President & CEO,Sandstorm Gold

David Harquail, President & CEO,Franco-Nevada

Stream & Royalty Financing in the Mining & Metals Sector – an ebook by www.minesandmoney.com

Stream & Royalty Financing in the Mining & Metals Sector – an ebook by www.minesandmoney.com2

Contents 4 What is Royalty & Stream Financing?

4 Why now?

5 A Brief History

6 Players

7 Interview: David Harquail, President & CEO, Franco-Nevada

12 Interview: Nolan Watson, President & CEO, Sandstorm Gold

15 Events Overview

15 Contact Us


Welcome

Dear Reader,

Streaming and royalty finance is one of the big trends of the mining finance space and continues to be major theme of discussion at Mines and Money events. As a funding squeeze heightens amidst risk-averse sentiment, miners are looking for alternative – and more creative – methods to fund new projects.

So we felt the time was right to create this ebook. Within these pages you’ll be introduced to the main players within royalty and streaming, the history of the sector and the catalysts behind its increasing adoption.

We’ve also included interviews with two of the industry’s leaders, in David Harquail and Nolan Watson. Their respective companies – Franco-Nevada and Sandstorm Gold – have entered the sector at very different stages but both are delivering impressive results.

Both have featured in a Mines and Money program; David Harquail as keynote at Mines and Money Australia in October 2012 and Nolan Watson at Mines and Money London in December 2012.

Mines and Money is the leading international event series for capital-raising and mining investment. As a deal-making forum it brings together mining developers and financiers to directly meet their industry counterparts and compare the full spectrum of investment and capital-raising options on offer.

As a knowledge-sharing platform it brings together the industry’s leading minds and innovators so our programs deliver cutting-edge analysis of the trends that will shape the future of the industry.

Again, I hope you enjoy the read and look forward to meeting you at a future Mines and Money event in London, Hong Kong, Beijing or Sydney.

Best regards,

www.minesandmoney.com

The Mines and Money Team


What is Royalty and Stream Financing?

OvERvIEW

The topic of royalty and stream financing has been much discussed in the mining finance scene in recent years with a string of high-profile deals and growing portfolios for providers. But how does the model work? Who are the major players? And why is the time right for the royalty and stream sector? Over the following pages and with the help from some of the industry’s leaders, this ebook will set out to answer those questions.

Royalty and stream financing - also known as volumetric production payments (VPP) - involves a producer selling a percentage of their future output in exchange for an upfront cash payment from the financier.

As an alternative to debt and equity financing it has proved a popular option in recent years as funding through these more traditional methods becomes harder to obtain for mining projects in the current economic climate.

BENEFITS

➢ Provides operator with upfront cash payment to begin production of mining project

➢ Financier receives percentage of production output at negotiated cost price (often for life-of-mine duration)

➢ Significantly lowers the risk found in traditional funding models by sharing risks between parties

➢ Decreases the amount of third parties, contracts and associated fees required in traditional scenarios

➢ Deals are made on a project-by-project basis so a producer retains company ownership thereby protecting – and not diluting - shareholder value

WHY NOW?

The upturn in royalty and streaming deals seen in recent years is related to the fact that capital funding has become more difficult to raise.

Traditionally, streaming and royalty companies couldn’t compete with debt and equity financiers but an increase in risk-averse sentiment due to the more volatile economic climate has made capital harder to secure.

Royalty and streaming companies have stepped in to fill this gap in the market.

While still a smaller segment of the wider sector (projected at 5%), royalty and streaming has shown significant growth and is showing signs that this will continue.

In the past couple of years the sector has seen significant expansion from existing industry players, a new wave of companies entering the market as well as traditional financiers taking their first steps in to the waters of royalty and stream financing.

With a current market capitalisation of approximately US$30 billion for the whole sector, Franco-Nevada’s CEO David Harquail recently predicted that the potential is for a US$100 billion sector and Nolan Watson goes further to say that the sector could be worth several hundred billion dollars in 20 years’ time.


The History

1982: ➢ Franco-Nevada is founded by Seymour Schulich and Pierre Lassonde as a gold producer focusing on the Nevada region

1986: ➢ Franco-Nevada is re-launched as the world’s first gold streaming company with its first royalty stream deal made for a cost of US$2 million

1991: ➢ Royal Gold is founded

2002: ➢ Franco-Nevada’s first stream is now generating US$30 million annually. From an initial market cap of US$2.3 million, it has by this time grown to US$3 billion.

➢ Franco-Nevada sells its only mine to Normandy Mining and after a subsequent bidding war between Newmont Mining and AngloGold, Newmont buys Normandy. Newmont then merges Franco-Nevada and creates the world’s largest gold producer.

2004: ➢ Silver Wheaton is founded

➢ Goldcorp reduces its ownership of Silver Wheaton to 48%

2006: ➢ Nolan Watson is named CFO of Silver Wheaton at the age of 26

2007: ➢ Franco-Nevada launches an IPO on the TSX, raising US$1.1 billion (the largest in North American history)

2008: ➢ Goldcorp completely divests from Silver Wheaton

➢ Sandstorm is founded by CEO Nolan Watson after leaving Silver Wheaton where he was CFO

2010: ➢ Royal Gold experiences its biggest growth ever with US$1 billion of assets added

2012: ➢ Franco-Nevada agrees a US$1 billion deal with Inmet’s Panama project (the largest deal of its kind yet)

➢ Royal Gold records revenue of US$263 million (fiscal year ending June 30), marking the 11th consecutive year of record revenue

➢ Silver Wheaton agrees a deal worth US$750 million with Hudbay Minerals

➢ Blackrock Inc, the world’s biggest investor in resources - but never via royalty or streaming deals before – invests in a US$110 million royalty deal with London Mining’s Marampa mine in Sierra Leone

➢ Sandstorm Gold posts record revenue of US$15.1 million in Q3

➢ Franco-Nevada has US$4 billion worth of deals in place

Timeline


The PlayersMAJORS

➢ The first gold streaming company

➢ 207 mining projects

➢ Based in Toronto, Canada

➢ US$8.63 billion marcap

➢ Listed on the TSX: FNV and NYSE: FNV

➢ CEO is David Harquail (Keynote at Mines & Money Australia, October 2012)

➢ The world’s largest silver streaming company

➢ 15 stream agreements with projects in the Americas and Western Europe

➢ Based in Vancouver, Canada


➢ Listed on the TSX: SLW, NYSE: SLW and FWB: SII

➢ CEO & Director is Peter Barnes, President is Randy Smallwood

➢ Royalty claims in the Americas, Africa, Western Europe and the Soviet Union

➢ Based in Denver, Colorado


➢ Listed on the NASDAQ: RGLD, TSX: RGL and FWB: GR3

➢ CEO & Director is Tony Jensen (Keynote at Mines & Money Hong Kong, March 2013)

➢ Agreements with Luna Gold, Silvercrest Mines, Sante Fe Gold, Rambler Metals & Mining, Brigus Gold, Metanor Resources and Donner Metals

➢ Based in Vancouver, Canada


➢ Listed on the NYSE MKT: SAND and TSX-V: SSL

➢ CEO is Nolan Watson (Keynote at Mines & Money London, December 2012)

Franco-Nevada

Silver Wheaton

Royal Gold

Sandstorm

➢ Gold Royalties Corporation

➢ Abitibi Royalties

➢ Bullion Monarch Mining

➢ Callinan Royalties

➢ Premier Gold Royalties

➢ Virginia Mines

➢ Anglo Pacific

➢ BlackRock (not a royalty or stream company – Blackrock is a resource investment fund – but they have begun engaging in royalty deals)

OTHERS


Interviewwith DAVID HARQUAIL PRESIDENT & CEO, FRANCO-NEVADA

M&M: David, would you mind starting off by describing how a royalty stream funding model operates?

DH: It’s a bit of a cross between being a gold operating company and a gold ETF. So actually, we like to call ourselves a gold ETF on steroids. The way this business operates is we try to get our shareholders exposure to gold but limit our exposure to operating and capital costs inflation because that’s been one of the biggest challenges for investors in the operating companies.

What we offer companies is something really that’s in between debt and equity. We will take up some of the start-up risk, production and commodity price risk of a new project and what we expect the operator to do is manage the capital and operating costs because of the closeness to the projects.

What we’re doing by providing that type of financing, we’re somewhat a partner with the operator. We’re not in their face in terms of making any decisions, that they have 100% say in terms of how they execute on their own project. Because we believe they’re motivated to maximize the amount of product from their own projects, which is in our interest as well.

We are looking for participation in the long-term success of that project and we really win if they’re successful in the project. We especially win if they manage to find more reserves and resources or expand production on top of the original project that we bought into. So it’s a business that you have to have a very long-term perspective. But what we’re offering to our investors is a long-term participation in various projects without some of the risks attached to it.

Listen to this interview as a podcast

“ We are looking for participation in the long-term success of that project”

http://www.minesandmoney.com/london/podcast-with-david-harquail-president-ceo-of-franco-nevada7041/

http://www.minesandmoney.com/london/podcast-with-david-harquail-president-ceo-of-franco-nevada7041/


M&M: You’ve been quoted recently as saying that market conditions are “as good as they can get” for your business. Randy Smallwood, the CEO of Silver Wheaton, a company using a similar funding model, has said his company has “never been busier”. Why then, at a time when mining companies are struggling to attract funding from risk-adverse lenders, is this funding model getting so much traction? Why now?

DH: The reason why it’s so attractive right now is we are the alternative that’s providing the lowest cost and most attractive terms for financing mines. We couldn’t compete when the equity markets were really ignoring all the risks attached to the markets and every junior could raise money through a bond deal in the equity markets.

We couldn’t compete with that. Also what’s happened is since we’ve had the global financial crisis, the lending institutions that were doing project lending have become much more discriminating and tighter on their terms.

What’s really come to the forefront is people have been looking for alternative forms of financing given the tight equity and debt markets and now they’re realising all of a sudden that the royalty and streaming companies now are a significant force in this business. We have a collective market cap now approaching US$30 billion. We’ve been involved in transactions that just recently as large as US$1 billion commitments to individual projects.

So all of a sudden people are looking and saying, not only can you get attractive terms but it’s almost one-stop shopping. If they went to a project lender and tried to raise US$1 billion, it would involve a large syndicate of multiple banks. It’s very complicated deal structures with consultants, lots of fees, lots of guarantees with often the need to hedge. With a gold royalty company it’s a much simpler transaction.

As well, with the royalty companies, the streaming companies, we’re sharing in some of the risks of the projects going forward. We’re much more patient and forgiving money as well, so it actually makes a lot of sense for the operating companies to consider it. Then relative to equity, I think the biggest complaint is that we are taking a longer term participation or tail in the projects.

But when the companies are evaluating against doing an equity deal in a weak equity market, they have to remember that they’re often giving up a piece of their company, which means a piece of everything and all their future projects forever. When they’re doing stream financing, what they’re doing is giving up a specific interest in one of their projects going

Interview with DAVID HARQUAIL PRESIDENT & CEO, FRANCO-NEVADA (continued)...

“ We are the alternative that’s providing the lowest cost and most attractive terms for financing mines”



forward. So when they actually look at it from a shareholder perspective, it’s often less diluted and more attractive than doing a pure equity issue.

So I think for all those reasons, this is getting a lot of traction right now and I totally concur with Randy and even Tony Jensen at Royal Gold. This is the busiest times we’ve ever had. We’re recruiting more people just to help us on evaluating the projects in front of us.

M&M: One recent deal which we’ve heard about is the Inmet deal. I was wondering if you can talk about how that came about and when talks began?

DH: A lot of these large deals, they have a long gestation period. So, Inmet, I’ve known the principals there and the team there for a very long time and we first started talking to them about the potential of royalty or streaming financing more than three years ago. What it is, is they also have, besides the Cobre Panama project, they’ve had other gold projects. They’ve had their own royalties and so we’ve talked to them about a combination of buying interest in existing assets and as well as providing financing for Cobre Panama.

On a mine financing or a streaming deal, it’s actually a lot of things have to come together. We’re not providing all the money for the project. So often what we’re looking for is the entire financial package to come together so that we know we’re part of the larger equation in putting the project into production. As well as we’re looking for milestones such as the final permitting, the final go-ahead decision. So this has been a long time coming.

We’ve been in discussions with Inmet through all this time when they were evaluating those options and really they needed to look at their other alternatives. They were looking to bring in other potential operating partners with them. When they kind of looked at the universe of what was best for their company, at this particular window – doing a US$1 billion stream financing for the project to put together the entire financing for what’s going to be one of the largest mining developments in the world at US$6.2 billion and 240,000 tons a day - it was just the right fit at the right time.

We’ve had discussions with a substantial number of larger producing companies that do exactly these types of transactions. Not everything comes together at the right time. You might recall a year and a half ago we made a US$350 million commitment on Taseko’s new Prosperity mine in British Columbia. That commitment still stands but their still waiting to get their permits. So our funding is pending them getting their permits to go ahead with construction.

So we need a number of steps to come together. Cobre Panama, it’s one of those projects that has actually got all its permits. It’s in construction right now so we’re looking forward to funding that as it gets built.

“ We have over 350 different mining, oil and gas properties”



M&M: You’ve mentioned a couple of things there, but what other criteria do you look for in a potential investment and are there unique aspects about a project that makes one more or less eligible for this type of funding?

DH: What do we expect, fundamentally, is that the gold to be produced from a property. So we’ll make our own assessment in terms of what is the most likely production profile and timing for development of a project and that’s how we’ll come to our underlying valuation. But what most attracts us is, what is the potential upside beyond what we can see today?

We actually take a very long-term perspective. We’re saying, as long as we’re comfortable, we can get our money back, we’ll be willing to price something with a relatively low rate of return on that initial investment because what we’re hopeful for is we’re going to have participation on the upside on the property.

So the things that attract us is, one, is it a large property? What is the sort of geological genesis of the ore bodies? Is it the type of ore body that can continue in depth, can continue along strike? That’s very important to us. What is the size of that property, because that increases that optionality of finding more on the project?

What is the initial or already existing capital investment in that camp so that we’re comfortable that people will continue to do exploration in the future? Because it’s one of those great trends, such as the Carlin Trend or the Duster Porcupine in Canada that people always come back to in multiple cycles to try to find the subsequent deposits.

At heart, we’re all explorationists. We’re trying to actually invest in properties where we’re relatively comfortable we’ll get our money back. But what we’re doing is we’re willing to pay up for those properties because we’re hopeful that these properties will continue to give in the future and we can be very patient with our broad portfolio and hopefully those properties to deliver.

On average right now, we have over 350 different mining, oil and gas properties. We have 207 mining properties. About 43 or 44 are in production today, and about 24 or 25 that are in development. But we have a lot of properties right now that we would call exploration properties that each year, we get the benefit of people advancing them into projects that could be developed in the future.

So, that optionality has been worth a lot to us. It’s something that gives us a very long duration in our portfolio and is exactly what our investors need.

“ At heart, we’re all explorationists”



M&M: Finally then, with companies such as Nolan Watson at Sandstorm Gold fast emerging as a contender in the sector, and investors like Evy Hambro at BlackRock striking royalty deals, how do you see the royalty and stream finance sector developing over the next few years?

DH: There’s room for all of us. I can remember the gold industry ten years ago was about a US$50 billion market cap and the entire mining sector was something like US$200 billion.

Now, we’re looking at something that’s about US$2 trillion in terms of total market cap for the mining sector. I believe that you can have about 5% of the global value of the mining sector related to streaming type exposure. We’ll always be a smaller component of the industry but I believe that the potential is for a US$100 billion sector.

As I mentioned earlier, if you look at the royalty companies, we haven’t quite reached US$30 billion. I think there’s still a lot of run room for us yet to advance it. Also I think it’s very promising because, one, the equity markets, I do expect them to come back. But I think it’s clear we’re not going to have as aggressive project and lending capabilities for the mining industry that we used to have before the global financial crisis. I think what you’re seeing now is the streaming companies are coming in to fill some of that gap that was from the project lending side.

So I’d say our potential is well beyond the US$100 billion range in terms of growing our sector. I think we’re going to be sort of the form of project finance for mines in the future. I think now we have three substantial companies between ourselves, Silver Wheaton and Royal Gold and there’s actually, besides Sandstorm, there are almost another dozen junior companies.

We just announced a joint venture with a new company that just IPO’ed a month ago called Gold Royalty Corporation out of western Canada. There’s Abitibi Royalties. There’s Callinan Royalties. There’s Premier Gold Royalties that’s about to float and spin out. Virginia Mines in Quebec is looking to do a lot of royalty transactions and we’ve partnered with them doing deals.

So, there’s Anglo Pacific out of the London Exchange and now Evy, as you mentioned, with BlackRock, I think everyone’s looking at the potential saying, “This has been such a successful business model that other people want to enter into.” So I think it’s almost a compliment.

Franco-Nevada was the very first company to do this back in the mid-80’s, at least the original company. I think it’s a compliment that so many smart people are now trying to get in the sector. We’re in a growth phase. I think there’s lots of room. I think when it gets harder to do transactions, then I think you’ll see a phase where you might see some consolidation among the royalty companies. But we don’t need to do it right now. We need all the investment teams possible because all of us are too busy.

“ We’ll always be a smaller component of the industry but I believe that the potential is for a US$100 billion sector”


Interview

M&M: The stream financing sector has been getting a lot of attention lately with a string of high profile deals - in Sandstorm’s case, 9 deals worth over US$240 million - this at a time where we’ve seeing some miners struggling to raise funds for new projects. Why are market conditions right for stream financing?

NW: Well, now is a great time for streaming companies like Sandstorm because capital has gotten tighter for the actual mining companies. The equity market has gotten more challenging to raise money than it was a couple of years ago. The debt markets are getting more challenging. There have been a couple of banks recently that have blown themselves up on lending to mining companies and are backing away from the business, and so streaming companies are doing fantastic with higher gold prices and higher commodity prices. They’re making lots of money. They have lots of ability to equity finance themselves, and so companies like Sandstorm are out there looking, willing and able to finance mining companies.

So it’s a great time to be a streaming company, but it’s a great time to be a mining company with an attractive project that’s attractive to a streaming company because there’s no shortage of capital from streaming companies that are looking for a home at good mining companies to make good investments.

M&M: How would you define the advantage of streaming over debt financing or private equity, both looking from a miner’s and an investor’s perspective?

NW: Debt financing for more junior mining companies that are putting their first or second asset into production is notoriously difficult. It takes anywhere from nine months to two years to put in place. The due diligence is exhausting. There are significant costs that are incurred by the mining company to have all the due diligence and legal work done for the bank, and the bank doesn’t have to give you any commitment that they’re going to give you any financing. So the mining

Listen to this interview as a podcast

with NOLAN WATSON, PRESIDENT & CEO, SANDSTORM GOLD

“It’s a great time to be a streaming company, but it’s a great time to be a mining company with an attractive project”

http://www.minesandmoney.com/london/podcast-with-nolan-watson-president-ceo-of-sandstorm-gold-7390/

http://www.minesandmoney.com/london/podcast-with-nolan-watson-president-ceo-of-sandstorm-gold-7390/


Interview with NOLAN WATSON, PRESIDENT & CEO, SANDSTORM GOLD (continued)...

company bears a cost, and it doesn’t have any commitment. And if you do finally get any money from a bank, they’ve got so many restrictive and tight covenants that the minute that you sneeze or hiccup or anything goes wrong at your mine, then they have the ability to force you to raise equity and/or to take your assets away from you. That is happening in an alarming pace, and that’s a very, very risky place to be if you’re the management of a mining company because you could not only lose your job. You could lose your reputation if a bank gets too nervous.

Whereas at Sandstorm, we are 100% equity financed ourselves. So we act and behave like an entity that has the patience to allow management of mining companies to work through the challenges that they face. I’ve been involved personally in putting and financing about 20 different mines into production, and every single asset had problems that were not expected at the time. So we’ve learned to be very, very patient, and we know that unforeseen challenges are going to happen when a mine gets put into production. We stand there as a supportive partner, not as a source of stress for the management team.

So I think that’s the main reason that you see companies like Sandstorm financing mining companies rather than those companies taking on debt. Then compared to private equity, private equity they like to do large deals, but they aren’t willing to pay high prices and they take a very, very, very long time. So it’s really - for most serious cases - it’s not a viable form of mine equity, mine financing.

M&M: What characteristics are you personally looking for when you’re evaluating an investment?

NW: Well, we’re looking for good assets that have the ability to produce at a low cost. Although we do look for assets that will have expiration upside, because as a streaming company we are willing to take on a reasonable amount of risk, and that risk we’re looking for some sort of off-setting upside to compensate for. But having said that, we are looking for assets that have good management teams and moderate to low cash cost of production.

M&M: Nolan, you mention that one of the characteristics you’re looking for is a good management team. Are you able to define some internal management strategies which can improve the appeal of mining companies to investors like yourself?

NW: One of the keys to a good management team is experience and having done it before and combining that with a healthy understanding of the risks and challenges that will be faced putting a mine into production. The number one problem that I see when we are looking at doing deals with management teams is when management are overconfident in their ability to execute on time and on budget without facing significant risks, it’s those management teams that tend to go take on a lot of debt because they don’t see problems with the mine as they put it into production. They don’t see problems with potentially paying back the debt, and it’s those management

“ We’ve learned to be very, very patient, and we know that unforeseen challenges are going to happen”


Interview with NOLAN WATSON, PRESIDENT & CEO, SANDSTORM GOLD (continued)...

teams that end up losing their assets to banks or asset security seizures and end up losing a lot of money for shareholders.

So Sandstorm prefers to stay away from stories like that. We prefer to work with management teams that are good at what they do and they understand the various risks that they face and they plan for those risks so when things go wrong, they can be ready with a backup plan and keep moving forward. In my mind, that is the key differentiating factor in a good management team versus a poor one in the mining industry.

M&M: So let’s now have a look at the opportunities of different mining jurisdictions. Sandstorm’s investments are currently based in the U.S., Canada, Mexico, and Brazil – which other regions do you think have the right criteria for investments, and do you think you will be venturing into any other new territories in the near future?

NW: Right now we’re all in North and South America, but that isn’t necessarily by design. Our goal is to stay in politically stable jurisdictions for the most part. But we are willing to take a portfolio approach to our investments and invest in slightly riskier countries so long as it’s a small investment relative to the size of Sandstorm, so that, on the whole, Sandstorm is still a low political risk company. So we are looking outside of the Americas, everywhere from West Africa to parts of Asia to Australia and even Europe.

M&M: You mention West Africa there. Are there any particular countries you’re looking at?

NW: Well, West Africa is a rapidly changing environment from a political spectrum. So the countries that we like may change year to year. But generally speaking, we like countries like Liberia, like Sierra Leone, like Ghana, like Burkina Faso and there are a few others as well.

M&M: And lastly, Nolan, I was speaking with David Harquail from Franco-Nevada recently. He told me he thinks that the metal streaming industry has a potential to be worth US$100 billion. How do you see the sector developing over the next few years?

NW: Although it’s tough to always put a time frame on things, I believe the streaming space has the long-term potential to be even much larger than that. $100 billion if you look at where the streaming industry was 8 years ago, it was probably a combined market capital, of all streaming and royalty companies, under a billion dollars. If you look today, that’s closer to US$30 billion, and I think it’s going to go well past US$100 billion. I wouldn’t be surprised to see it in the hundreds of billions 20 years from now.

“Innovation-wise, I’d say the streaming model is becoming more prominent. You’re seeing more royalty activity as well. With respect to streaming, it can be a win/win form of financing, especially in the current market of tight debt and depressed equity valuations. Debt covenants can be very restrictive and with a stream, your obligations are married to the production results.”

Marcel De Groot, Founder & President, PATHWAY CAPITAL

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Featuring Nolan Watson, Sandstorm Gold

Featuring Tony Jensen, Royal Gold