GROY 6-K
Gold Royalty Corp. (GROY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number 001-40099
GOLD ROYALTY CORP.
(Registrant’s name)
1188 West Georgia Street, Suite 1830
Vancouver, BC V6E 4A2
(604) 396-3066
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form<br>20-F ☒ | Form<br>40-F ☐ |
|---|
INCORPORATION BY REFERENCE
EXHIBITS 99.1 THROUGH 99.3, INCLUDED WITH THIS REPORT, ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED AND SUPPLEMENTED (FILE NOS. 333-280817, 333-280507, 333-276305, 333-267633, 333-270682) AND FORM S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOLD<br>ROYALTY CORP. | ||
|---|---|---|
| Date:<br>November 6, 2025 | By: | /s/<br>Andrew Gubbels |
| Name: | Andrew<br>Gubbels | |
| Title: | Chief<br>Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
FOR IMMEDIATE RELEASE
Gold Royalty ADOPTS SHAREHOLDER RIGHTS PLAN
Board and Special Committee act to protect and maximize value for shareholders
Vancouver, British Columbia – November 5, 2025 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) announced today that its board of directors (the “Board”), on the recommendation of a recently formed special committee of its independent directors (the “Committee”), has adopted a shareholder rights plan (the “Plan”) effective immediately.
After reviewing recent trading volumes and activity, the Board adopted the Plan to help ensure that all shareholders of the Company are treated equally and fairly in the event of any unsolicited take-over bid or other attempt to acquire control of the Company (including by way of a “creeping take-over bid”). In respect of such transactions, the Plan is intended to, among other things:
| ● | encourage<br>potential bidders to treat Gold Royalty shareholders fairly and equally and preserve control<br>premiums and value for shareholders; and |
|---|---|
| ● | provide<br>the Board and shareholders adequate time to appropriately respond on an informed basis, and<br>protect applicable legal rights. |
The Plan was not adopted in response to any specific take-over bid or other proposal to acquire control of the Company, and the Company is not aware of any such pending or contemplated take-over bid or other proposal.
Pursuant to the Plan, one right will be issued in respect of each outstanding Gold Royalty common share on the record date, being November 17, 2025, and thereafter, one right will automatically attach to each new common share issued by Gold Royalty. Each right will become exercisable if a person acquires beneficial ownership of 15% or more of the outstanding common shares without complying with the permitted bid provisions of the Plan. In such circumstances, each right will entitle the holder (other than the acquiring person) to purchase additional Gold Royalty common shares at a discount to the then prevailing market price. The Plan includes a mechanism that applies a higher 20% threshold to any entity that, together with its affiliates and joint actors, is not party to any standstill or similar arrangement with the Company.
The issuance of the rights will not affect trading of the GRC common shares, and no further action is required by shareholders. The Plan has an initial term of three years, provided that it is ratified by shareholders within twelve months of its adoption. If the Plan is not ratified by shareholders, the Plan, and any rights issued thereunder, will terminate.
The Plan is contained in an agreement between the Company and TSX Trust Company, as rights agent, dated November 5, 2025, the full text of which is available on the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The summary of the Plan contained herein is qualified in its entirety by the full text of the Plan.
About Gold Royalty Corp.
Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty’s diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
Gold Royalty Corp. Contacts
Jackie Przybylowski
Vice President, Capital Markets
Peter Behncke
Director, Corporate Development & Investor Relations
Telephone: (833) 396-3066
Email: [email protected]
Cautionary Statement on Forward-Looking Information:
Certain of the information contained in this news release constitutes “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws (collectively, “forward-looking statements”), including but not limited to statements regarding: expectations regarding the benefits of the Plan for the Company and Shareholders, the ratification of the Plan by the Company’s shareholders and the timing thereof and the Company’s focus and mission. Such statements can be generally identified by the use of terms such as “may”, “will”, “expect”, “intend”, “believe”, “plans”, “anticipate” or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including assumptions of management regarding the accuracy of the disclosure of the operators of the projects underlying the Company’s projects, their ability to achieve disclosed plans and targets, macroeconomic conditions, commodity prices, and the Company’s ability to finance future growth and acquisitions. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, any inability to any inability of the operators of the properties underlying the Company’s royalty interests to execute proposed plans for such properties or to achieved planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, the influence of macroeconomic developments, the ability of the Company to carry out its growth plans and other factors set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 and its other publicly filed documents under its profiles at www.sedarplus.ca and www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
Exhibit 99.2
EXECUTION COPY
SHAREHOLDER RIGHTS PLAN AGREEMENT
BETWEEN
GOLD ROYALTY CORP.
AND
TSX TRUST COMPANY
November 5, 2025
TABLE OF CONTENTS
| 1. Interpretation | 2 |
|---|---|
| 1.1. Certain<br>Definitions | 2 |
| 1.2. Currency | 19 |
| 1.3. Number<br>and Gender | 19 |
| 1.4. Headings<br>and References | 19 |
| 1.5. Calculation<br>of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares | 20 |
| 1.6. Acting<br>Jointly or in Concert | 20 |
| 1.7. Reference<br>to Ownership | 20 |
| 2. The Rights | 20 |
| 2.1. Issuance<br>and Evidence of Rights; Legend on Common Share Certificates | 20 |
| 2.2. Initial<br>Exercise Price; Exercise of Rights; Detachment of Rights | 21 |
| 2.3. Adjustments<br>to Exercise Price; Number of Rights | 25 |
| 2.4. Date<br>on Which Exercise is Effective | 29 |
| 2.5. Execution,<br>Authentication, Delivery and Dating of Rights Certificates | 30 |
| 2.6. Registration,<br>Transfer and Exchange | 30 |
| 2.7. Mutilated,<br>Destroyed, Lost and Stolen Rights Certificates | 32 |
| 2.8. Persons<br>Deemed Owners | 32 |
| 2.9. Delivery<br>and Cancellation of Certificates | 32 |
| 2.10. Agreement<br>of Rights Holders | 33 |
| 2.11. Rights<br>Certificate Holder Not Deemed a Shareholder | 34 |
| 2.12. Notice<br>of Proposed Action | 34 |
| 3. Adjustments to the Rights | 34 |
| 3.1. Flip-in<br>Event | 34 |
| 3.2. Fiduciary<br>Duties of the Board of Directors | 36 |
| 4. The Rights Agent | 37 |
| 4.1. General | 37 |
| 4.2. Merger<br>or Amalgamation or Change of Name of Rights Agent | 38 |
| 4.3. Duties<br>of Rights Agent | 38 |
| 4.4. Change<br>of Rights Agent | 42 |
| 4.5. Compliance<br>with Privacy Legislation | 42 |
| 4.6. Compliance<br>with Money Laundering Legislation | 43 |
| 5. Miscellaneous | 43 |
| 5.1. Redemption,<br>Waiver, Extension and Termination | 43 |
| 5.2. Expiration | 46 |
| 5.3. Issue<br>of New Rights Certificates | 46 |
| 5.4. Supplements<br>and Amendments | 46 |
| 5.5. Fractional<br>Rights and Fractional Common Shares | 48 |
| 5.6. Rights<br>of Action | 48 |
| 5.7. Regulatory<br>Approvals | 49 |
| 5.8. Declaration<br>as to International holders | 49 |
| 5.9. Notices | 49 |
| 5.10. Costs<br>of Enforcement | 50 |
| 5.11. Successors | 50 |
| 5.12. Benefits<br>of this Agreement | 50 |
| 5.13. Governing<br>Law | 51 |
| 5.14. Severability | 51 |
| 5.15. Effective<br>Date | 51 |
| 5.16. Determinations<br>and Actions by the Board of Directors | 52 |
| 5.17. Termination<br>Prior to Shareholder Approval | 52 |
| 5.18. Force<br>Majeure | 52 |
| 5.19. Preservation<br>of Corporation’s Rights | 52 |
| 5.20. Counterparts | 52 |
| i | |
| --- |
SHAREHOLDER RIGHTS PLAN AGREEMENT
THIS SHAREHOLDER RIGHTS PLAN AGREEMENT made as of November 5, 2025,
BETWEEN:
GOLD ROYALTY CORP., a corporation existing under the laws of the Canada and having an office at 1188 West Georgia St., Suite 1830, Vancouver, British Columbia V6E 4A2
(the “Corporation”)
OF THE FIRST PART
AND:
TSX TRUST COMPANY, a company existing under the laws of Canada and having an office at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1
(the “Rights Agent”)
OF THE SECOND PART
WHEREAS:
| A. | The<br>Board of Directors of the Corporation has determined that it is in the best interests of<br>the Corporation to adopt a shareholder rights plan. | |
|---|---|---|
| B. | In<br>order to implement the adoption of a shareholder rights plan as established by this Agreement,<br>the Board of Directors of the Corporation has: | |
| (1) | authorized<br>the issuance, effective at the close of business (as defined below) on November 17, 2025<br>(the “Record Time”), of one Right in respect of each Common Share outstanding<br>as of the Record Time; | |
| --- | --- | --- |
| (2) | authorized<br>the declaration and issuance of one Right in respect of each Common Share issued after the<br>Record Time and prior to the earlier of the Separation Time and the Expiration Time; and | |
| (3) | authorized<br>the issuance of Rights Certificates to holders of Rights pursuant to the terms and subject<br>to the conditions set forth herein. | |
| C. | Each<br>Right entitles the holder thereof, after the Separation Time, to purchase securities of the<br>Corporation pursuant to the terms and subject to the conditions set forth in this Agreement. | |
| --- | --- | |
| 1 | ||
| --- | ||
| D. | The<br>foregoing statements of fact and recitals are made by the Corporation and not the Rights<br>Agent. | |
| --- | --- | |
| E. | The<br>Corporation wishes to appoint the Rights Agent to act on behalf of the Corporation in accordance<br>with the express terms and conditions set forth herein (and no implied terms or conditions),<br>and the Rights Agent is willing to so act, in connection with the issuance, transfer, exchange<br>and replacement of Rights Certificates, the exercise of Rights and other matters referred<br>to in this Agreement. |
NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, the Corporation and the Rights Agent hereby agree as follows:
| 1. | Interpretation |
|---|---|
| 1.1. | Certain<br>Definitions |
| --- | --- |
In this Agreement, the following words and terms will, unless the context otherwise requires, have the following meanings:
| (a) | “Acquiring<br>Person” means any Person who is or becomes the Beneficial Owner of 15% or more<br>of the outstanding Voting Shares, provided that the term “Acquiring Person” will<br>not include: | |
|---|---|---|
| (i) | the<br>Corporation or any Subsidiary of the Corporation; | |
| --- | --- | --- |
| (ii) | any<br>Person who becomes the Beneficial Owner of 15% or more of the outstanding Voting Shares as<br>a result of one or any combination of: | |
| (A) | a<br>Voting Share Reduction; | |
| --- | --- | --- |
| (B) | a<br>Permitted Bid Acquisition; | |
| (C) | an<br>Exempt Acquisition; | |
| (D) | a<br>Pro Rata Acquisition; or | |
| (E) | a<br>Convertible Security Acquisition. |
provided that, if a Person becomes the Beneficial Owner of 15% or more of the outstanding Voting Shares by reason of one or any combination of a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition and, thereafter, such Person becomes the Beneficial Owner of any additional Voting Shares (other than pursuant to a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition or any combination thereof), then, as of the date that such Person becomes the Beneficial Owner of such additional Voting Shares, such Person will become an “Acquiring Person”;
| 2 | ||
|---|---|---|
| (iii) | for<br>a period of ten days after the Disqualification Date (as defined below), any Person who becomes<br>the Beneficial Owner of 15% or more of the outstanding Voting Shares as a result of such<br>Person becoming disqualified from relying on section 1.1(f)(vii) solely because such Person<br>or the Beneficial Owner of such Voting Shares has participated in, proposes or intends to<br>make or is participating in a Take-Over Bid or any plan or proposal relating thereto or resulting<br>therefrom, either alone or by acting jointly or in concert with any other Person. For the<br>purposes of this definition, “Disqualification Date” means the first date<br>of public announcement or disclosure of facts indicating that any Person has participated<br>in, has made, proposes or intends to make or is participating in a Take-Over Bid, either<br>alone or by acting jointly or in concert with another Person, or any plans or proposals relating<br>thereto or resulting therefrom; | |
| --- | --- | --- |
| (iv) | an<br>underwriter or member of a banking or selling group that becomes the Beneficial Owner of<br>15% or more of the outstanding Voting Shares in connection with a bona fide distribution<br>to the public of securities pursuant to an underwriting agreement with the Corporation; or | |
| (v) | a<br>Grandfathered Person, to the extent of its Beneficial Ownership of Voting Shares as at the<br>Effective Date as disclosed by such Person in its publicly filed ownership reports on Schedule<br>13D under the U.S. Exchange Act, insider reports under NI 55-102 and early warning reports<br>under NI 62-103 (in this section 1.1(a)(v), the “GF Threshold”), provided<br>that: (i) this exception will not be, and will cease to be, applicable to a Grandfathered<br>Person in the event that such Grandfathered Person, after the Record Time: (a) ceases to<br>own 15% or more of the outstanding Voting Shares, or (b) becomes the Beneficial Owner of<br>any additional Voting Shares (including after any disposition of Voting Shares by such Beneficial<br>Owner after the Effective Date), that increases its Beneficial Ownership of Voting Shares<br>as of the Effective Date by more than 0.01% of the number of Voting Shares outstanding from<br>time to time, other than through a Voting Share Reduction, a Permitted Bid Acquisition, an<br>Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition; and (ii)<br>the GF Threshold shall automatically and permanently be lowered to reflect any and all dispositions<br>of Voting Shares by the Grandfathered Person after the Effective Date. | |
| (b) | “Affiliate”<br>means, when used to indicate a relationship with a specified Person, a Person that, directly,<br>or indirectly through one or more intermediaries or otherwise, controls, or is controlled<br>by, or is under common control with, such specified Person. | |
| --- | --- | --- |
| (c) | “Agreement”<br>means this shareholder rights plan agreement dated as of November 5, 2025 between the Corporation<br>and the Rights Agent, as it may be amended, modified or supplemented from time to time. | |
| (d) | “annual<br>cash dividend” means cash dividends paid at regular intervals in any financial<br>year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate,<br>100% of the aggregate consolidated net income of the Corporation, before extraordinary items,<br>for its immediately preceding financial year. | |
| 3 | ||
| --- | ||
| (e) | “Associate”<br>means, when used to indicate a relationship with a specified Person: | |
| --- | --- | |
| (i) | a<br>corporation of which that Person owns, at law or in equity, shares or securities currently<br>convertible into shares carrying more than 10% of the voting rights exercisable with respect<br>to the election of directors under all circumstances or by reason of the occurrence of an<br>event that has occurred and is continuing, or a currently exercisable option or right to<br>purchase such shares or such convertible securities and with whom that Person is acting jointly<br>or in concert; | |
| --- | --- | --- |
| (ii) | a<br>partner of that Person acting on behalf of the partnership of which they are partners; | |
| (iii) | a<br>trust or estate in which that Person has a beneficial interest and with whom that Person<br>is acting jointly or in concert or in which that Person has a beneficial interest of 50%<br>or more or in respect of which that Person serves as a trustee or in a similar capacity;<br>provided, however, that a Person shall not be an associate of a trust by reason only of the<br>fact that such Person serves as a trustee or any similar capacity in relation to such trust<br>if such Person is duly licensed to carry on the business of a trust company under the laws<br>of the United States or Canada or any state, province or territory thereof or under other<br>applicable laws or if the ordinary business of such Person includes the management of investment<br>funds for unaffiliated investors and such Person acts as trustee or in a similar capacity<br>in relation to such trust in the ordinary course of such business; or | |
| (iv) | a<br>spouse of that Person, any person of the same or opposite sex with whom that Person is living<br>in a conjugal relationship outside marriage, a child of that Person or a relative of that<br>Person if that relative has the same residence as that Person. | |
| (f) | A<br>Person shall be deemed the “Beneficial Owner” of, and to have “Beneficial<br>Ownership” of, and to “Beneficially Own”: | |
| --- | --- | |
| (i) | any<br>securities as to which such Person or any of such Person’s Affiliates or Associates<br>is the direct or indirect owner at law or in equity and, for the purposes of this section<br>1.1(f)(i), but without limiting the generality of the foregoing, a Person shall be deemed<br>to be an owner at law or in equity of all securities: | |
| --- | --- | |
| (A) | owned<br>by a partnership of which the Person is a partner; | |
| --- | --- | --- |
| (B) | owned<br>by a trust in which the Person has a beneficial interest and which is acting jointly or in<br>concert with that Person or in which the Person has a beneficial interest of 50% or more; | |
| 4 | ||
| --- | ||
| (C) | owned<br>jointly or in common with others; and | |
| --- | --- | --- |
| (D) | of<br>which the Person may be deemed to be the Beneficial Owner (whether or not of record) pursuant<br>to the provisions of the CBCA, or the Securities Act (British Columbia) or pursuant to Rule<br>13d-3 or 13d-5 under the U.S. Exchange Act (or pursuant to any comparable or successor laws,<br>regulations or rules enacted in relation to the provisions of the CBCA or the Securities<br>Act (British Columbia) or pursuant to Rule 13d-3 or 13d-5 under the U.S. Exchange Act as<br>in effect on the date of this Agreement); | |
| (ii) | any<br>securities as to which such Person or any of such Person’s Affiliates or Associates<br>has, directly or indirectly: | |
| --- | --- | |
| (A) | the<br>right to acquire (whether such right is exercisable immediately or after the lapse or passage<br>of time and whether or not on condition or the happening of any contingency or otherwise)<br>pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing<br>(other than (x) customary agreements with and between underwriters and/or banking group members<br>and/or selling group members with respect to a bona fide public offering of securities, (y)<br>pledges of securities in the ordinary course of business that meet all the conditions specified<br>in Rule 13d-3(d)(3) under the U.S. Exchange Act (except for the condition in Rule 13d-3(d)(3)(ii))<br>and (z) pledge agreements with a registered securities dealer relating to the extension of<br>credit for purchases of securities on margin in the ordinary course of the dealer’s<br>business), or upon the exercise of any conversion right, exchange right, share purchase right<br>(other than the Rights), warrant or option, or otherwise; or | |
| --- | --- | --- |
| (B) | the<br>right to vote such securities (whether such right is exercisable immediately or after the<br>lapse or passage of time and whether or not on condition or the happening of any contingency<br>or otherwise) pursuant to any agreement, arrangement, pledge (other than (y) pledges of securities<br>in the ordinary course of business that meet all the conditions specified in Rule 13d-3(d)(3)<br>under the U.S. Exchange Act (except for the condition in Rule 13d-3(d)(3)(ii)); and (z) pledge<br>agreements with a registered securities dealer relating to the extension of credit for purchases<br>of securities on margin in the ordinary course of the dealer’s business), understanding<br>(whether or not in writing) or otherwise; | |
| (iii) | any<br>securities which are Beneficially Owned within the meaning of section 1.1(f)(i) or section<br>1.1(f)(ii) by any other Person with which such Person or any of such Person’s Affiliates<br>or Associates has any agreement, arrangement or understanding, whether or not in writing<br>(other than (x) customary agreements with and between underwriters and/or banking group members<br>and/or selling group members with respect to a bona fide public offering of securities; (y)<br>pledges of securities in the ordinary course of business that meet all the conditions specified<br>in Rule 13d-3(d)(3) under the U.S. Exchange Act (except for the condition in Rule 13d-3(d)(3)(ii));<br>and (z) pledge agreements with a registered securities dealer relating to the extension of<br>credit for purchases of securities on margin in the ordinary course of the dealer’s<br>business) with respect to or for the purpose of acting jointly or in concert in acquiring,<br>holding, voting or disposing of any Voting Shares of any class; and | |
| --- | --- | |
| 5 | ||
| --- | ||
| (iv) | which<br>are Beneficially Owned within the meaning of section 1.1(f)(i) or section 1.1(f)(ii), by<br>a Counterparty (or any of such Counterparty’s Affiliates or Associates) under any Derivatives<br>Contract (without regard to any short or similar position under the same or any other Derivatives<br>Contract) to which such Person or any of such Person’s Affiliates or Associates is<br>a Receiving Party (as such terms are defined in the immediately following paragraph); provided,<br>however, that the number of Common Shares that a Person is deemed to Beneficially Own pursuant<br>to this clause (v) in connection with a particular Derivatives Contract shall not exceed<br>the number of Notional Voting Shares with respect to such Derivatives Contract; provided,<br>further, that the number of securities beneficially owned by each Counterparty (including<br>its Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause<br>(iv) be deemed to include all securities that are beneficially owned, directly or indirectly,<br>by any other Counterparty (or any of such other Counterparty’s Affiliates or Associates)<br>under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s<br>Affiliates or Associates) is a Receiving Party, with this proviso being applied to successive<br>Counterparties as appropriate. A “Derivatives Contract” is a contract<br>between two parties (the “Receiving Party” and the “Counterparty”)<br>that is designed to produce economic benefits and risks to the Receiving Party that correspond<br>substantially to the ownership by the Receiving Party of a number of Voting Shares specified<br>or referenced in such contract (the number corresponding to such economic benefits and risks,<br>the “Notional Voting Shares”), regardless of whether obligations under<br>such contract are required or permitted to be settled through the delivery of cash, Voting<br>Shares or other property, without regard to any short position under the same or any other<br>Derivatives Contract. For the avoidance of doubt, interests in broad-based index options,<br>broad-based index futures and broad-based publicly traded market baskets of stocks approved<br>for trading by the appropriate federal governmental authority shall not be deemed to be Derivatives<br>Contracts; | |
| --- | --- |
provided, however, that a Person shall not be deemed the “Beneficial Owner” of, or to have “Beneficial Ownership” of, or to “Beneficially Own”, any security:
| (v) | where<br>such security has been or has been agreed to be deposited or tendered pursuant to a Permitted<br>Lock-up Agreement or is otherwise deposited or tendered to any Take-Over Bid made by such<br>Person, made by any of such Person’s Affiliates or Associates or made by any other<br>Person or made by any other Person referred to in section 1.1(f)(iii) until such deposited<br>or tendered security has been taken up or paid for, whichever shall first occur; | |
|---|---|---|
| 6 | ||
| --- | ||
| (vi) | where<br>such Person, any of such Person’s Affiliates or Associates or any other Person referred<br>to in section 1.1(f)(iii), has or shares the power to vote or direct the voting of such security<br>pursuant to a revocable proxy given in response to a public proxy solicitation made pursuant<br>to, and in accordance with, applicable Canadian and U.S. securities laws; | |
| --- | --- | --- |
| (vii) | where<br>such Person, any of such Person’s Affiliates or Associates or any other Person referred<br>to in section 1.1(f)(iii), holds or exercises voting or dispositive power over such security,<br>provided that: | |
| (A) | the<br>ordinary business of any such Person (the “Investment Manager”) includes<br>the management of investment funds for others (which others, for greater certainty, may include<br>or be limited to one or more employee benefit plans or pension plans) or mutual funds registered<br>or qualified to issue its securities under the laws of Canada or any province or territory<br>thereof or the laws of the United States of America or any state thereof, and such security<br>or voting or dispositive power over such security is held by the Investment Manager in the<br>ordinary course of such business in the performance of such Investment Manager’s duties<br>for the account of another Person (a “Client”), including a non-discretionary<br>account held on behalf of a Client by a broker or dealer appropriately registered under applicable<br>law; | |
| --- | --- | --- |
| (B) | such<br>Person (the “Trust Company”) is licensed to carry on the business of a<br>trust company under the laws of Canada or any province or territory thereof or under other<br>applicable laws and, as such, acts as trustee or administrator or in a similar capacity in<br>relation to the estates of deceased or incompetent Persons (each an “Estate Account”)<br>or in relation to other accounts (each an “Other Account”) and holds such<br>security or such voting or dispositive power over such security in the ordinary course of<br>such duties for such Estate Accounts or for such Other Accounts; | |
| (C) | such<br>Person (the “Statutory Body”) is established by statute for purposes that<br>include, and a substantial portion of the ordinary business or activity of such Person is,<br>the management of investment funds for employee benefit plans, pension plans, insurance plans<br>or various public bodies and the Statutory Body holds or exercises voting or dispositive<br>power over such securities for the purpose of its activities as such; | |
| (D) | such<br>Person (the “Administrator”) is the administrator or trustee of one or<br>more pension funds or plans registered under the laws of Canada or any province or territory<br>thereof or the laws of the United States of America or any State thereof (each, a “Plan”)<br>or is a Plan and holds such security for the purposes of its activity as such Administrator<br>or Plan; or | |
| 7 | ||
| --- | ||
| (E) | such<br>Person (the “Crown Agent”) is a Crown agent or agency and ordinary business<br>of such Person includes acting as a Crown Agent in the management of public assets; | |
| --- | --- |
provided, however, that in any of the above cases, the Investment Manager, the Trust Company, the Statutory Body, the Administrator, the Plan or the Crown Agent, as the case may be, is not then making or proposing to make a Take-Over Bid, other than an Offer to Acquire Voting Shares or other securities pursuant to a distribution by the Corporation, a Permitted Bid or by means of ordinary market transactions (including prearranged trades entered into in the ordinary course of business of such Person) executed through the facilities of a stock exchange or organized over-the-counter market in respect of securities of the Corporation, alone or by acting jointly or in concert with any other Person; or
| (viii) | where<br>such Person is a Client of the same Investment Manager as another Person on whose account<br>the Investment Manager holds or exercises voting or dispositive power over such security,<br>or by reason of such Person being an Estate Account or an Other Account of the same Trust<br>Company as another Person on whose account the Trust Company holds or exercises voting or<br>dispositive power over such security. | |
|---|---|---|
| (g) | “Board<br>of Directors” means the board of directors from time to time of the Corporation<br>or any duly constituted and empowered committee thereof. | |
| --- | --- | --- |
| (h) | “Book<br>Entry Form” means, in reference to securities, securities that have been issued<br>and registered in uncertificated form that are evidenced by an advice or other statement<br>and which are maintained electronically on the records of the Corporation’s transfer<br>agent, but for which no certificate has been issued; | |
| (i) | “Book<br>Entry Rights Exercise Procedures” has the meaning ascribed thereto in section 2.2(c); | |
| (j) | “Business<br>Day” means any day other than a Saturday, Sunday or a day on which banking institutions<br>in the City of Vancouver, British Columbia or Toronto, Ontario are authorized or obligated<br>by law to close. | |
| (k) | “CBCA”<br>means the Business Corporations Act (Canada) and any comparable or successor laws<br>or regulations thereto or, if applicable, the comparable legislation of any other jurisdiction<br>pursuant to which the Corporation may be continued. | |
| (l) | “close<br>of business” means, on any given date, 5:00 P.M. Vancouver, British Columbia time<br>on such date (or, if such date is not a Business Day, 5:00 P.M. Vancouver, British Columbia<br>time on the next succeeding Business Day). | |
| 8 | ||
| --- | ||
| (m) | “Common<br>Shares” means the common shares without par value in the capital of the Corporation<br>as presently constituted, as such shares may be subdivided, consolidated, reclassified or<br>otherwise changed from time to time. | |
| --- | --- | --- |
| (n) | “Competing<br>Permitted Bid” means a Take-Over Bid made while a Permitted Bid is in existence<br>and that satisfies all of the components of the definition of a Permitted Bid except that<br>the condition set forth in section 1.1(pp)(ii) may provide that the Voting Shares and/or<br>Convertible Securities that are the subject of the Take-Over Bid may be taken up or paid<br>for prior to the close of business on the last day of the minimum initial deposit period<br>that such Take-over Bid must remain open for deposits of the Voting Shares and/or Convertible<br>Securities thereunder pursuant to NI 62-104 after the date of the Take-over Bid constituting<br>the Competing Permitted Bid, provided that a Competing Permitted Bid will cease to be a Competing<br>Permitted Bid at any time when such bid ceases to meet any of the provisions of this definition<br>and any acquisitions of securities made pursuant to such bid that has ceased to be a Competing<br>Permitted Bid, including any acquisition of securities theretofore made, will cease to be<br>a Permitted Bid Acquisition. | |
| (o) | “controlled”<br>a specified Person is “controlled” by another Person if: | |
| (i) | securities<br>entitled to vote in the election of directors carrying more than 50% of the votes for the<br>election of directors of the specified Person are held, directly or indirectly, by or on<br>behalf of the other Person, and the votes carried by such securities are entitled, if exercised,<br>to elect a majority of the board of directors of such specified Person; | |
| --- | --- | --- |
| (ii) | in<br>the case of a specified Person that is a partnership that does not have directors, other<br>than a limited partnership, the other Person holds more than 50 percent of the interests<br>in the partnership; or | |
| (iii) | in<br>the case of a specified Person that is a limited partnership, the other Person is the general<br>partner of the limited partnership, |
and “controls” and “under common control with” shall be interpreted accordingly.
| (p) | “Convertible<br>Securities” shall mean, at any time: | |
|---|---|---|
| (i) | any<br>right (contractual or otherwise, regardless of whether it would be considered a security);<br>or | |
| --- | --- | --- |
| (ii) | any<br>securities issued by the Corporation from time to time (including rights, warrants and options<br>but not including the Rights) carrying any purchase, exercise, conversion or exchange right, |
pursuant to which the holder thereof may acquire Voting Shares or other securities convertible into or exercisable or exchangeable for Voting Shares (in each case, whether such right is exercisable immediately or after a specified period and whether or not on condition or the happening of any contingency).
| 9 | ||
|---|---|---|
| (q) | “Convertible<br>Security Acquisition” means the acquisition of Voting Shares from the Corporation<br>upon the exercise or pursuant to the terms and conditions of any Convertible Securities acquired<br>by a Person pursuant to a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata<br>Acquisition. | |
| --- | --- | --- |
| (r) | “Co-Rights<br>Agents” means a Co-Rights Agent appointed pursuant to section 4.1(a). | |
| (s) | “Corporation”<br>has the meaning ascribed thereto in the preamble of this Agreement and any successor thereto<br>hereunder. | |
| (t) | “Disposition<br>Date” shall have the meaning ascribed thereto in section 5.1(i). | |
| (u) | “Disqualification<br>Date” shall have the meaning ascribed thereto in section 1.1(a)(iii). | |
| (v) | “Dividend<br>Reinvestment Acquisition” shall mean an acquisition of Voting Shares pursuant to<br>a Dividend Reinvestment Plan. | |
| (w) | “Dividend<br>Reinvestment Plan” means a regular dividend reinvestment or other plan of the Corporation<br>made available by the Corporation to holders of its securities or to holders of securities<br>of a Subsidiary of the Corporation where such plan permits the holder to direct that some<br>or all of: | |
| (i) | the<br>dividends paid in respect of shares of any class of the Corporation or a Subsidiary of the<br>Corporation; | |
| --- | --- | --- |
| (ii) | the<br>proceeds of redemption of shares of the Corporation or a Subsidiary of the Corporation; | |
| (iii) | the<br>interest paid on evidence of indebtedness of the Corporation or a Subsidiary of the Corporation;<br>or | |
| (iv) | the<br>optional cash payments; |
be applied to the purchase from the Corporation of Voting Shares.
| (x) | “Effective<br>Date” means the date of this Agreement. | |
|---|---|---|
| (y) | “Election<br>to Exercise” shall have the meaning ascribed thereto in section 2.2(d)(ii). | |
| 10 | ||
| --- | ||
| (z) | “Exempt<br>Acquisition” means an acquisition of Voting Shares or Convertible Securities: (1)<br>in respect of which the Board of Directors has waived the application of section 3.1 pursuant<br>to the provisions of sections 5.1(a), (i) or (k); (2) pursuant to a distribution of Voting<br>Shares or Convertible Securities made by the Corporation pursuant to a prospectus or a securities<br>exchange Take-Over Bid or by way of a private placement (provided that (A) such private placement<br>has received the approval of the Board of Directors and all applicable securities regulatory<br>authorities, including all necessary securities exchange approvals, and (B) such Person does<br>not thereby acquire a greater percentage of the securities offered in the distribution than<br>the percentage of Voting Shares Beneficially Owned by such Person prior to the distribution);<br>(3) pursuant to an amalgamation, merger, plan of arrangement or other statutory procedure<br>requiring shareholder approval; or (4) as a result of the issuance, vesting or exercise of<br>stock options, restricted shares or units, performance shares or units, or other employee<br>share-based compensation granted by the Corporation to such Person, provided that such Person<br>does not thereby become the Beneficial Owner of more than 15% of the Voting Shares outstanding<br>immediately prior to such issuance, vesting or exercise, as the case may be, and, in making<br>this determination, the securities to be issued to such Person pursuant to such issuance,<br>vesting or exercise, as the case may be, shall be deemed to be held by such Person but shall<br>not be included in the aggregate number of outstanding Voting Shares immediately prior to<br>such issuance, vesting or exercise, as the case may be. | |
| --- | --- | --- |
| (aa) | “Exercise<br>Price” means, as of any date, the price at which a holder of a Right may purchase<br>the securities issuable upon exercise of one whole Right which, until adjusted in accordance<br>with the terms hereof, will be an amount equal to three times the Market Price per Common<br>Share determined at the Separation Time. | |
| (bb) | “Expansion<br>Factor” shall have the meaning ascribed thereto in section 2.3(a). | |
| (cc) | “Expiration<br>Time” means the earlier of: (i) the Termination Time; (ii) twelve months following<br>the Effective Date or, if this Agreement is confirmed pursuant to section 5.15(a), three<br>years following the Effective Date; and (iii) the termination of this Agreement under section<br>5.17. | |
| (dd) | “Flip-in<br>Event” means a transaction or event in or pursuant to which a Person becomes an<br>Acquiring Person. | |
| (ee) | “Grandfathered<br>Person” means a Person who is the Beneficial Owner of 15% or more of the outstanding<br>Voting Shares, determined as at the Effective Date. | |
| (ff) | “holder”<br>shall have the meaning ascribed thereto in section 2.8. | |
| (gg) | “Independent<br>Shareholders” means holders of outstanding Voting Shares, other than: | |
| (i) | any<br>Acquiring Person; | |
| --- | --- | --- |
| (ii) | any<br>Offeror (other than any Person who, by virtue of section 1.1(f)(vii), is not deemed to Beneficially<br>Own the Voting Shares held by such Person); | |
| (iii) | any<br>Affiliate or Associate of any Acquiring Person or Offeror; | |
| (iv) | any<br>Person acting jointly or in concert with any Acquiring Person or Offeror, or with any Affiliate<br>or Associate of any Acquiring Person or Offeror; or | |
| 11 | ||
| --- | ||
| (v) | any<br>employee benefit plan, deferred profit-sharing plan, stock participation plan and any other<br>similar plan or trust for the benefit of employees of the Corporation or a Subsidiary of<br>the Corporation unless the beneficiaries of the plan or trust direct the manner in which<br>the Voting Shares are to be voted or withheld from voting or direct whether the Voting Shares<br>are to be tendered to a Take-Over Bid, in which case such plan or trust shall be considered<br>to be an Independent Shareholder. | |
| --- | --- | |
| (hh) | “Market<br>Price” per share of any securities on any date means the average daily Closing<br>Price per Share of such securities on each of the 20 consecutive Trading Days through and<br>including the Trading Day immediately preceding such date; provided, however, that if an<br>event of a type analogous to any of the events described in section 2.3 hereof shall have<br>caused the closing prices used to determine the Market Price on any Trading Day not to be<br>fully comparable with the closing price on such date (or, if such date is not a Trading Day,<br>on the immediately preceding Trading Day), each such closing price so used shall be appropriately<br>adjusted in a manner analogous to the applicable adjustment provided for in section 2.3 hereof<br>in order to make it fully comparable with the closing price on such date or, if such date<br>is not a Trading Day, on the immediately preceding Trading Day. The closing price per share<br>(“Closing Price per Share”) of any securities on any date shall be: | |
| --- | --- | |
| (i) | the<br>closing board lot sale price or, in case no sale takes place on such date, the average of<br>the closing bid and asked prices per security, as reported by the principal United States<br>securities exchange on which such securities are listed and posted for trading; | |
| --- | --- | --- |
| (ii) | if<br>for any reason none of such prices is available on such day or the securities are not listed<br>or posted for trading on an United States securities exchange, then the last sale price or,<br>in case no such sale takes place on such date, the average of the closing bid and asked prices<br>for each of such securities as reported by, if any, the principal Canadian stock exchange<br>on which such securities may be listed or admitted to trading; | |
| (iii) | if<br>for any reason none of such prices is available on such date or the securities are not listed<br>or posted or admitted to trading on an United States securities exchange or a Canadian stock<br>exchange, then the last sale price or, in case no sale takes place on such date, the average<br>of the high bid and low ask prices for each of such securities in the over-the-counter market,<br>as quoted by any recognized reporting system then in use (as determined by the Board of Directors);<br>or | |
| (iv) | if<br>for any reason none of such prices is available on such date or the securities are not listed<br>or posted or admitted to trading on an United States securities exchange or a Canadian stock<br>exchange or quoted by any such reporting system, then the average of the closing bid and<br>ask prices as furnished by a professional marketmaker making a market in the securities selected<br>in good faith by the Board of Directors; | |
| 12 | ||
| --- |
provided, however, that if for any reason none of such prices is available on such day, the Closing Price per Share of such securities on such a date means the fair value per share of such securities on such date as determined by an investment dealer or investment banker selected by the Board of Directors. The Market Price shall be expressed in United States dollars. If an event of a type analogous to any of the events described in section 2.3 hereof shall have caused any price used to determine the Market Price on any Trading Day not to be fully comparable with the price as so determined on the Trading Day immediately preceding such date of determination, each such price so used shall be appropriately adjusted in a manner analogous to the applicable adjustment provided for in section 2.3 hereof in order to make it fully comparable with the price on the Trading Day immediately preceding such date of determination.
| (ii) | “NI<br>55-102” means National Instrument 55-102 - System for Electronic Disclosure<br>by Insiders as the same may from time to time be amended, re-enacted or replaced*.* | |
|---|---|---|
| (jj) | “NI<br>62-103” means National Instrument 62-103 – The Early Warning System and<br>Related Take-Over Bid and Insider Reporting Issues as the same may from time to time<br>be amended, re-enacted or replaced*.* | |
| (kk) | “NI<br>62-104” means National Instrument 62-104 - Take-Over Bids and Issuer Bids<br>as the same may from time to time be amended, re-enacted or replaced*.* | |
| (ll) | “Nominee”<br>shall have the meaning ascribed thereto in section 2.2(c). | |
| (mm) | “Offer<br>to Acquire” includes: | |
| (i) | an<br>offer to purchase or a solicitation of an offer to sell Voting Shares and/or Convertible<br>Securities, or a public announcement of an intention to make such an offer or solicitation;<br>and | |
| --- | --- | --- |
| (ii) | an<br>acceptance of an offer to sell Voting Shares and/or Convertible Securities, whether or not<br>such offer to sell has been solicited; |
or any combination thereof, and the Person accepting an offer to sell shall be deemed to be making an Offer to Acquire to the Person that made the offer to sell.
| (nn) | “Offeror”<br>means a Person who has announced, and has not withdrawn, an intention to make or who has<br>made, and has not withdrawn, a Take-Over Bid. | |
|---|---|---|
| (oo) | “Offeror’s<br>Securities” means the aggregate of all Voting Shares Beneficially Owned by the<br>Offeror on the date of an Offer to Acquire. | |
| (pp) | “Permitted<br>Bid” means a Take-Over Bid made by an Offeror by way of a takeover bid circular<br>which also complies with the following additional provisions: | |
| (i) | the<br>Take-Over Bid is made to all holders of Voting Shares as registered on the books of the Corporation,<br>other than the Offeror. The Take-Over Bid shall expressly state that Voting Shares issued<br>on the exercise of Convertible Securities shall, subject to compliance with the procedures<br>applicable generally to the tendering of Voting Shares of the Take-Over Bid, be eligible<br>to be tendered under the Take-Over Bid; | |
| --- | --- | |
| 13 | ||
| --- | ||
| (ii) | the<br>Take-Over Bid contains, and the take-up and payment for securities tendered or deposited<br>is subject to, an irrevocable and unqualified condition that no Voting Shares and/or Convertible<br>Securities will be taken up or paid for pursuant to the Take-Over Bid: | |
| --- | --- | |
| (A) | prior<br>to the close of business on a date which is not less than 105 days following the date of<br>the Take-Over Bid or such shorter minimum period as determined in accordance with section<br>2.28.2 or section 2.28.3 of NI 62-104 for which a Take-Over Bid (that is not exempt from<br>any of the requirements of Division 5 (Bid Mechanics) of NI 62-104) must remain open for<br>deposit of Voting Shares and/or Convertible Securities thereunder; and | |
| --- | --- | --- |
| (B) | unless<br>at the close of business on the date Voting Shares and/or Convertible Securities are first<br>taken up or paid for under such Take-Over Bid, more than 50% of the Voting Shares held by<br>Independent Shareholders shall have been deposited or tendered pursuant to the Take-Over<br>Bid and not withdrawn; | |
| (iii) | unless<br>the Take-Over Bid is withdrawn, the Take-Over Bid contains an irrevocable and unqualified<br>provision that Voting Shares and/or Convertible Securities may be deposited pursuant to such<br>Take-Over Bid at any time during the period of time described in section 1.1(pp)(ii) and<br>that any Voting Shares and/or Convertible Securities deposited pursuant to the Take-Over<br>Bid may be withdrawn until taken up and paid for; and | |
| --- | --- | --- |
| (iv) | unless<br>the Take-Over Bid is withdrawn, the Take-Over Bid contains an irrevocable and unqualified<br>provision that, in the event that the deposit condition set forth in section 1.1(pp)(ii)<br>is satisfied, the Offeror will make a public announcement of that fact and the Take-Over<br>Bid will remain open for deposits and tenders of Voting Shares and/or Convertible Securities<br>for not less than ten Business Days from the date of such public announcement, |
provided that a Permitted Bid will cease to be a Permitted Bid at any time when such bid ceases to meet any of the provisions of this definition, and provided further that at such time, any acquisition of Voting Shares and/or Convertible Securities made pursuant to such Permitted Bid, including any acquisitions of Voting Shares and/or Convertible Securities theretofore made, will cease to be a Permitted Bid Acquisition. The term Permitted Bid shall include a Competing Permitted Bid.
| (qq) | “Permitted<br>Bid Acquisition” means an acquisition of Voting Shares made pursuant to a Permitted<br>Bid or a Competing Permitted Bid. |
|---|---|
| 14 | |
| --- | |
| (rr) | “Permitted<br>Lock-up Agreement” means an agreement between an Offeror, any of its Affiliates<br>or Associates or any other Person acting jointly or in concert with the Offeror and a Person<br>(the “Locked-up Person”) who is not an Affiliate or Associate of the Offeror<br>or a Person acting jointly or in concert with the Offeror (the terms of which agreement are<br>publicly disclosed and a copy of which is made available to the public (including the Corporation)<br>not later than the date the Lock-up Bid (as defined below) is publicly announced or, if the<br>Lock-up Bid has been made prior to the date on which such agreement is entered into, as soon<br>as possible after it is entered into and in any event not later than the date following the<br>date of such agreement) whereby the Locked-up Person agrees to deposit or tender the Voting<br>Shares and/or Convertible Securities held by the Locked-up Person to the Offeror’s<br>Take-Over Bid or to any Take-Over Bid made by any of the Offeror’s Affiliates or Associates<br>or made by any other Person acting jointly or in concert with the Offeror (the “Lock-up<br>Bid”), provided that such agreement: |
| --- | --- |
| (i) | permits<br>any Locked-up Person to terminate its obligation to deposit or tender to or not withdraw<br>the Voting Shares and/or Convertible Securities from the Lock-up Bid in order to tender or<br>deposit the Voting Shares and/or Convertible Securities to another Take-Over Bid or to support<br>another transaction (whether by way of merger, amalgamation, arrangement, reorganization<br>or other transaction) (the “Superior Offer Consideration”) that in either<br>case will provide a greater cash equivalent value per Voting Share and/or Convertible Securities<br>to the holders of Voting Shares and/or Convertible Securities than the Locked-up Person otherwise<br>would have received under the Lock-up Bid (the “Lock-up Bid Consideration”).<br>Notwithstanding the above, the Permitted Lock-Up Agreement may require that the Superior<br>Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before<br>such withdrawal right takes effect, provided such specified percentage is not greater than<br>5%, |
| --- | --- |
(and, for greater clarity, such agreement may contain a right of first refusal or require a period of delay to give an Offeror an opportunity to match a higher price in another Take-Over Bid or transaction and may provide for any other similar limitation on a Locked-up Person’s right to withdraw Voting Shares and/or Convertible Securities from the agreement, as long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares and/or Convertible Securities during the period of the other Take-Over Bid or other transaction); and
| (ii) | does<br>not provide for any “break-up” fees, “top-up” fees, penalties, expenses<br>or other amounts that exceed in the aggregate the greater of: | |
|---|---|---|
| (A) | the<br>cash equivalent of 2.0% of the price or value of the consideration payable under the Lock-up<br>Bid to a Locked-Up Person; and | |
| --- | --- | --- |
| (B) | 50%<br>of the amount by which the price or value payable under another Take-Over Bid or transaction<br>to a Locked-up Person exceeds the price or value of the consideration that such Locked-up<br>Person would have received under the Lock-up Bid, |
being payable or forfeited by a Locked-up Person pursuant to the agreement in the event a Locked-up Person fails to deposit or tender Voting Shares and/or Convertible Securities to the Lock-up Bid, withdraws Voting Shares and/or Convertible Securities previously tendered thereto in order to accept another Take-Over Bid or supports another transaction.
| 15 | ||
|---|---|---|
| (ss) | “Person”<br>includes an individual, body corporate, partnership, syndicate or other form of unincorporated<br>association, a government and its agencies or instrumentalities, any entity or group (as<br>such term is used in Rule 13d-5 under the U.S. Exchange Act as in effect on the date hereof),<br>whether or not having legal personality, and any of the foregoing acting in any derivative,<br>representative or fiduciary capacity, and pronouns have a similar extended meaning. | |
| --- | --- | --- |
| (tt) | “Pro-Rata<br>Acquisition” means an acquisition by a Person of Voting Shares or Convertible Securities<br>pursuant to: | |
| (i) | a<br>Dividend Reinvestment Acquisition; | |
| --- | --- | --- |
| (ii) | a<br>stock dividend, stock split or other event in respect of securities of the Corporation pursuant<br>to which such Person becomes a Beneficial Owner of Voting Shares and/or Convertible Securities<br>on the same pro-rata basis as all other holders of securities of the particular class, classes<br>or series; | |
| (iii) | the<br>acquisition or the exercise by the Person of only those rights to purchase Voting Shares<br>distributed by the Corporation to that Person in the course of a distribution to all holders<br>of securities of the Corporation of one or more particular classes or series pursuant to<br>a rights offering or pursuant to a prospectus, provided that the Person does not thereby<br>acquire a greater percentage of such Voting Shares, or securities convertible into or exchangeable<br>for Voting Shares, so offered than the Person’s percentage of Voting Shares Beneficially<br>Owned immediately prior to such acquisition and that such rights are acquired directly from<br>the Corporation and not from any other Person; or | |
| (iv) | a<br>distribution of Voting Shares, or Convertible Securities (and the conversion or exchange<br>of such Convertible Securities), by the Corporation, provided that the Person does not thereby<br>acquire a greater percentage of such Voting Shares or Convertible Securities so offered in<br>the distribution than the Person’s percentage of Voting Shares or Convertible Securities<br>Beneficially Owned immediately prior to such acquisition. | |
| (uu) | “Record<br>Time” shall have the meaning set forth in the Recitals of this Agreement. | |
| --- | --- | --- |
| (vv) | “Redemption<br>Price” shall have the meaning ascribed thereto in section 5.1(b). | |
| (ww) | “Right”<br>means a right to purchase Common Shares on and subject to the terms and conditions of this<br>Agreement. | |
| 16 | ||
| --- | ||
| (xx) | “Rights<br>Agent” has the meaning ascribed thereto in the preamble of this Agreement and any<br>successor or replacement rights agent hereunder. | |
| --- | --- | --- |
| (yy) | “Rights<br>Certificate” means a certificate representing Rights after the Separation Time,<br>which shall be substantially in the form of Schedule A attached hereto or such other form<br>as the Corporation and the Rights Agent may agree. | |
| (zz) | “Rights<br>Register” shall have the meaning ascribed thereto in section 2.6(a). | |
| (aaa) | “Rights<br>Registrar” shall have the meaning ascribed thereto in section 2.6(a). | |
| (bbb) | “Securities<br>Act (British Columbia)” means the Securities Act (British Columbia), as<br>amended, and the rules and regulations thereunder, as now in effect or as the same may from<br>time to time be amended, re-enacted or replaced. | |
| (ccc) | “Separation<br>Time” means the close of business on the tenth Business Day after the earliest<br>of: | |
| (i) | the<br>Share Acquisition Date; | |
| --- | --- | --- |
| (ii) | the<br>date of the commencement of or first public announcement or disclosure of the intent of any<br>Person (other than the Corporation or any Subsidiary of the Corporation) to commence a Take-Over<br>Bid (other than a Permitted Bid or a Competing Permitted Bid, so long as such Take-Over Bid<br>continues to satisfy the requirements of a Permitted Bid); and | |
| (iii) | the<br>date on which a Permitted Bid or Competing Permitted Bid ceases to be such, |
or such later time as may be determined by the Board of Directors, and provided that, if any Take-Over Bid referred to in section 1.1(fff) or Permitted Bid or Competing Permitted Bid referred to in section 1.1(n) expires, is not made, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such Take-Over Bid, Permitted Bid or Competing Permitted Bid, as applicable, shall be deemed, for the purposes of this definition, never to have been commenced, made or announced, and provided further that if the Board of Directors determines pursuant to section 5.1 to waive the application of section 3.1 to a Flip-in Event, then the Separation Time in respect of such Flip-in Event shall be deemed never to have occurred.
| (ddd) | “Share<br>Acquisition Date” means the first date of a public announcement or disclosure (which,<br>for purposes of this definition, shall include, without limitation, a report filed pursuant<br>to section 5.2 of NI 62-104 or Section 13(d) of the U.S. Exchange Act announcing or disclosing<br>such information, as any of the aforementioned legislation may be amended or substituted<br>from time to time) by the Corporation, an Offeror or an Acquiring Person indicating that<br>a Person has become an Acquiring Person. | |
|---|---|---|
| 17 | ||
| --- | ||
| (eee) | “Subsidiary”:<br>A corporation shall be deemed to be a subsidiary of another corporation if: | |
| --- | --- | |
| (i) | it<br>is controlled by: | |
| --- | --- | |
| (A) | that<br>other; | |
| --- | --- | --- |
| (B) | that<br>other and one or more corporations, each of which is controlled by that other; or | |
| (C) | two<br>or more corporations, each of which is controlled by that other; or | |
| (ii) | it<br>is a Subsidiary of a corporation that is that other’s Subsidiary. | |
| --- | --- | |
| (fff) | “Take-Over<br>Bid” means an Offer to Acquire Voting Shares or Convertible Securities (or both)<br>if, assuming that the Voting Shares or Convertible Securities subject to the Offer to Acquire<br>are acquired and are Beneficially Owned at the date of such Offer to Acquire by the Person<br>making such Offer to Acquire, such Voting Shares (including Voting Shares that may be acquired<br>upon conversion, exchange or exercise of the rights under such Convertible Securities into<br>Voting Shares) together with the Offeror’s Securities constitute in the aggregate 15%<br>or more of the outstanding Voting Shares at the date of the Offer to Acquire. | |
| --- | --- | --- |
| (ggg) | “Termination<br>Time” means the time at which the right to exercise Rights shall terminate pursuant<br>to section 5.1. | |
| (hhh) | “Trading<br>Day” means, when used with respect to any securities, a day on which the principal<br>United States securities exchange on which such securities are listed or posted for trading<br>is open for the transaction of business or, if the securities are not listed or posted for<br>trading on any United States securities exchange, a Business Day. | |
| (iii) | “U.S.<br>Exchange Act” means the United States Securities Exchange Act of 1934, as<br>amended, and the rules and regulations thereunder, as now in effect or as the same may from<br>time to time be amended, re-enacted or repealed. | |
| (jjj) | “U.S.<br>Securities Act” means the United States Securities Act of 1933, as amended,<br>and the rules and regulations thereunder, as now in effect or as the same may from time to<br>time be amended, re-enacted or replaced. | |
| (kkk) | “Unrestricted<br>Person” means any Person that, as of the Effective Date or at any time thereafter<br>during the term of this Agreement, (i) is not a party to an agreement with the Corporation<br>that in any way restricts or prohibits such Person from directly or indirectly acquiring<br>Common Shares, Convertible Securities or any other equity securities of the Corporation;<br>or (ii) is not an Affiliate of, or acting jointly or in concert with, a Person described<br>in subsection (i) above. | |
| 18 | ||
| --- |
For the purposes of this Agreement, every Person is presumed not to be an Unrestricted Person until the earlier of:
All sums of money which are referred to in this Agreement are expressed in lawful money of the United States, unless otherwise specified.
| 1.3. | Number<br>and Gender |
|---|
Wherever the context so requires, terms used herein importing the singular number only shall include the plural and vice versa and words importing any one gender shall include all others.
| 1.4. | Headings<br>and References |
|---|
The headings of the sections of this Agreement and the table of contents are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. All references to sections are to sections, subsections, clauses and paragraphs of this Agreement. The words “hereto”, “herein”, “hereof”, “hereunder”, “this Agreement”, “the Rights Agreement” and similar expressions refer to this Agreement including the schedule attached hereto as a whole, as the same may be amended, modified or supplemented at any time or from time to time. Unless the context otherwise requires or except as expressly provided in this Agreement, any reference in this Agreement to a statute or regulation, any rule or national instrument promulgated thereunder or any specific part, section or clause thereof refers to the same as it may be amended, re-enacted or replaced or, if repealed without replacement, to the same as it is in effect on the date of this Agreement.
| 19 | |
|---|---|
| 1.5. | Calculation<br>of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares |
| --- | --- |
For purposes of this Agreement, the percentage of Voting Shares of any class Beneficially Owned by any Person, will be and be deemed to be the product (expressed as a percentage) determined by the formula:
100 x (A/B)
where:
| A<br>= | the<br>aggregate number of votes for the election of all directors generally attaching to the Voting<br>Shares of the particular class Beneficially Owned by such Person; and | |
|---|---|---|
| B<br>= | the<br>aggregate number of votes for the election of all directors generally attaching to all outstanding<br>Voting Shares of the particular class. |
Where any Person is deemed to Beneficially Own unissued Voting Shares pursuant to section 1.1(f), such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares of the particular class Beneficially Owned by such Person, but no other unissued Voting Shares shall, for the purposes of this calculation, be deemed to be outstanding. For the avoidance of doubt, the Rights Agent shall have no duty or obligation to make any calculations with respect to the foregoing.
| 1.6. | Acting<br>Jointly or in Concert |
|---|
For the purposes of this Agreement, a Person shall be deemed to be acting jointly or in concert with any other Person if such Persons are, or would be, considered, deemed or presumed, to be acting jointly or in concert under section 1.9 of NI 62-104.
| 1.7. | Reference<br>to Ownership |
|---|
Notwithstanding anything to the contrary contained herein, all references in this Agreement to “15%” shall be read and construed as “20%” in the case of a Person that is an Unrestricted Person, including, for greater certainty, any reference to the same made in relation to any outstanding Voting Shares.
“Until the Separation Time (as such term is defined in the Shareholder Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain rights as set forth in the Shareholder Rights Plan Agreement dated as of November 5, 2025 between Gold Royalty Corp. (the “Corporation”) and TSX Trust Company, as Rights Agent (as such agreement may from time to time be amended, restated, varied or replaced, the “Shareholder Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive office of the Corporation and is available for viewing at www.sec.gov and www.sedarplus.ca. Under certain circumstances as set forth in the Shareholder Rights Agreement, such rights may be amended, redeemed or exchanged, may expire, may lapse, may become void (if, in certain circumstances, they are “Beneficially Owned” by a person who is or becomes an “Acquiring Person”, as such terms are defined in the Shareholder Rights Agreement, or a transferee thereof) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Agreement to the holder of this certificate without charge as soon as practicable after the receipt of a written request therefor.”
Any Common Shares issued and registered in Book Entry Form (that are evidenced by an advice or other statement or which are maintained electronically in the records of the transfer agent) after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Common Shares, one Right for each Common Share represented by such registration and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.
Common Shares registered in Book Entry Form or for which share certificates have been issued, that are issued and outstanding at the Record Time will also evidence one Right for each one Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
On the earlier of the close of business on the Separation Time and Expiration Time, registered holders of Common Shares who have not received a share certificate and are entitled to do so shall be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the corresponding entries on the Corporation’s securities register for Common Shares.
Promptly following the Separation Time, the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are directed by the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as determined by the Rights Agent, to permit the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as to Rights in certificated form.
Promptly following the Separation Time, the Corporation will prepare or cause to be prepared and the Rights Agent, if requested by the Corporation and provided with all information and documentation necessary for it to comply with such request, will mail to each holder of record of Common Shares as of the Separation Time and, in respect of each Convertible Security converted into Common Shares after the Separation Time and prior to the Expiration Time, promptly after such conversion, the Corporation will prepare or cause to be prepared and the Rights Agent, if requested by the Corporation and provided with all information and documentation necessary for it to comply with such request, will mail to the holder so converting (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of such Rights (a “Nominee”)), at such holder’s address as shown by the records of the Corporation (the Corporation hereby agreeing to furnish copies of such records to the Rights Agent for this purpose) or the transfer agent or the registrar for the Common Shares:
| 21 | ||
|---|---|---|
| (iii) | a<br>Rights Certificate, substantially in the form of Schedule A attached hereto, appropriately<br>completed and duly executed, representing the number of Rights held by such holder at the<br>Separation Time and having such marks of identification or designation and such legends,<br>summaries or endorsements printed thereon as the Corporation may deem appropriate and as<br>are not inconsistent with the provisions of this Agreement and which do not affect the rights,<br>duties, liabilities or responsibilities of the Rights Agent, or as may be required to comply<br>with any law, rule or regulation or judicial or administrative order, or with any rule or<br>regulation of any self-regulatory organization, stock exchange or “system” on<br>which the Rights may from time to time be listed or traded, or to conform to usage; and | |
| --- | --- | --- |
| (iv) | a<br>disclosure statement describing the Rights, |
provided that a Nominee shall be sent the materials provided for in sections 2.2(c)(iii) and 2.2(c)(iv) only in respect of all Common Shares of the Corporation held of record by it which are not Beneficially Owned by an Acquiring Person as indicated to the Rights Agent by the Corporation in writing, and the Corporation may require any Nominee or suspected Nominee to provide such information and documentation as the Corporation may reasonably require for such purpose. The Corporation shall provide the Rights Agent with written notice of the identity of any Acquiring Person, Associate or Affiliate, or the Nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Agreement, and shall be deemed not to have any knowledge of the identity of any such Acquiring Person, Associate or Affiliate, or the Nominee of any of the foregoing unless and until it shall have received such written notice.
The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this section 2.3, as well as in section 3.
| (a) | Share<br>Reorganization: If the Corporation shall at any time after the date of this Agreement: | |
|---|---|---|
| (i) | declare<br>or pay a dividend on Common Shares payable in Common Shares (or other securities exchangeable<br>for or convertible into or giving a right to acquire Common Shares or other securities of<br>the Corporation) other than pursuant to any optional stock dividend program; | |
| --- | --- | --- |
| (ii) | subdivide<br>or change the then outstanding Common Shares into a greater number of Common Shares; | |
| (iii) | consolidate<br>or change the then outstanding Common Shares into a smaller number of Common Shares; or | |
| (iv) | issue<br>any Common Shares for other securities exchangeable for or convertible into or giving a right<br>to acquire Common Shares or other securities of the Corporation or in respect of, in lieu<br>of or in exchange for existing Common Shares, except as otherwise provided in this section<br>2.3, |
the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted by the Corporation as of the payment or effective date in the manner set forth below.
If the Exercise Price and number of Rights outstanding are to be adjusted:
| (1) | the<br>Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect<br>immediately prior to such adjustment divided by the number of Common Shares (or other capital<br>stock) (the “Expansion Factor”) that a holder of one Common Share immediately<br>prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter<br>as a result thereof (assuming the exercise of all such exchange, conversion, or acquisition<br>rights, if any); and | |
|---|---|---|
| (2) | each<br>Right held prior to such adjustment will become that number of Rights equal to the Expansion<br>Factor, |
and the adjusted number of Rights will be deemed to be distributed among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, consolidation or issuance, so that each such Common Share (or other capital stock) will have exactly one Right associated with it in effect following the payment or effective date of the event referred to in section 2.3(a)(i), (ii), (iii) or (iv), as the case may be.
| 25 |
|---|
For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, consolidation or issuance would hold thereafter as a result of such dividend, subdivision, change, consolidation or issuance.
If, after the Record Time and prior to the Expiration Time, the Corporation shall issue any shares of capital stock other than Common Shares in a transaction of a type described in section 2.3(a)(i) or (iv), shares of such capital stock shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and the Corporation agrees to amend this Agreement, and to direct the Rights Agent to amend this Agreement, in order to effect such treatment. If an event occurs which would require an adjustment under both this section 2.3 and section 3.1(a) hereof, the adjustment provided for in this section 2.3 shall be in addition to and shall be made prior to any adjustment required pursuant to section 3.1(a) hereof. Adjustments pursuant to this section 2.3(a) shall be made successively, whenever an event referred to in this section 2.3(a) occurs.
In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred to in this section 2.3(a), each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such associated Common Share.
| (b) | Rights<br>Offering: If the Corporation shall at any time after the Record Time and prior to the<br>Separation Time fix a record date for the issuance of rights or warrants to all holders of<br>Common Shares entitling them (for a period expiring within 45 calendar days after such record<br>date) to subscribe for or purchase Common Shares or Convertible Securities at a price per<br>Common Share (or, in the case of a Convertible Security, having a conversion, exchange or<br>exercise price, including the price required to be paid to purchase such Convertible Security)<br>less than 90% of the Market Price per Common Share on such record date, the Exercise Price<br>to be in effect after such record date shall be determined by multiplying the Exercise Price<br>in effect immediately prior to such record date by a fraction: | |
|---|---|---|
| (i) | the<br>numerator of which shall be the number of Common Shares outstanding on such record date,<br>plus the number of Common Shares that the aggregate offering price of the total number of<br>Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise<br>price of the Convertible Securities so to be offered, including the price required to be<br>paid to purchase such Convertible Securities) would purchase at such Market Price per Common<br>Share; and | |
| --- | --- | --- |
| (ii) | the<br>denominator of which shall be the number of Common Shares outstanding on such record date,<br>plus the number of additional Common Shares to be offered for subscription or purchase (or<br>into which the Convertible Securities so to be offered are initially convertible, exchangeable<br>or exercisable). | |
| 26 | ||
| --- |
In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed, or to the Exercise Price which would be in effect based upon the number of Common Shares (or securities convertible into, or exchangeable or exercisable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to a Dividend Reinvestment Plan or any employee benefit stock option or similar plans shall be deemed not to constitute an issue of rights, options or warrants by the Corporation; provided, however, that in all such cases, the right to purchase Common Shares is at a price per share of not less than 95% of the current market price per share (determined as provided in such plans) of the Common Shares.
| (c) | Special<br>Distribution: If the Corporation shall at any time after the Record Time and prior to<br>the Separation Time fix a record date for the making of a distribution to all holders of<br>Common Shares (including any such distribution made in connection with a merger or amalgamation)<br>of evidences of indebtedness, cash (other than an annual cash dividend or a dividend paid<br>in Common Shares, but including any dividend payable in securities other than Common Shares),<br>assets or rights, options or warrants (excluding those referred to in section 2.3(b)), the<br>Exercise Price to be in effect after such record date shall be determined by multiplying<br>the Exercise Price in effect immediately prior to such record date by a fraction: | |
|---|---|---|
| (i) | the<br>numerator of which shall be the Market Price per Common Share on such record date, less the<br>fair market value (as determined in good faith by the Board of Directors, whose determination<br>shall be described in a statement filed with the Rights Agent and shall be binding on the<br>Rights Agent and the holders of Rights), on a per share basis, of the portion of the cash,<br>assets, evidences of indebtedness, rights, options or warrants so to be distributed; and | |
| --- | --- | --- |
| (ii) | the<br>denominator of which shall be such Market Price per Common Share. |
Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such a distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.
| 27 | ||
|---|---|---|
| (d) | Minimum<br>Adjustments: Notwithstanding anything herein to the contrary, no adjustment in the Exercise<br>Price shall be required unless such adjustment would require an increase or decrease of at<br>least one percent (1%) in the Exercise Price; provided, however, that any adjustments which<br>by reason of this section 2.3(d) are not required to be made shall be carried forward and<br>taken into account in subsequent adjustment. All calculations under section 2.3 shall be<br>made to the nearest cent or to the nearest ten-thousandth of a share. Notwithstanding the<br>first sentence of this section 2.3(d), any adjustment required by section 2.3 shall be made<br>no later than the earlier of: | |
| --- | --- | |
| (i) | three<br>years from the date of the transaction which gives rise to such adjustment; and | |
| --- | --- | --- |
| (ii) | the<br>Expiration Date. | |
| (e) | Discretionary<br>Adjustment: If the Corporation shall at any time after the Record Time and prior to the<br>Separation Time issue any shares of capital stock (other than Common Shares), or rights,<br>options or warrants to subscribe for or purchase any such capital stock, or Convertible Securities<br>in respect of such capital stock, in a transaction referred to in section 2.3(a)(i) or (iv),<br>if the Board of Directors acting in good faith determines that the adjustments contemplated<br>by sections 2.3(a), 2.3(b) and 2.3(c) in connection with such transaction will not appropriately<br>protect the interests of the holders of Rights, the Board of Directors may determine what<br>other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon<br>exercise of Rights would be appropriate and, notwithstanding sections 2.3(a), 2.3(b) and<br>2.3(c), such adjustments, rather than the adjustments contemplated by sections 2.3(a), 2.3(b)<br>and 2.3(c), shall be made. Subject to the prior consent of the holders of Voting Shares or<br>Rights obtained as set forth in section 5.4(c) or (d) the Corporation shall have authority<br>to amend, and to direct the Rights Agent to amend, this Agreement as appropriate to provide<br>for such adjustments. | |
| --- | --- | --- |
| (f) | Benefit<br>of Adjustments: Each Right originally issued by the Corporation subsequent to any adjustment<br>made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted<br>Exercise Price, the number of Common Shares purchasable from time to time hereunder upon<br>exercise of a Right immediately prior to such issue, all subject to further adjustment as<br>provided herein. | |
| (g) | No<br>Change of Certificates: Irrespective of any adjustment or change in the Exercise Price<br>or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates<br>theretofore and thereafter issued may continue to express the Exercise Price per Common Share<br>and the number of Common Shares which were expressed in the initial Rights Certificates issued<br>hereunder. | |
| (h) | Timing<br>of Issuance: In any case in which this section 2.3 shall require that an adjustment in<br>the Exercise Price be made effective as of a record date for a specified event, the Corporation<br>may elect to defer until the occurrence of such event the issuance to the holder of any Right<br>exercised after such record date the number of Common Shares and other securities of the<br>Corporation, if any, issuable upon such exercise over and above the number of Common Shares<br>and other securities of the Corporation, if any, issuable upon such exercise on the basis<br>of the Exercise Price in effect prior to such adjustment; provided, however, that the Corporation<br>shall deliver to such holder (with prompt written notice thereof to the Rights Agent) an<br>appropriate instrument evidencing such holder’s right to receive such additional shares<br>(fractional or otherwise) or other securities upon the occurrence of the event requiring<br>such adjustment. | |
| 28 | ||
| --- | ||
| (i) | Adjustments<br>Regarding Tax: Notwithstanding anything contained in this section 2.3 to the contrary,<br>the Corporation shall be entitled to make such reductions in the Exercise Price, in addition<br>to those adjustments expressly required by this section 2.3, as and to the extent that in<br>their good faith judgment the Board of Directors shall determine to be advisable, in order<br>that any: | |
| --- | --- | |
| (i) | consolidation<br>or subdivision of Common Shares; | |
| --- | --- | --- |
| (ii) | issuance<br>(wholly or in part for cash) of Common Shares or Convertible Securities; | |
| (iii) | stock<br>dividends; or | |
| (iv) | issuance<br>of rights, options or warrants referred to in this section 2.3, |
hereafter made by the Corporation to holders of its Common Shares, shall not be taxable to such shareholders or, if applicable, minimize any tax consequence to shareholders considered as a whole.
| (j) | Whenever<br>an adjustment to the Exercise Price or a change in the securities purchasable upon exercise<br>of the Rights is made pursuant to this section 2.3, the Corporation shall promptly and in<br>any event, where such change or adjustment occurs prior to the Separation Time, not later<br>than the Separation Time: | |
|---|---|---|
| (i) | file<br>with the Rights Agent and with each transfer agent for the Common Shares a certificate specifying<br>the particulars of such adjustment or change; and | |
| --- | --- | --- |
| (ii) | cause<br>notice of the particulars of such adjustment or change to be given to the holders of the<br>Rights. |
Failure to file such certificate or to cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of such adjustment or change. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment or change or any such event unless and until it shall have received such a certificate.
| 2.4. | Date<br>on Which Exercise is Effective |
|---|
Each Person in whose name a registration in Book Entry Form for Common Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares or other securities, if applicable, represented thereon and such certificate shall be dated the date upon which the Rights Certificate evidencing such Rights was duly surrendered in accordance with section 2.2(d) (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable taxes and other charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Common Shares of the Corporation are closed, such Person shall be deemed to have become the holder of record of such Common Shares on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Common Shares are open.
| 29 | |
|---|---|
| 2.5. | Execution,<br>Authentication, Delivery and Dating of Rights Certificates |
| --- | --- |
Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system, or alternatively, if the Corporation determines to issue Rights Certificates, by the following procedures:
then, in the absence of notice to the Corporation or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.
The Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name such Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever and the Corporation and the Rights Agent shall not be affected by any notice or knowledge to the contrary except as required by statute or by order of a court of competent jurisdiction. As used in the Agreement, unless the context otherwise requires, the term “holder” of any Right shall mean the registered holder of such Right (or, prior to the Separation Time of the associated Common Share).
| 2.9. | Delivery<br>and Cancellation of Certificates |
|---|
All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, upon receipt by the Rights Agent, shall be promptly cancelled by the Rights Agent. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Corporation may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificates shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this section 2.9, except as expressly permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Corporation.
| 32 | |
|---|---|
| 2.10. | Agreement<br>of Rights Holders |
| --- | --- |
Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
No holder, as such, of any Rights or Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose whatsoever the holder of any Common Share or any other share or security of the Corporation which may at any time be issuable on the exercise of the Rights represented thereby, nor shall anything contained herein or in any Rights Certificate be construed or deemed or confer upon the holder of any Right or Rights Certificate, as such, any right, title, benefit or privilege of a holder of Common Shares or any other shares or securities of the Corporation or any right to vote at any meeting of shareholders of the Corporation whether for the election of directors or otherwise or upon any matter submitted to the holders of Common Shares or any other shares of the Corporation at any meeting thereof, or to give or withhold consent to any action of the Corporation, or to receive notice of any meetings or other actions affecting any holder of Common Shares or any other shares of the Corporation (except as provided in section 2.12 hereof), or to receive dividends, distributions or subscription rights, or otherwise, until the Rights or Rights evidenced by the Rights Certificates shall have been duly exercised in accordance with the terms and the provisions hereof.
| 2.12. | Notice<br>of Proposed Action |
|---|
In case the Corporation proposes after the Separation Time and prior to the Expiration Time to effect the liquidation, dissolution or winding up of the Corporation or the sale of all or substantially all of the Corporation’s assets, then, in each such case, the Corporation shall give to each holder of a Right, in accordance with Section 2.8 (with prompt written notice thereof to the Rights Agent), a notice of such proposed action, which shall specify the date on which such liquidation, dissolution, or winding up is to take place, and such notice shall be so given at least 20 Business Days prior to the date of the taking of such proposed action by the Corporation.
shall become null and void without any further action and any holder of such Rights, including transferees, shall thereafter have no right to exercise such Rights under any provision of this Agreement and further shall thereafter not have any other rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange on which the holder fails to certify upon the transfer or exchange in the place set forth in the Rights Certificate establishing that such holder is not a Person described in either section 3.1(b)(i) or (ii) above shall be deemed to be Beneficially Owned by an Acquiring Person for the purposes of this section 3.1(b) and such rights shall be null and void.
| (c) | Compliance<br>with Laws: From and after the Separation Time, the Corporation shall do all acts and<br>things as shall be necessary and within its power to ensure compliance with the provisions<br>of this section 3.1, including without limitation, all such acts and things that may be required<br>to satisfy the requirements of the CBCA, the Securities Act (British Columbia), the U.S.<br>Securities Act and the U.S. Exchange Act and the applicable securities laws or comparable<br>legislation of each of the provinces and territories of Canada and states of the United States<br>in respect of the issuance of Common Shares on the exercise of Rights in accordance with<br>this Agreement. |
|---|---|
| 35 | |
| --- | |
| (d) | Legend:<br>Any Rights Certificate that represents Rights Beneficially Owned by a Person described in<br>either section 3.1(b)(i) or 3.1(b)(ii) or transferred to any Nominee of any such Person and<br>any Rights Certificate issued upon the transfer, exchange or replacement of any other Rights<br>Certificate referred to in this sentence shall contain and be deemed to contain a legend<br>in substantially the following form: |
| --- | --- |
“The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement) or a Person who was acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person. This Rights Certificate and the Rights represented hereby shall become void in the circumstances specified in section 3.1(b) of the Shareholder Rights Agreement.”;
provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. Notwithstanding the foregoing, the issuance of a Rights Certificate which does not bear the legend referred to in this section 3.1(d) shall not invalidate or have any effect on the provisions of section 3.1(b).
It is understood that nothing contained in this Article 3 shall be considered to affect the obligations of the Board of Directors to exercise its fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares reject or accept any Take-Over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-Over Bids or other proposals to the shareholders of the Corporation with respect to any Take-Over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.
The Rights Agent undertakes to perform only the duties and obligations expressly imposed by this Agreement (and no implied duties) upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
The Rights Agent may resign and be discharged from its duties under this Agreement upon sixty (60) days’ notice (or such lesser notice as is acceptable to the Corporation) in writing delivered or mailed to the Corporation, and in the event that the Rights Agent or one or more of its Affiliates is not also the transfer agent for the Common Shares, to each transfer agent of Common Shares by first class or registered mail. The Corporation may remove the Rights Agent upon thirty (30) days’ notice in writing to the Rights Agent and to each transfer agent of Common Shares by email or by mail delivered by first class or registered mail. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation shall appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit the Rights Certificate of such holder for inspection by the Corporation), then the Rights Agent or the holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a Person organized and doing business in good standing under the laws of the United States, any state of the United States, or Canada or a province or territory thereof and authorized to carry on appropriate business as principal or through an agent in the Province of British Columbia. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed, provided that the predecessor Rights Agent shall, upon receiving from the Corporation payment in full of all amounts owing to it hereunder (unless otherwise agreed by the Rights Agent), deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
| 4.5. | Compliance<br>with Privacy Legislation |
|---|
Each of the parties hereto acknowledges that federal and/or provincial legislation that addresses the protection of individual’s personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.
| 42 | |
|---|---|
| 4.6. | Compliance<br>with Money Laundering Legislation |
| --- | --- |
The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any sanctions legislation or regulation or any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any sanctions legislation or regulation or any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Corporation, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance to the extent permitted under any sanctions legislation or regulation or applicable anti-money laundering or anti-terrorist legislation, regulation or guideline; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10-day period, then such resignation shall not be effective.
No Person shall have any rights pursuant to this Agreement or any Right after the Expiration Time, except as provided in sections 4.1 and 4.3 hereof.
| 5.3. | Issue<br>of New Rights Certificates |
|---|
Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors (with prompt written notice thereof to the Rights Agent) to reflect any adjustment or change in the number or kind of securities purchasable upon exercise of Rights made in accordance with the provisions of this Agreement.
Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the shareholders or the holders of Rights or is not submitted to the shareholders or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights that should have been but was not held and no subsequent resolution of the Board of Directors to amend this Agreement to substantially the same effect shall be effective until confirmed by the shareholders or holders of Rights as the case may be.
Subject to the terms of this Agreement, rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of the Rights, and any holder of any Rights, without the consent of the Rights Agent or of the holder of any other Rights may, on such holder’s own behalf and for such holder’s own benefit and the benefit of other holders of Rights, enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce, or otherwise act in respect of, such holder’s right to exercise the Rights of such holder in the manner provided in the Rights Certificate of such holder and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of the Company under this Agreement.
| 48 | |
|---|---|
| 5.7. | Regulatory<br>Approvals |
| --- | --- |
Any obligation of the Corporation or action or event contemplated by this Agreement shall be subject to the receipt of any requisite approval or consent from any governmental or regulatory authority and, without limiting the generality of the foregoing, necessary approvals of the NYSE American and other applicable exchanges as to the issuance of Common Shares upon the exercise of Rights under section 2.2(d). Notwithstanding anything to the contrary in this Agreement, no supplement or amendment to this Agreement or to the terms of the Rights may be made without the prior consent of the NYSE American.
| 5.8. | Declaration<br>as to International Holders |
|---|
If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada and the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Corporation or the Rights Agent be required to declare, issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction, in which such declaration, issuance or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.
Gold Royalty Corp.
1188 West Georgia St., Suite 1830
Vancouver, British Columbia
V6E 4A2
Attention: David Garofalo
Email.: [email protected]
with a copy to (but which copy shall not constitute notice):
Sangra Moller LLP
Suite 2200, 1021 West Hastings Street
Vancouver, British Columbia
V6E 0C3
Attention: Rod Talaifar
Email.: [email protected]
| (b) | Notices<br>or demands authorized or required by this Agreement to be given or made by the Corporation<br>or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made<br>if delivered, sent by registered or certified mail or a recognized international courier,<br>postage prepaid (until another address is filed in writing with the Corporation), or sent<br>by email, facsimile or other form of recorded electronic communication, charges prepaid and<br>confirmed in writing, as follows: |
|---|
TSX Trust Company
301-100 Adelaide Street West
Toronto, Ontario M5H 4H1
Attention: Head, VP
Email: [email protected]
The Corporation agrees that if the Corporation or any other Person the securities of which are purchasable upon exercise of Rights fails to fulfill any of its obligations pursuant to this Agreement, then the Corporation or such Person shall reimburse the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder in actions to enforce his rights pursuant to any Rights or this Agreement.
| 5.11. | Successors |
|---|
All of the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent shall bind their respective successors and assigns and shall enure to the benefit of their respective successors and permitted assigns hereunder.
| 5.12. | Benefits<br>of this Agreement |
|---|
Nothing in this Agreement shall be construed to give to any Person other than the Corporation, the Rights Agent and the holders of Rights any legal or equitable right, remedy or claim under this Agreement and this Agreement shall be for the sole and exclusive benefit of the Corporation, the Rights Agent and the holders of Rights.
| 50 | |
|---|---|
| 5.13. | Governing<br>Law |
| --- | --- |
This Agreement and each Right declared and issued hereunder shall be deemed to be a contract made under the laws of British Columbia and for all purposes shall be governed by and construed in accordance with such laws without giving effect to any principles of conflict of laws thereof that would result in the application of the laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the Province of British Columbia in the City of Vancouver.
| 5.14. | Severability |
|---|
If any term or provision hereof or the application thereof in any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision in circumstances other than those as to which it is held invalid or unenforceable; provided that if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign upon fifteen (15) days prior written notice.
All actions, calculations, interpretations and determinations (including, for purposes of the balance of this sentence, all omissions with respect to the foregoing) which are done or made by the Board of Directors shall be final, conclusive and binding on the Corporation, the Rights Agent, the holders of Rights and all other parties and shall not subject the Board of Directors to any liability to the holders of Rights.
| 5.17. | Termination<br>Prior to Shareholder Approval |
|---|
Notwithstanding anything in this Agreement to the contrary, at any time before this Agreement is confirmed by the Independent Shareholders pursuant to section 5.15(a), the Board of Directors may in its absolute discretion terminate the Agreement by adopting a resolution to such effect and all outstanding Rights shall terminate and shall be void and of no further force and effect from the date specified in such resolution, but such termination shall not affect the rights and immunities of the Rights Agent that specifically survive the termination of this Agreement.
| 5.18. | Force<br>Majeure |
|---|
Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including without limitation acts of God, terrorist acts, epidemics, pandemics, shortages of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities or losses of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war or civil unrest.
| 5.19. | Preservation<br>of Corporation’s Rights |
|---|
Notwithstanding anything else herein, and for clarity, the existence of this Agreement shall not act as a waiver or limit the Corporation’s ability to make any claim or seek enforcement of any existing agreements between the Corporation, its Affiliates and any other Person.
| 5.20. | Counterparts |
|---|
This Agreement may be executed in any number of counterparts (including by facsimile, PDF or other electronic means) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
[signature page follows]
| 52 |
|---|
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the date first written above.
| GOLD ROYALTY CORP. | |||
|---|---|---|---|
| By: | “Authorized Signatory” | (signature) | |
| Authorized Signatory | |||
| TSX TRUST COMPANY | |||
| --- | --- | --- | --- |
| By: | “Authorized Signatory” | (signature) | |
| Authorized Signatory | |||
| By: | “Authorized Signatory” | (signature) | |
| --- | --- | --- | --- |
| Authorized Signatory |
[Signature Page to Shareholder Rights Plan Agreement]
SCHEDULE A TO THE SHAREHOLDER RIGHTS PLAN AGREEMENT
DATED AS OF NOVEMBER 5, 2025 BETWEEN GOLD ROYALTY CORP. AND
TSX TRUST COMPANY
[Form of Rights Certificate]
| Certificate No. ___________ | Rights _______________ |
|---|
THE RIGHTS ARE SUBJECT TO TERMINATION ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER RIGHTS AGREEMENT) OR CERTAIN RELATED PARTIES OR TRANSFEREES THEREOF MAY BECOME VOID WITHOUT FURTHER ACTION.
Rights Certificate
This certifies that ___________________, or registered assigns, is the holder of record of the number of Rights set forth above, each one of which entitles the holder of record thereof, subject to the terms, provisions and conditions of the Shareholder Rights Plan Agreement (the “Shareholder Rights Agreement”), dated as of November 5, 2025 between Gold Royalty Corp. (the “Corporation”), a corporation incorporated under the laws of Canada and TSX Trust Company, a corporation incorporated under the laws of Canada, as Rights Agent under the Shareholder Rights Agreement, to purchase from the Corporation at any time after the Separation Time and prior to the Expiration Time (as such terms are defined in the Shareholder Rights Agreement), one common share of the Corporation (a “Common Share”) (subject to adjustment as provided in the Shareholder Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with a completed and executed Form of Election to Exercise at the office of the Rights Agent designated for such purpose. Until adjustment thereof in certain events as provided in the Shareholder Rights Agreement, the Exercise Price shall be an amount equal to three times the Market Price (as such term is defined in the Shareholder Rights Agreement) per Common Share as determined as at the Separation Time and shall be subject to adjustment in certain events as provided in the Shareholder Rights Agreement.
In certain circumstances described in the Shareholder Rights Agreement, the Rights evidenced hereby may entitle the holder of record thereof to purchase shares of an entity other than the Corporation or to purchase or receive in exchange for such Rights, assets, securities or shares of the Corporation other than Common Shares or more or less than one Common Share, or some combination of the foregoing, all as provided in the Shareholder Rights Agreement.
This Rights Certificate is subject to all of the terms, provisions and conditions of the Shareholder Rights Agreement which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates. A copy of the Shareholder Rights Agreement is on file at the principal executive office of the Corporation and is available upon written request, the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system and the System for Electronic Document Analysis and Retrieval (SEDAR+).
This Rights Certificate, with or without other Rights Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing the aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate shall be exercised in part, the holder of record shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.
Subject to the provision of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Corporation at a redemption price of $0.0001 per Right, subject to adjustment in certain events, under certain circumstances at the option of the Corporation.
Subject to the provisions of the Shareholder Rights Agreement, the Rights evidenced by this Certificate may be terminated or amended by the Corporation at its option without the consent of holders of Rights.
| A-1 |
|---|
No fractional Common Shares will be issued upon the exercise of any Right or Rights evidenced hereby nor will Rights Certificates be issued for less than one whole Right. After the Separation Time, any fractional Right shall be rounded down to the nearest whole Right, and no cash payment shall be made in lieu thereof, in accordance with the provisions of the Shareholder Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Common Shares or of any other securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Shareholder Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Corporation or any right to vote for the election of directors or upon any matter submitted to shareholders of the Corporation at any meeting, to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting shareholders of the Corporation (except as provided in the Shareholder Rights Agreement), to receive dividends or subscription rights or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised as provided in the Shareholder Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Corporation.
| GOLD ROYALTY CORP. | |||
|---|---|---|---|
| By: | (signature) | ||
| Authorized Signatory |
Countersigned by and on behalf of the Rights Agent,
TSX TRUST COMPANY
| By: | (signature) | |
|---|---|---|
| Authorized Signatory | ||
| A-2 | ||
| --- |
[Form of Reverse Side of Rights Certificate]
GOLD ROYALTY CORP. – FORM OF ASSIGNMENT
(To be executed by the holder of record if such holder desires to transfer the Rights.)
FOR VALUE RECEIVED ______________________________________________ hereby sells, assigns and transfers unto ______________________________________________________________________________
__________________________________________________________________________________________
(Please print name and address of transferee)
this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________________ as attorney, to transfer the within Rights Certificate on the books of the Corporation with full power of substitution.
Dated: __________________________[month, day, year]
| Signature Guaranteed: | |
|---|---|
| Signature | |
| (Signature must correspond to name as written upon the face of this<br>Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) |
The signature of the person executing this power must be guaranteed by a participant of a recognized Medallion Guarantee Program, for example, a bank, credit union, brokerage house or by a member of a recognized stock exchange, at a guarantee level acceptable to the Rights Agent.
CERTIFICATION
(To be completed if true)
The undersigned hereby represents, warrants and certifies, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement).
| Signature Guaranteed: | |
|---|---|
| Signature | |
| (Signature must correspond to name as written upon<br>the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) |
NOTICE
In the event the certification set forth above is not completed in connection with a purported assignment, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as defined in the Shareholder Rights Agreement) and accordingly will deem the Rights evidenced by this Rights Certificate to be void and not transferable or exercisable.
| A-3 |
|---|
FORM OF ELECTION TO EXERCISE
(To be executed if the holder desires to exercise the Rights Certificate)
| TO: | ● |
|---|---|
| ● | |
| Attention: ● |
The undersigned hereby irrevocably elects to exercise _____________________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of such Rights and requests that certificates for such Common Shares be issued in the name of:
Address:
_________________________________________________________________________________________
_________________________________________________________________________________________
Social Insurance or Other Taxpayer Identification Number:
_________________________________________________________________________________________
If such number of Rights shall not be all the whole Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such whole Rights shall be registered in the name of and delivered to:
Full Address, including postal code:
_________________________________________________________________________________________
_________________________________________________________________________________________
Social Insurance or Other Taxpayer Identification Number:
_________________________________________________________________________________________
Dated: _____________ [month, day, year]
| Signature Guaranteed: | |
|---|---|
| Signature | |
| (Signature must correspond to name as written upon<br>the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) |
The signature of the person executing this power must be guaranteed by a participant of a recognized Medallion Guarantee Program, for example, a bank, credit union, brokerage house or by a member of a recognized stock exchange, at a guarantee level acceptable to the Rights Agent.
| A-4 |
|---|
CERTIFICATION
(To be completed if true)
The undersigned hereby represents, warrants and certifies for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Shareholder Rights Agreement).
| Signature |
NOTICE
In the event the certification set forth above is not completed in connection with a purported assignment, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as defined in the Shareholder Rights Agreement) and accordingly will deem the Rights evidenced by this Rights Certificate to be void and not transferable or exercisable.
| A-5 |
|---|
Exhibit 99.3
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name<br>and Address of Company: |
|---|
GOLD ROYALTY CORP.
1830-1188 West Georgia Street
Vancouver, British Columbia V6E 4A2
| 2. | Date<br>of Material Change: |
|---|
The material change described in this report occurred on November 5, 2025.
| 3. | News<br>Release: |
|---|
On November 5, 2025, Gold Royalty Corp. (the “Company”) issued a news release (the “News Release”) through the facilities of Canada Newswire, a copy of which has been filed on SEDAR+.
| 4. | Summary<br>of Material Change: |
|---|
On November 5, 2025, the Company’s board of directors (the “Board”) approved the adoption of a shareholder rights plan (the “SRP”) pursuant to a shareholder rights plan agreement entered into with TSX Trust Company, as rights agent, dated November 5, 2025 (the “Effective Date”).
| 5. | Full<br>Description of Material Change: |
|---|
On November 5, 2025, the Board approved the adoption of the SRP on the recommendation of a special committee of its independent directors.
The SRP has been adopted to help ensure that all shareholders of the Company are treated fairly and equally in connection with any coercive or unsolicited take-over bid or other acquisition of control of the Company (including by way of a “creeping” take-over bid) and that the Board has the opportunity to identify, solicit, develop and negotiate value-enhancing alternatives to any unsolicited take-over bid or similar transaction. The SRP was not adopted in response to any specific take-over bid or other proposal to acquire control of the Company, and the Company is not aware of any such pending or contemplated take-over bid or other proposal.
Pursuant to the SRP, one right will be issued in respect of each outstanding common share of the Company on the record date, being November 17, 2025, and thereafter, one right will automatically attach to each new common share issued by the Company. Each right will become exercisable if a person acquires beneficial ownership of 15% or more of the outstanding common shares without complying with the permitted bid provisions of the SRP. In such circumstances, each right will entitle the holder (other than the acquiring person) to purchase additional common shares of the Company at a discount to the then-prevailing market price. The SRP includes a mechanism that applies a higher 20% threshold to any entity that, together with its affiliates and joint actors, is not party to any standstill or similar arrangement with the Company.
The issuance of the rights will not affect trading of the common shares, and no further action is required by shareholders. The SRP has an initial term of three years, provided that it is ratified by shareholders within twelve months of its adoption. If the SRP is not ratified by shareholders, the SRP, and any rights issued thereunder, will terminate. The Company will be seeking shareholder ratification of the SRP on a to-be-determined date. The Board may terminate the agreement at any time prior to shareholder approval.
A complete copy of the SRP is available on the Company’s profile on SEDAR+ at www.sedarplus.ca. The summary of the SRP contained herein is qualified in its entirety by the full text of the SRP.
| 6. | Reliance<br>on Subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| 7. | Omitted<br>Information: |
|---|
Not applicable.
| 8. | Executive<br>Officer: |
|---|
The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting the material change and this report:
Andrew Gubbels
Chief Financial Officer
Telephone: (604) 396-3066
| 9. | Date<br>of Report: |
|---|
November 5, 2025.