GROY 0000950170-22-017423 6-K as filed: Aug 15, 2022

Exhibit 99.1

GOLD ROYALTY CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022

Gold Royalty Corp.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)


		As at June 30, 2022			As at September 30, 2021
	Notes	($)			($)
Assets
Current assets
Cash and cash equivalents	4		6,024			9,905
Short-term investments	5		11,073			1,118
Accounts receivable			2,308			412
Prepaids and other receivables	6		2,361			1,866
			21,766			13,301
Non-current assets
Royalty and other mineral interests	7		646,117			264,545
Long-term investment	8		1,587			1,587
Investment in associate	9		1,532			—
Other long-term assets			146			66
			649,382			266,198

			671,148			279,499

Liabilities
Current Liabilities
Accounts payable and accrued liabilities			5,751			6,921
Bank loan	10		9,689			—
			15,440			6,921
Non-current liabilities
Non-current portion of lease obligation			78			11
Derivative liabilities	11		393			4,549
Government loan			47			—
Deferred income tax liability			134,780			42,700
			135,298			47,260

			150,738			54,181

Equity
Issued Capital	12		529,437			228,620
Reserves	12		21,073			11,404
Accumulated deficit			(30,502	)		(15,147	)
Accumulated other comprehensive income			402			441
			520,410			225,318
			671,148			279,499

Subsequent events (Note 17)

Approved by the Board of Directors:

/s/ Ken Robertson

/s/ Warren Gilman

Ken Robertson
Director

Warren Gilman
Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Gold Royalty Corp.

Condensed Interim Consolidated Statements of Loss and Other Comprehensive Loss

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)


		For the		For the
		three months ended		nine months ended
	Notes	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
		($)	($)	($)	($)
Revenue
Royalty and option income	13	1,907	—	3,078	—
Cost of sales
Depletion	7	(1,037)	—	(1,812)	—
Gross profit		870	—	1,266	—

Expenses
Consulting fees		(352)	(448)	(4,081)	(743)
Depreciation		(21)	—	(45)	(1)
Management and directors’ fees	15	(353)	(181)	(915)	(333)
Salaries, wages and benefits		(283)	(51)	(747)	(66)
Investor communications and marketing expenses		(255)	(226)	(931)	(246)
Office and technology expenses		(190)	(26)	(583)	(79)
Transfer agent and regulatory fees		(101)	(4)	(412)	(95)
Insurance fees		(492)	(573)	(1,597)	(715)
Professional fees		(477)	(731)	(3,658)	(1,530)
Share-based compensation	12	(705)	(830)	(2,753)	(1,927)
Mineral interest maintenance expenses		(115)	—	(226)	—
Share of loss in associate	9	(47)	—	(298)	—
Dilution gain in associate	9	20	—	100	—
Impairment of royalty	7	—	—	(3,821)	—
Operating loss for the period		(2,501)	(3,070)	(18,701)	(5,735)

Other items
Change in fair value of derivative liabilities	11	2,836	—	4,724	—
Change in fair value of short-term investments	5	(4,542)	—	(1,293)	—
Gain on disposition of short-term investments		915	—	2,083	—
Foreign exchange gain / (loss)		(3)	(9)	32	(107)
Interest expense		(269)	—	(374)	—
Other income		111	44	360	52
Net loss before income taxes for the period		(3,453)	(3,035)	(13,169)	(5,790)
Tax recovery		15	—	500	—
Net loss after income taxes for the period		(3,438)	(3,035)	(12,669)	(5,790)

Other comprehensive income
Item that may be reclassified subsequently to net income:
Foreign currency translation differences		(44)	—	(39)	441
Total comprehensive loss for the period		(3,482)	(3,035)	(12,708)	(5,349)

Net loss per share, basic and diluted		(0.03)	(0.07)	(0.10)	(0.22)

Weighted average number of common shares outstanding, basic and diluted		134,372,502	41,602,391	126,011,472	26,534,794

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Gold Royalty Corp.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)


	Notes	Number of Common Shares			Issued Capital ($)			Reserves ($)			Accumulated Deficit ($)			Accumulated Other Comprehensive Income ($)			Total ($)
Balance at September 30, 2020			1			—			—			(141	)		—			(141	)
Cancellation of common share issued upon incorporation			(1	)		—			—			—			—			—
Common shares issued to former parent company for cash			5,000,000			50			—			—			—			50
Performance based restricted shares issued			1,500,000			—			—			—			—			—
Common shares issued to acquire royalties			15,000,000			13,076			—			—			—			13,076
Private placement of common shares for cash			1,325,000			2,849			—			—			—			2,849
Share-based compensation - performance based restricted shares			—			328			—			—			—			328
Share-based compensation - share options			—			—			1,512			—			—			1,512
Initial public offering:						—			—			—			—			—
Common shares and common share purchase warrants issued for cash			18,000,000			82,969			7,031			—			—			90,000
Common shares issued on exercise of over-allotment option			721,347			3,603			—			—			—			3,603
Common share purchase warrants issued on exercise of over-allotment option			—			—			14			—			—			14
Underwriters’ fees and issuance costs			—			(5,155	)		(416	)		—			—			(5,571	)
Common shares issued for marketing services			75,000			345												345
Net loss for the period			—			—			—			(5,790	)		—			(5,790	)
Total other comprehensive income			—			—			—			—			441			441
Balance at June 30, 2021			41,621,347			98,065			8,141			(5,931	)		441			100,716

Balance at September 30, 2021			72,538,609			228,620			11,404			(15,147	)		441			225,318
Common shares issued to acquire Abitibi Royalties Inc.	12		31,625,931			153,702			—			—			—			153,702
Common shares issued to acquire Golden Valley Mines and Royalties Ltd.	12		29,478,269			143,264			—			—			—			143,264
Common shares issued to acquire royalties	7		257,449			1,032			—			—			—			1,032
Common shares issued for marketing services	12		159,435			774			—			—			—			774
Common shares issued upon exercise of common share purchase warrants	12		402,938			1,769			(913	)		—			—			856
Share options issued on exchange of options of Golden Valley Mines and Royalties Ltd.	3		—			—			8,991			—			—			8,991
Share-based compensation - performance based restricted shares	12		—			276			—			—			—			276
Share-based compensation - share options	12		—			—			1,366			—			—			1,366
Share-based compensation - restricted share units	12		—			—			225			—			—			225
Net loss for the period			—			—			—			(12,669	)		—			(12,669	)
Dividends	12		—			—			—			(2,686	)		—			(2,686	)
Total other comprehensive income	9		—			—			—			—			(39	)		(39	)
Balance at June 30, 2022			134,462,631			529,437			21,073			(30,502	)		402			520,410

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Gold Royalty Corp.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)


	For the three months ended						For the nine months ended
	June 30						June 30
	2022			2021			2022			2021
	($)			($)			($)			($)
Operating activities
Net loss for the period		(3,438	)		(3,035	)		(12,669	)		(5,790	)
Items not involving cash:
Depreciation		21			—			45			1
Depletion		1,037			—			1,812			—
Interest expense		264			—			369			—
Other income		(12	)		(44	)		(15	)		(52	)
Share-based compensation		705			830			2,753			1,927
Change in fair value of short-term investments		4,542			—			1,293			—
Gain on disposition of short-term investments		(915	)		—			(2,083	)		—
Change in fair value of derivative liabilities		(2,836	)		—			(4,724	)		—
Impairment of royalty		—			—			3,821			—
Share of loss in associate		47			—			298			—
Dilution gain in associate		(20	)		—			(100	)		—
Deferred tax recovery		(969	)		—			(1,453	)		—
Unrealized foreign exchange loss		201			—			209			—
Net changes in non-cash working capital items:
Accounts receivables		(1,985	)		—			(1,897	)		—
Prepaids and other receivables		933			(1,813	)		2,004			(1,842	)
Accounts payable and accrued liabilities		(1,780	)		183			(9,544	)		578
Due to former parent company		—			—			—			(83	)
Cash used in operating activities		(4,205	)		(3,879	)		(19,881	)		(5,261	)

Investing activities
Restricted cash released		—			—			1,815			—
Investment in royalties and other mineral interests		(3,606	)		(10	)		(19,022	)		(227	)
Investment in marketable securities		(799	)		—			(799	)		—
Proceeds on disposition of marketable securities		5,575			—			15,137			—
Cash acquired through acquisition of Abitibi Royalties Inc. and Golden Valley Mines and Royalties Ltd.		—			—			10,393			—
Investment in associate		—			—			(409	)		—
Proceeds from option agreements		118			—			1,589			—
Proceeds on disposition of other mineral assets		16			—			16			—
Purchase of equipment		—			—			(28	)		(2	)
Interest received		21			37			25			38
Cash provided by / (used in) investing activities		1,325			27			8,717			(191	)

Financing activities
Proceeds from common shares issued to former parent company		—			—			—			50
Proceeds from private placement of common shares		—			—			—			2,849
Proceeds from initial public offering, net of underwriters’ fees and issuance costs		—			(162	)		—			88,046
Net proceeds from bank loan / (payment of transaction cost associated with bank loan)		(48	)		—			9,503			—
Interest paid		(120	)		—			(179	)		—
Proceeds from exercise of common share purchase warrants		13			—			733			—
Payment of lease obligations		(11	)		—			(36	)		—
Dividends		(1,344	)		—			(2,686	)		—
Repayment of cash advance from parent company		—			—			—			(38	)
Cash provided by / (used in) financing activities		(1,510	)		(162	)		7,335			90,907

Effect of exchange rate changes on cash		(41	)		1			(52	)		60

Net increase (decrease) in cash		(4,431	)		(4,013	)		(3,881	)		85,515
Cash and cash equivalents
Beginning of period		10,455			89,566			9,905			38
End of period		6,024			85,553			6,024			85,553

The accompanying notes are an integral part of these condensed interim consolidated financial statements

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

1. Corporate information

Gold Royalty Corp. (“GRC” or the “Company”) is a company incorporated in Canada on June 23, 2020 and domiciled in Canada. GRC is principally engaged in acquiring gold-focused royalty and mineral stream interests. The registered office of the Company is located at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada. The principal address of the Company is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3, Canada.

The Company was a subsidiary of GoldMining Inc. (“GoldMining”) until the Company completed its initial public offering (the “IPO”) on March 11, 2021. The Company’s common shares (the “GRC Shares”) and common share purchase warrants are listed on the NYSE American under the symbols “GROY” and “GROY.WS”, respectively.

On August 23, 2021, the Company acquired all the issued and outstanding common shares of Ely Gold Royalties Inc. (“Ely”) which has been consolidated from the date of acquisition.

On November 4, 2021, the Company acquired all the issued and outstanding shares of Golden Valley Mines and Royalties Ltd. (“Golden Valley”) and Abitibi Royalties Inc (“Abitibi”) which have both been consolidated from the date of acquisition.

2. Basis of preparation and Significant accounting policies

2.1 Statement of compliance

The Company’s condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended September 30, 2021.

These condensed interim consolidated financial statements were authorized for issue by the Company’s board of directors (the “Board”) on August 15, 2022.

2.2 Basis of presentation

The Company’s condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company’s condensed interim consolidated financial statements are presented in United States dollars (“U.S. dollar”, “$” or “dollar”). All values are rounded to the nearest thousand except where otherwise indicated.

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s annual financial statements for the year ended September 30, 2021. The Company’s interim results are not necessarily indicative of its results for a full year.

The consolidated financial statements include the financial statements of Gold Royalty Corp. and its wholly-owned subsidiaries, being Gold Royalty U.S. Corp., Ely Gold Royalties Inc., 1320505 B.C. Ltd., Nevada Select Royalty, Inc., Ren Royalties LLC, VEK Associates, DHI Minerals (U.S.) Ltd, Golden Valley Mines and Royalties Ltd., Abitibi Royalties Inc., Calone Mining Ltd. and Abitibi Royalties (USA) Inc. Subsidiaries are consolidated from the date the Company obtained control, and continue to be consolidated until the date that its control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

2. Basis of preparation and Significant accounting policies (continued)

2.3 Basis of consolidation

The accounts of all subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. The functional currency of the Company and all its subsidiaries is the United States dollar. Prior to the completion of the Company’s IPO on March 11, 2021, the functional currency of GRC was the Canadian dollar. For the periods prior to the change in functional currency, the results of GRC, the parent entity, were translated from Canadian dollars using period end exchange rate for its assets and liabilities and average exchange rates for income and expenses. All resulting exchange differences noted were recognized in other comprehensive income (loss).

3. Acquisitions of Golden Valley and Abitibi

On November 5, 2021, the Company completed business combinations with Golden Valley and Abitibi by way of statutory plans of arrangement (the “Arrangements”). Pursuant to the Arrangements, the Company acquired all the issued and outstanding Golden Valley and Abitibi common shares, whereby:

•

GRC issued 2.1417 GRC Shares to Golden Valley shareholders for each Golden Valley common share; and

•

GRC issued 4.6119 GRC Shares to Abitibi shareholders for each Abitibi common share.

The total consideration paid by the Company to holders of Golden Valley and Abitibi shares on the closing date consisted of an aggregate of 61,104,200 GRC Shares. Additionally, pursuant to the Golden Valley Arrangement, each of its 1,166,389 options that were outstanding immediately prior to the effective time were exchanged for 2,498,045 options to purchase GRC Shares.

Based on the GRC share price, GRC Shares issued, and the fair value of GRC share options issued in exchange for Golden Valley options, the total consideration for the acquisition was $305,957. The Company also incurred consulting fees payable to financial advisors of approximately $3,000. On the closing date, the total amount of cash and marketable securities acquired by the Company was $34,922. The Company began consolidating the operating results, cash flows and net assets of Golden Valley and Abitibi beginning on November 5, 2021.

On completion of the transaction, the Company acquired royalties, included, among other things:

•

Four royalties (1.5% net smelter return (“NSR”), 2% NSR, 3% NSR, 15% Net Profit Interest (“NPI”)) on portions of the Canadian Malartic Property; and

•

A royalty (2.5% to 4.0% NSR) on Cheechoo, proximate to Newmont Corporation’s (“Newmont”) Éléonore Mine in Québec.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

3. Acquisitions of Golden Valley and Abitibi (continued)

The following table summarizes the fair value of the consideration paid and the preliminary fair values of the assets acquired, and liabilities assumed on the closing date:


	($)
Consideration paid
GRC Shares issued to Abitibi and Golden Valley Shareholders		296,966
1,166,389 Golden Valley Share options deemed to be exchanged for GRC Share options		8,991
Total consideration		305,957

Allocation of consideration
Cash and cash equivalents		10,393
Restricted cash		1,815
Short-term investments		23,360
Prepaid and other receivables		2,756
Royalties and other mineral interests		366,102
Investment in associate		1,360
Accounts payable and accrued liabilities		(5,561	)
Derivative liabilities		(691	)
Government loan		(48	)
Deferred income tax liability		(93,529	)
Net assets acquired		305,957

The fair value of short-term investments and investment in associates was estimated based on quoted market prices. The fair value of derivative liabilities was estimated based on quoted market prices of the put and call option contracts (Note 11). The fair values of producing and development stage royalties were estimated using discounted cash flow models. Expected future cash flows used to estimate the fair value of these royalties are based on estimates of future gold prices, projected future production, estimated quantities of mineral reserves and resources, expected future production costs, and discount rates at the closing date. The fair values of exploration stage royalties were estimated using a market approach based on comparable market transactions. The fair value of receivables and payables are equal to their gross contractual amounts at the closing date. The fair value of the option has been estimated based on the Black-Scholes option pricing model using the following weighted average assumptions: risk-free interest rate of 0.40%, expected life of 4.1 years, expected volatility of 37%, expected dividend yield of 0% and estimated forfeiture rate of 0%. Any changes to the preliminary fair value estimates for these assets will also impact deferred income taxes.

The Company’s preliminary purchase accounting was based upon preliminary valuations performed to determine the fair value of the net assets as of the acquisition date and is subject to adjustments for up to one year after the closing date of the acquisition to reflect final valuations. The Company is currently in the process of completing its valuation work related to the estimation of the fair values of royalty interests and exploration and evaluation assets. The final valuations of these assets could have a material impact on the preliminary purchase accounting disclosed above.

During the three and nine months ended June 30, 2022, Golden Valley and Abitibi contributed revenue of $746 and $909, respectively, and net loss of $2,487 for the three months ended June 30, 2022 and net profit of $1,150 for the nine months ended June 30, 2022 to the Company’s financial performance since the date of acquisition, respectively.

If the acquisitions had occurred on October 1, 2021, consolidated pro forma revenue and net loss for the nine months ended June 30, 2022 would have been $3,078, and consolidated pro forma net loss for the nine months ended June 30, 2022 would have been $18,214, respectively. The pro forma net loss for the nine months ended June 30, 2022 included transaction costs and change of control payments related to the acquisitions of Golden Valley and Abitibi by the Company of approximately $11,300.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

4. Cash and cash equivalents


	June 30, 2022		September 30, 2021
	($)		($)
Cash and cash equivalents consist of:
Cash at bank		6,024		5,905
Guaranteed Investment Certificates		—		4,000
		6,024		9,905

5. Short-term investments


	($)
Balance at September 30, 2020		—
Acquisition of marketable securities in merger with Ely		1,291
Fair value change due to price change		(168	)
Fair value change due to foreign exchange		(5	)
Balance at September 30, 2021		1,118
Acquisition of marketable securities in merger with Golden Valley and Abitibi		23,360
Acquisition		942
Dispositions		(13,054	)
Fair value change due to price change		(219	)
Fair value change due to foreign exchange		(1,074	)
Balance at June 30, 2022		11,073

During the three and nine months ended June 30, 2022, the Company acquired 1,666,667 units of Monarch Mining Corporation (“Monarch”) at a price of C$0.60 per unit for $799 (C$1 million). Each unit consists of one common share of Monarch and one transferable common share purchase warrant, with each warrant entitling the holder to acquire an additional common share for C$0.95 for a period of 60 months following the date of issuance thereof.

6. Prepaids and other receivables


	June 30, 2022		September 30, 2021
	($)		($)
Prepaids and other receivables consist of:
Income taxes and GST receivable		678		304
Prepaids		1,646		1,562
Other accounts receivables		37		—
		2,361		1,866

Insurance premiums of $1,481 (September 30, 2021: $998) was included in prepaids as at June 30, 2022.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

7. Royalty and other mineral interests


	($)
Balance at September 30, 2020		—
Additions		25,496
Acquisition of Ely		238,864
Depletion		(164	)
Foreign currency translation		379
Option payment received		(30	)
Balance at September 30, 2021		264,545
Additions		22,836
Disposition		(10	)
Acquisition of Golden Valley & Abitibi (Note 3)		366,102
Depletion		(1,812	)
Option payments received		(1,723	)
Impairment		(3,821	)
Balance at June 30, 2022		646,117


	Cost						Accumulated Depletion									Others															Carrying Amount
June 30,	Opening October 1, 2021		Additions		Ending June 30, 2022		Opening October 1, 2021			Depletion			Ending June 30, 2022			Transfer			Disposition			Impairment			Option payments			Total			Thursday, June 30, 2022
2022	($)		($)		($)		($)			($)			($)			($)						($)			($)			($)			($)
Isabella Pearl		2,821		—		2,821		(6	)		(55	)		(61	)		—			—			—			—			—			2,760
Jerritt Canyon		8,921		—		8,921		(74	)		(464	)		(538	)		—			—			—			—			—			8,383
Malartic (in production)		—		276,045		276,045		—			(486	)		(486	)		—			—			—			—			—			275,559
Marigold		1,261		—		1,261		(84	)		—			(84	)		—			—			—			—			—			1,177
Beaufor		1,235		—		1,235		—			—			—			—			—			—			—			—			1,235
Cheechoo		—		12,640		12,640		—			—			—			—			—			—			—			—			12,640
Côté		—		16,132		16,132		—			—			—			—			—			—			—			—			16,132
Croinor		5,330		446		5,776		—			—			—			—			—			—			—			—			5,776
Fenelon		41,553		—		41,553		—			—			—			—			—			—			—			—			41,553
Gold Rock		3,275		—		3,275		—			—			—			—			—			—			—			—			3,275
Hog Ranch		12,879		—		12,879		—			—			—			—			—			—			—			—			12,879
Lincoln Hill		5,289		—		5,289		—			(33	)		(33	)		132			—			—			—			132			5,388
Malartic (in development)		—		42,348		42,348		—			—			—			—			—			—			—			—			42,348
McKenzie Break		4,010		290		4,300		—			—			—			—			—			—			—			—			4,300
Railroad-Pinion		3,032		—		3,032		—			—			—			—			—			—			—			—			3,032
Rawhide		3,821		—		3,821		—			—			—			—			—			(3,821	)		—			(3,821	)		—
REN (Net Profit Interest)		21,017		—		21,017		—			—			—			—			—			—			—			—			21,017
REN (Net Smelter Return)		42,365		—		42,365		—			(268	)		(268	)		556			—			—			—			556			42,653
São Jorge		2,274		—		2,274		—			—			—			—			—			—			—			—			2,274
Titiribi		3,010		—		3,010		—			—			—			—			—			—			—			—			3,010
Whistler		2,575		—		2,575		—			—			—			—			—			—			—			—			2,575
Yellowknife		1,870		—		1,870		—			—			—			—			—			—			—			—			1,870
Borden Mine		1,108		2,781		3,889		—			(478	)		(478	)		—			—			—			—			—			3,411
Others		97,063		38,256		135,319		—			(28	)		(28	)		(688	)		(10	)		—			(1,723	)		(2,421	)		132,870
Total (1)		264,709		388,938		653,647		(164	)		(1,812	)		(1,976	)		—			(10	)		(3,821	)		(1,723	)		(5,554	)		646,117

(1)

Royalty and other mineral interests include non–depletable asset of $354,827 and depletable assets of $291,290.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

7. Royalty and other mineral interests (continued)

The following is a summary of selected royalties own by the Company as of June 30, 2022:


Asset	Interest	Jurisdiction
Producing
Canadian Malartic Property (open pit) (1)	3.0% NSR	Québec, Canada
Jerritt Canyon Mine	0.5% NSR	Nevada, USA
Jerritt Canyon Mine (Per Ton Royalty)	$0.15 – $0.40 Per Ton Royalty	Nevada, USA
Marigold Mine (1)	0.75% NSR	Nevada, USA
Isabella Pearl Mine (1)	0.375% Gross Revenue Royalty	Nevada, USA
Beaufor Mine	1.0% NSR	Québec, Canada
Beaufor-Beacon Mill (Per Tonne Royalty (“PTR”))	C$1.25 – C$3.75 PTR	Québec, Canada
Borden Mine (1)	0.5% NSR	Ontario, Canada
Key Developing
Côté Gold Project (1)	0.75% NSR	Ontario, Canada
Railroad-Pinion Project (1)	0.44% NSR	Nevada, USA
Lincoln Hill Project	2.0% NSR	Nevada, USA
Rodeo Creek	2.0% NSR	Nevada, USA
REN - Carline Mines	1.5% NSR	Nevada, USA
REN - Carline Mines (NPI)	3.5% NPI	Nevada, USA
Gold Rock Project	0.5% NSR	Nevada, USA
Odyssey Project (1) (underground)	3.0% NSR	Québec, Canada
São Jorge Project	1.0% NSR	Brazil
La Mina Project	2.0% NSR	Colombia
Fenelon Gold Property	2.0% NSR	Québec, Canada
Hog Ranch Project	2.25% NSR	Nevada, USA
Cheechoo Project	2.5% to 4.0% NSR	Québec, Canada
Croinor Gold Project	2.75% NSR	Québec, Canada
McKenzie Break	2.75% NSR	Québec, Canada
Swanson	2.75% NSR	Québec, Canada
Tonopah West	3.0% NSR	Nevada, USA
Whistler Project	1.0% NSR	Alaska, USA

Note:

(1)

Royalty applies to only a portion of the property.

Côté Gold Project

On March 1, 2022, the Company completed the acquisition of an existing 0.75% NSR royalty on a portion of the Côté Gold Project, located in Ontario Canada, and owned by IAMGOLD Corporation, as the operator, and Sumitomo Metal Mining Co., Ltd. The Company paid a total consideration of $15,832 at closing which comprised of $15,000 in cash and the issuance of 207,449 GRC Shares with far value of $832. In addition, the Company issued an additional 50,000 GRC Shares to third parties in connection with certain acknowledgement in connection with the transaction.

Rawhide

During the nine months ended June 30, 2022, mining operations at the Rawhide mine were suspended due to working capital constraints. Accordingly, the Company recognized an impairment charge of $3,821 (2021: $Nil) on the Rawhide royalty.

Eldorado Project

On January 14, 2022, Nevada Select Royalty, Inc., a wholly owned subsidiary of the Company, granted an option to a third party to purchase 100% of its right, title, and interest in its Eldorado Project for a 3.0% NSR and $2,000 cash payments, of which $75 has been received. The balance of the cash payments is due as follows:

•

$125 on or before January 14, 2023.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

7. Royalty and other mineral interests (continued)

•

$400 on or before January 14, 2024 and January 14, 2025 and;

•

$500 on or before January 14, 2026 and January 14, 2027.

The option will be in effect during the term of the agreement from the grant date and including the first to occur of the exercise of the option; the termination of this option agreement or 5 years from January 14, 2022.

Borden Mine

The Company holds a 0.5% NSR royalty over a portion of the producing Borden Mine in Ontario. During the nine months ended June 30, 2022, the Company recognized royalty and other payments of $1,345 (C$1.7 million) from the operator, which included royalties for past periods.

Increased Beacon Mill, McKenzie Break, Croinor Gold and Swanson Royalties

On April 6, 2022, the Company completed a royalty financing transaction with Monarch. Pursuant to the definitive agreement, the Company provided $3,587 (C$4.5 million) in additional royalty financing to Monarch in exchange for increasing the rate on the Company’s existing royalties and provided an additional $799 (C$1 million) in equity financing to Monarch by participating in its marketed private placement (Note 5). Pursuant to the transaction, among other things:

•

the existing C$2.50 PTR on material from the Beaufor Mine through the Beacon Mill is increased to C$3.75 per tonne on material from the Beaufor Mine and C$1.25 per tonne on material from the McKenzie Break, Croinor Gold, and Swanson properties;

•

the existing 2.50% NSR royalties on Monarch’s McKenzie Break, Croinor Gold, and Swanson properties is increased to a 2.75% NSR over the properties;

•

Monarch’s existing 1.25% NSR royalty buyback rights on the McKenzie Break, Croinor Gold, and Swanson properties is extinguished; and

•

the Company retains pre-emptive rights on any future PTRs on the Beacon Mill and retains a right of first refusal on the creation of any additional NSR properties over the McKenzie Break, Croinor Gold, and Swanson properties.

Beaufor Project

The Company holds a 1.0% NSR Royalty over the Beaufor Mine and a C$1.25 to C$3.75 per tonne royalty over the Beacon Mill operated by Monarch in Quebec.

Other mineral interests

As at June 30, 2022, the Company owned other mineral interests of $5,827 (September 30, 2021: $7,711). $1,723 option payments were received and netted against other mineral interests during the nine months ended June 30, 2022. All option payments received during the nine months ended June 30, 2022 are generated from assets located in the U.S.A.

8. Long-term investment

As at June 30, 2022, long-term investment includes a $1,587 (C$2 million) investment for a 12.5% equity interest in Prospector Royalty Corp. (“PRC”). PRC is a private company that provides the Company preferred access to a proprietary, extensive and digitized royalty database. In conjunction with the investment, the Company has entered into a royalty referral arrangement with PRC, which will provide the Company with the opportunity to acquire certain royalties identified by PRC.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

9. Investment in associate

The Company acquired 25,687,444 common shares of Val-d’Or Mining Corporation (“Val-d’Or”) as part of the acquisition of Golden Valley. On March 18, 2022, the Company participated in the private placement offering and acquired 3,277,606 units at a price of C$0.16 per unit. Each unit comprised of one common share and one-half of one common share purchase warrant. Each

whole warrant is exercisable for the purchase of one common share of Val-d’Or at a per share price of C$0.20 until March 18, 2024. As at June 30, 2022, the Company has a 35.59% equity interest in Val-d’Or.

The following table summarizes the changes to investment in associates for the period from November 5, 2021 to June 30, 2022:


	($)
Balance at September 30, 2021		—
Acquisition of marketable securities in merger with Golden Valley		1,360
Addition		409
Share of loss in associate		(298	)
Dilution gain		100
Translation gain		(39	)
Balance at June 30, 2022		1,532

10. Bank loan

On January 24, 2022, the Company entered into a definitive credit agreement with the Bank of Montreal providing for a $10,000 secured revolving credit facility (the “Facility”), that includes an accordion feature providing for an additional $15,000 of availability (the “Accordion”). The Facility, secured against certain assets of the Company, is available for general corporate purposes, acquisitions, and investments subject to certain limitations. Amounts drawn on the Facility bear interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 3.00% per annum or Adjusted Term SOFR Rate plus a margin of 4.00% per annum, as applicable, and the undrawn portion is subject to a standby fee of 0.90% per annum. The Adjusted Term SOFR Rate shall mean on any day the Term SOFR.

Reference Rate published by the Term SOFR Administrator for the tenor comparable to the applicable interest period, plus certain credit spread adjustments. The Facility matures on March 31, 2023. The exercise of the Accordion is subject to certain additional conditions and the satisfaction of financial covenants.

The following outlines the movement of the bank loan during nine months ended June 30, 2022:


	($)

Draw-down		10,000
Less: transaction costs and fees		(497	)
Interest expense		365
Interest paid		(179	)
Balance at June 30, 2022		9,689

11. Derivative liabilities

The Company acquired put and call options on certain short-term investments as part of the acquisition of Abitibi. These put and call options are classified as derivative liabilities in accordance with IAS 32 Financial Instruments: Presentation. At each reporting date, the change in fair value is recognized in the consolidated statements of comprehensive loss. On the closing of the business combination, the fair value of these put and call options was $691. For the three and nine months ended June 30, 2022, the fair value gain of $572 and $520 are recorded in change in fair value of derivative liabilities in the condensed consolidated statements of comprehensive loss, respectively. All put options were expired/extinguished as at June 30, 2022.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

11. Derivative liabilities (continued)

As at June 30, 2022, each of the 8,849,251 warrants to purchase common shares of Ely (an “Ely Warrant”) that were outstanding represent the right to acquire, on valid exercise thereof (include payment of the applicable exercise price), 0.2450 of a GRC Share plus C$0.0001. The Ely Warrants were classified as derivative liabilities in accordance with IAS 32 Financial Instruments: Presentation as they are denominated in Canadian dollars, which differs from the Company’s functional currency. The fair value of such Ely Warrants is remeasured on the reporting date and the change in fair value is recognized in the condensed consolidated statements of comprehensive loss.

As at June 30, 2022, the fair value of the Ely Warrants has been estimated based on the Black-Scholes option pricing model using the following weighted average assumptions: risk-free interest rate of 3.08%, expected life of the Ely Warrant of 0.89 years, expected volatility of 39%, expected dividend yield of 0% and estimated forfeiture rate of 0%. The Company recorded a fair value gain on the warrant derivative liabilities of $2,264 and $4,204 in change in fair value of derivative liabilities in the condensed consolidated statements of comprehensive loss for the three and nine months ended June 30, 2022, respectively.

The movement in derivative liabilities is as follows:


	($)
Balance at September 30, 2020		—
Acquisition of Ely		3,038
Change in fair value during the period		1,511
Balance at September 30, 2021		4,549
Acquisition of Abitibi (Note 3)		691
Exercise of Ely warrants		(123	)
Change in fair value during the period		(4,724	)
Balance at June 30, 2022		393

12. Issued capital

12.1 Common Shares

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series without par value.

On April 19, 2021, the Company entered into an agreement with a service provider for the provision of digital marketing and advertising services. The total fee was paid in cash and 75,000 GRC Shares with a fair value of $4.60 per share. The Company amortized the prepaid service fee over the term of the agreement and recognized $Nil and $173 as share-based compensation expense for three and nine months ended June 30, 2022, respectively.

On October 12, 2021, the Company issued 120,000 GRC Shares with a fair value of $626 to Blender Media Inc. (“Blender”) as compensation for the expanded scope of digital marketing services for a contract term ending on June 27, 2022 (Note 15). $209 and $626 was recognized as share-based compensation expense for the three and nine months ended June 30, 2022, respectively.

On November 5, 2021, the Company completed its acquisitions of Golden Valley and Abitibi by issuing an aggregate of 61,104,200 GRC Shares with a fair value of $296,966 (Note 3).

On March 1, 2022, the Company issued 207,449 GRC Shares to acquire 0.75% NSR royalty on a portion of the Côté Gold Project. In addition, on May 25, 2022, the Company issued an additional 50,000 GRC Shares to third parties in connection with certain acknowledgement in connection with the transaction (Note 7).

On March 22, 2022 and May 19, 2022, the Company issued 39,435 GRC Shares with fair value of $148 to service providers for the provision of marketing services. The Company amortized the prepaid service fee over the term of the agreement and recognized $80 and $87 as share-based compensation expense for the three and nine months ended June 30, 2022, respectively.

During the nine months ended June 30, 2022, the Company issued 402,938 GRC Shares in exchange for the exercise of 1,644,649 Ely Warrants and received gross proceeds of $856.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

12. Issued capital (continued)

12.2 Restricted Shares

On October 19, 2020, the Company issued 1,500,000 restricted shares (the “Restricted Shares”) to certain officers and directors of the Company and GoldMining, the terms of which were subsequently amended on January 10, 2021. The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to the Company without the requirement of any further consideration. The performance conditions are as follows:

(1)

with respect to one-third of the Restricted Shares awarded to the holder, if the Company’s initial public offering or any liquidity event (being any liquidation, dissolution or winding-up of the Company or distribution of all or substantially all of the Company’s assets among shareholders or a change of control transaction) occurs that values the Company at a minimum of $50,000,000 (condition met);

(2)

with respect to one-third of the Restricted Shares awarded to the holder, if the Company receives $1,000,000 of royalty payments under any of the Company’s royalty interests prior to October 19, 2023 (condition met); and

(3)

with respect to one-third of the Restricted Shares awarded to the holder, if the holder continues to be a director, officer, employee or consultant of the Company or an entity that is under common control with the Company for a period of one year after the initial public offering is completed (condition met).

During the three and nine months ended June 30, 2022, the Company recognized share-based compensation expense of $Nil (2021: $43) and $276 (2021: $328) related to the Restricted Shares, respectively.

12.3 Restricted Share Units

As at June 30, 2022, 166,812 Restricted Share Units (the “RSUs”) were granted to certain officers, directors, and consultants of the Company. The RSUs vest in three equal annual instalments during the recipient’s continual service with the Company. The Company classifies RSUs as equity instruments since the Company has the ability and intent to settle the awards in common shares. The compensation expense is calculated based on the fair value of each RSU as determined by the closing value of GRC Shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSUs.

During the three and nine months ended June 30, 2022, the Company recognized share-based compensation expense of $114 and $225 related to the RSUs, respectively.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

12. Issued capital (continued)

12.4 Reserves

The following outlines the movements of the Company’s common share purchase warrants, share options and RSUs:


	Reserves
	Warrants			Share Based Awards		Total
	($)			($)		($)
Balance at September 30, 2020		—			—		—
Initial public offering:
Common share purchase warrants issued to for cash		7,045			—		7,045
Underwriters’ fees and issuance costs		(416	)		—		(416	)
Ely Warrants recognized in equity		2,603			—		2,603
Exercise of Ely Warrants		(27	)		—		(27	)
Share-based compensation - share options		—			2,199		2,199
Balance at September 30, 2021		9,205			2,199		11,404
Exercise of Ely Warrants		(913	)		—		(913	)
Share options issued to replace Golden Valley’s share options		—			8,991		8,991
Share-based compensation - share options		—			1,366		1,366
Share-based compensation - RSUs		—			225		225
Balance at June 30, 2022		8,292			12,781		21,073

Common Share Purchase Warrants

During the year ended September 30, 2021, the Company issued 10,350,000 common share purchase warrants at an exercise price of $7.50 per share. The number of common share purchase warrants outstanding as at June 30, 2022 was 10,350,000 warrants at an exercise price of $7.50 per share and with a weighted average remaining contractual life of 1.70 years.

As at June 30, 2022, there were 13,518,252 Ely Warrants outstanding which are exercisable into 3,311,971 GRC Shares based on a 0.245 exchange ratio. The Ely Warrants has a weighted average exercise price of C$1.10 per GRC Share and with a weighted average remaining contractual life of 1.24 years.

Share Options

The Company adopted a long-term incentive plan (the “LTIP”) which provides that the Board of Directors may, from time to time, in its discretion, grant awards of restricted share units, performance share units, deferred share units and share options to directors, officers, employees and consultants. The aggregate number of common shares issuable under the LTIP in respect of awards shall not exceed 10% of the common shares issued and outstanding.

The following outlines the movements of the Company’s common share options:


	Number of options			Weighted Average Exercise Price ($)
Balance at September 30, 2021		3,016,200			4.97
Golden Valley share options exchange for GRC share options (Note 3)		2,498,045			1.32
Granted		552,031			4.63
Forfeited		(6,200	)		4.85
Balance at June 30, 2022		6,060,076			3.43

During the nine months ended June 30, 2022, the Company granted 404,517 share options at an exercise price of $4.93, 5,000 share options at an exercise price of $4.62 per share, 100,000 share options at an exercise price of $4.14, 17,514 share options at an exercise price of $3.06 and 25,000 share options at an exercise price of $2.73 to directors, officers and employees. These share options are exercisable for a period of 5 years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

12. Issued capital (continued)

12.4 Reserves (continued)

The fair value of the 552,031 share options granted during the nine months ended June 30, 2022 was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:


Risk-free interest rate	1.31	%
Expected life (years)	2.87
Expected volatility	47.12	%
Expected dividend yield	0.15	%
Estimated forfeiture rate	3.67	%

As there is insufficient trading history of the Company's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector in which the Company operates over a period similar to the expected life of the share options.

A summary of share options outstanding and exercisable as at June 30, 2022, are as follows:


		Options Outstanding						Options Exercisable
Exercise Price ($)		Number of Options Outstanding		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)		Number of Options exercisable		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)
	1.04		475,457		1.04		0.98		475,457		1.04		0.98
	1.28		62,108		1.28		1.97		62,108		1.28		1.97
	1.32		1,749,583		1.32		4.25		1,749,583		1.32		4.25
	1.88		163,781		1.88		2.68		163,781		1.88		2.68
	2.55		47,116		2.55		2.99		47,116		2.55		2.99
	2.73		25,000		2.73		4.98		6,250		2.73		4.98
	3.06		17,514		3.06		4.89		4,378		3.06		4.89
	4.14		100,000		4.14		4.64		25,000		4.14		4.64
	4.62		5,000		4.62		4.54		1,250		4.62		4.54
	4.78		305,000		4.78		3.89		228,750		4.78		3.89
	4.85		200,000		4.85		4.16		100,000		4.85		4.16
	4.93		404,517		4.93		4.52		101,123		4.93		4.52
	5.00		2,505,000		5.00		3.69		1,878,750		5.00		3.69
			6,060,076		3.43		3.69		4,843,546		3.08		3.61

The fair value of the Company’s share options recognized as share-based compensation expense during the three and nine months ended June 30, 2022 were $302 (2021: $701) and $1,366 (2021: $1,500), respectively, using the Black-Scholes option pricing model.

12.5 Dividends

On January 18, 2022, the Company announced the initiation of a quarterly dividend program and declared an inaugural quarterly cash dividend of $0.01 per common share. The Company paid dividend of $1,344 and $1,342 on June 30, 2022 and March 31, 2022, respectively.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

13. Royalty and option income

The following table summarizes income earned by countries:


	Three months ended June 30, 2022						Nine months ended June 30, 2022
	($)		($)		($)		($)		($)		($)
	Canada		USA		Total		Canada		USA		Total
Royalty and option income		1,568		339		1,907		1,694		1,384		3,078

14. Financial instruments

The Company’s financial assets consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable and accrued liabilities, lease obligation, bank loan and derivative liabilities.

The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:

•

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

•

Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.

•

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Company’s short and long-term investments are initially recorded at fair value and subsequently revalued to their fair market value at each period end based on inputs such as equity prices. The Company’s short-term investments are measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of short-term investments is based on the quoted market price of the short-term investments. The fair value of the long-term investment is classified as Level 3 and measured based on data such as the price paid by arm’s length parties in a recent transaction. The fair value of the derivative liabilities related to Ely Warrants is determined using the Black-Scholes valuation model. The fair value of derivative warrants to purchase shares in the Monarch and Val-d’Or were initially determined on a residual value basis and subsequently measured using the Black-Scholes valuation model. The significant inputs used are readily available in public markets and therefore have been classified as Level 2. Inputs used in the Black-Scholes model for derivative liabilities include risk-free interest rate, volatility, and dividend yield. The fair value of the derivative liabilities related to the put and call option contracts is based on the quoted market price of these contracts.

The fair value of the Company’s other financial instruments, which include cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short term to maturity.

14.1 Financial risk management objectives and policies

The financial risk arising from the Company’s operations are credit risk, liquidity risk, currency risk, equity price risk and interest rate risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. The risks associated with financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

14.2 Credit risk

Credit risk is the risk of an unexpected loss if a customer or third-party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company’s bank balances and accounts receivable. The Company mitigates credit risk associated with its bank balance by holding cash with large, reputable financial institutions. The Company’s maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and accounts receivable.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

14. Financial instruments (continued)

14.3 Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company’s working capital (current assets less current liabilities) as at June 30, 2022 was $6,326 compared to $6,380 as at September 30, 2021. The Company’s accounts payable and accrued liabilities and bank loan are expected to be realized or settled, respectively, within a one-year period.

The Company’s future profitability will be dependent on the royalty income to be received from mine operators. Royalties are based on a percentage of the minerals or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize. Mineral prices are affected by numerous factors such as interest rates, exchange rates, inflation or deflation and global and regional supply and demand. The Company has the required liquidity to meet its obligations and to finance its planned activities.

14.4 Currency risk

The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currency. The Company currently does not engage in foreign exchange currency hedging. The currency risk on the Company’s cash and cash equivalents, short-term investments, accounts payable and accrued liabilities and derivative liabilities are minimal.

14.5 Equity price risk

The Company is exposed to equity price risk associated with its investment in other mining companies. The Company’s short-term investments consisting of common shares are exposed to significant equity price risk due to the potentially volatile and speculative nature of the businesses in which the investments are held. Based on the Company’s short-term investments held as at June 30, 2022, a 10% change in the market price of these investments would have an impact of approximately $808 on net loss.

Interest rate risk

The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and secured revolving credit facility, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash balances are minimal. The Company's secured revolving credit facility bears interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 3.00% or Adjusted Term SOFR plus a margin of 4.00%, as applicable and an increase (decrease) of 10 basis point in the applicable rate of interest would not have a significant impact on the net loss for nine months ended June 30, 2022. The Company's lease liability is determined using the interest rate implicit in the lease and an increase (decrease) of 10 basis point would not have a significant impact on the net loss for the nine months ended June 30, 2022.

15. Related party transactions

15.1 Related Party Transactions

During the three and nine months ended June 30, 2022, the Company incurred $249 (2021: $1) and $747 (2021: $29) in office and technology expenses for website design, hosting and maintenance service provided by Blender, respectively. Blender is controlled by a family member of Amir Adnani, a director of the Company. On October 12, 2021, the Company issued 120,000 GRC Shares to Blender as the compensation for the expanded scope of digital marketing services to be provided by Blender for a contract term ending on June 27, 2022. During the three and nine months ended June 30, 2022, the Company recognized share-based compensation expense of $209 (2021: $Nil) and $626 (2021: $Nil) in respect of this contract, respectively.

Related party transactions are based on the amounts agreed to by the parties. During nine months ended June 30, 2022, the Company did not enter into any contracts or undertake any commitment with any related parties other than as described herein.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

15. Related party transactions (continued)

15.2 Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity. Total management salaries and directors’ fees incurred for services provided by key management personnel of the Company for the three and nine months ended June 30, 2022 are as follows:


	For the three months ended June 30				For the nine months ended June 30
	2022		2021		2022		2021
	($)		($)		($)		($)
Management salaries		290		157		755		286
Directors’ fees		63		24		160		47
Share-based compensation		310		558		1,440		1,583
		663		739		2,355		1,916

16. Operating segments

The Company conducts its business as a single operating segment, being the investment in royalty and mineral stream interests. Except for royalties on gold projects located in Brazil, Colombia, Peru, Turkey and the United States, substantially all of the Company’s assets and liabilities are held in Canada.

17. Subsequent events

At-the-Market Program

On August 15, 2022, the Company entered into an equity distribution agreement (the "Equity Distribution Agreement") with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright & Co. LLC, Haywood Securities Inc., Laurentian Bank Securities Inc., Laurentian Capital (USA) Inc., Raymond James Ltd. and Raymond James & Associates Inc. (collectively, the "Agents"), providing for the issuance of up to $50 million of GRC Shares from treasury to the public from time to time pursuant to an "at the market" equity program (the "ATM Program"). Unless earlier terminated by the Company or the Agents as permitted therein, the Equity Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the GRC Shares sold under the ATM Program reaches the aggregate amount of $50 million; or (b) September 1, 2023.

Exhibit 99.2

GOLD ROYALTY CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022

August 15, 2022

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

General

This management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of Gold Royalty Corp. (“Gold Royalty” or the "Company") should be read in conjunction with its unaudited condensed interim consolidated financial statements and the notes thereto for the three and nine months ended June 30, 2022, and its Annual Report on Form 20-F (the “Annual Report”), including the Company’s audited consolidated financial statements and the notes thereto, for the year ended September 30, 2021, copies of which are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The Company’s unaudited condensed interim consolidated financial statements for the three and nine months ended June 30, 2022, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the presentation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting. This MD&A refers to various non-IFRS measures. Non-IFRS measures do not have standardized meanings under IFRS. Accordingly, non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. To facilitate a better understanding of these measures as calculated by the Company, additional information has been provided in this MD&A. Please refer to section “Non-IFRS Measures” of this MD&A for detailed descriptions and reconciliations.

Unless otherwise stated, all information contained in this MD&A is as of August 15, 2022. Unless otherwise stated, references herein to “$” or “dollars” are to United States dollars and references to “C$” are to Canadian dollars. References in this MD&A to the “Company”, “Gold Royalty” and “GRC” mean Gold Royalty Corp., together with its subsidiaries unless the context otherwise requires.

Business Overview

Gold Royalty is a precious metals-focused royalty company offering creative financing solutions to the metals and mining industry. The Company’s diversified portfolio includes 198 royalties across producing, developing, advanced-exploration and early-exploration staged properties.

The head office and principal address of the Company is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3, Canada. The Company’s common share (the “GRC Shares”) and certain of its outstanding common share purchase warrant are listed on the NYSE American under the symbols “GROY” and “GROY.WS”, respectively.

Business Strategy

The Company’s mission is to acquire royalties, streams and similar interests at varying stages of the mine life cycle to build a balanced portfolio offering near, medium and longer-term returns for its investors.

In carrying out its long-term growth strategy, the Company seeks out and continually reviews opportunities to expand its portfolio through the acquisition of existing or newly created royalty, stream or similar interests and through accretive acquisitions of companies that hold such assets. In acquiring newly created interests, the Company acts as a source of financing to mining companies for the development and exploration of projects.

The Company’s “royalty generator model” is focused on mineral properties held by the Company and its subsidiaries and additional properties they may acquire from time to time, with the aim of subsequently optioning or selling them to third-party mining companies in transactions where the Company would retain a royalty, carried interest or other similar interest. The Company believes the royalty generator model provides increased volume of potential royalty opportunities, targeting opportunities with potential exploration upside.

The Company generally does not conduct development or mining operations on the properties in which it holds interests and it is not required to contribute capital costs for these properties. The Company may, from time to time, conduct non-material exploration related activities to advance its royalty generator model.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

Highlights for the three and nine months ended June 30, 2022

For the three and nine months ended June 30, 2022, highlights include:

•

Gross revenues of $1.9 million and $3.1 million, respectively.

•

Commencement of production at the Beaufor mine and its Beacon Mill in July 2022, and the recent commencement of royalty payments from the Borden mine.

•

In the nine months ended June 30, 2022, the Company continued the execution of its acquisition strategy completing the acquisition of Abitibi Royalties Inc. (“Abitibi”) and Golden Valley Mines and Royalties Ltd (“Golden Valley”), acquiring a royalty on the Côté Gold Project and expanding its royalties on the Beaufor mine.

•

Cash, cash equivalents and marketable securities of approximately $17.1 million as at June 30, 2022, positioning the Company well for further growth. This excludes an accordion feature in the revolving loan facility with Bank of Montreal providing for an additional $15.0 million of availability, subject to certain conditions (the “Accordion”).

•

On April 6, 2022, the Company completed a royalty financing transaction with Monarch Mining Corporation (“Monarch”). Pursuant to the definitive agreement, the Company provided approximately $3.6 million (C$4.5 million) in additional royalty financing to Monarch in exchange for increasing the size of the Company's existing royalties and provided an additional $0.8 million (C$1 million) in equity financing to Monarch by participating in its marketed private placement.

•

On March 1, 2022, the Company completed the acquisition of an existing 0.75% net smelter return (“NSR”) royalty on a portion of the Côté Gold Project, located in Ontario Canada, owned by IAMGOLD Corporation (“IAMGOLD”), as the operator, and Sumitomo Metal Mining Co. Ltd. The Company paid total consideration to a third-party holder of $15.8 million for the royalty at closing, which comprised of $15 million in cash and the issuance of 207,449 GRC Shares.

•

Gold Royalty now holds 198 royalties with focus on the best mining jurisdictions in the Americas (2021 Fraser Institute of Mining Attractiveness Index).

Select royalty portfolio highlights for the three months ended June 30, 2022 include:

•

Odyssey Project (3.0% NSR royalty): Yamana Gold Inc. (“Yamana”) announced on July 7, 2022, that production was ahead of plan at the Odyssey project. It further disclosed that permitting at the project remains on schedule while construction is on track and on budget with first production from Odyssey South expected in the first quarter of 2023. On July 27, 2022, Yamana announced positive exploration results from Odyssey which it expected could significantly expand the project’s inferred resource envelope.

•

Côté Gold Project (0.75% NSR): IAMGOLD announced a project update on August 3, 2022, including updated costs to complete, project economics and life-of-mine ("LOM") plan to be included in a new technical report for the Côté Gold project. The updated mine plan outlined an 18-year mine life with initial production expected in early 2024 and average annual production of 365,000 ounces over the LOM with average all-in sustaining costs of $854 per ounce gold ("/oz Au") sold. Costs to complete increased to $1,908 million however Gold Royalty is insulated from cost inflation as an NSR holder.

•

REN (1.5% NSR and 3.5% net profit interest (“NPI”)): Barrick Gold Corporation (“Barrick”) announced on August 8, 2022, that resources at REN are expected to grow in 2022 as the project advances to feasibility.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

•

Borden Mine (0.5% NSR): Gold Royalty recognized royalty and other payments of $1.35 million during the quarter related to its royalty over the mine operated by Newmont Corporation (“Newmont”) located in Ontario, Canada.

•

Beaufor Mine (1.0% NSR and per tonne royalty (“PTR”)): Monarch announced on July 5, 2022, that it commenced processing of Beaufor Mine material at its Beacon Mill. It further announced on July 27, 2022, that it achieved a milestone by producing its first gold bar.

•

Fenelon (2.0% NSR): Wallbridge Mining Company Limited (“Wallbridge”), in news releases dated April 8, 2022, May 30, 2022, June 7, 2022, and July 26, 2022, announced several updates to its 115,000 metre (“m”) 2022 drill program, which expanded the lateral footprint of the deposit beyond its 2021 maiden mineral resource estimate.

•

Jerritt Canyon (0.5% NSR and per ton royalty): First Majestic Silver Corp. (“First Majestic”) announced on July 20, 2022, that it produced 18,632 ounces of gold during the quarter and that rehabilitation and exploration investments are expected to increase average grade, production, and reduce all-in sustaining costs in the second half of 2022.

See “Selected Asset Updates” for further information.

Recent Developments

The following is a description of selected recent business developments for the nine months ended June 30, 2022. See also “Selected Asset Updates” for information regarding recent developments respecting the selected projects in which the Company holds royalty interests.

At-the-Market Program

On August 15, 2022, the Company entered into an equity distribution agreement (the "Distribution Agreement") with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright & Co. LLC, Haywood Securities Inc., Laurentian Bank Securities Inc., Laurentian Capital (USA) Inc., Raymond James Ltd. and Raymond James & Associates Inc. (collectively, the "Agents"), providing for the issuance of up to $50 million of GRC Shares from treasury to the public from time to time pursuant to an "at the market" equity program (the "ATM Program").

The Company does not currently have any plans to use the ATM Program. The Company currently intends to use the net proceeds, if any, from the ATM Program to implement its growth and acquisition strategy, including the direct and indirect acquisition of additional royalties, streams and similar interests, and for working capital.

The volume and timing of distributions under the ATM Program, if any, will be determined at the Company’s sole discretion, subject to applicable regulatory limitations. Any sales of GRC Shares under the ATM Program will be made by the Agents through the facilities of the NYSE American LLC, or any other marketplace on which the GRC Shares are listed, quoted or otherwise traded, at the prevailing market prices.

Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the GRC Shares sold under the ATM Program reaches the aggregate amount of $50 million; or (b) September 1, 2023.

The ATM Program will become effective upon the filing of a prospectus supplement to the Company's short form base shelf prospectus dated July 15, 2022, and U.S. registration statement on Form F-3 filed on June 13, 2022, as amended on July 6, 2022. This foregoing does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

Monarch Royalty Financing

On April 6, 2022, the Company completed a royalty financing transaction with Monarch. Pursuant to the definitive agreement, the Company provided approximately $3.6 million (C$4.5 million) in additional royalty financing to Monarch in exchange for increasing the percentage of the Company’s existing royalties and provided an additional $0.8 million (C$1 million) in equity financing to Monarch by participating in its marketed private placement. Pursuant to the transaction, among other things:

•

the pre-existing C$2.50 PTR on material from the Beaufor Mine through the Beacon Mill is increased to C$3.75 PTR on material from the Beaufor Mine and C$1.25 PTR on material from the McKenzie Break, Croinor Gold, and Swanson properties;

•

the pre-existing 2.50% NSR royalties on Monarch’s McKenzie Break, Croinor Gold, and Swanson properties is increased to a 2.75% NSR over the properties;

•

Monarch’s pre-existing 1.25% NSR royalty buyback rights on the McKenzie Break, Croinor Gold, and Swanson properties are extinguished; and

•

the Company retains pre-emptive rights on any future PTRs on the Beacon Mill and retains a right of first refusal on the creation of any additional royalty interest over the McKenzie Break, Croinor Gold, and Swanson properties.

Pursuant to the private placement, the Company acquired 1,666,667 units of Monarch at a price of C$0.60 per unit. Each unit consists of one common share of Monarch and one transferable common share purchase warrant, with each warrant entitling the holder to acquire an additional common share for C$0.95 for a period of 60 months following the date of issuance thereof.

Acquisition of Royalty on Côté Gold Project

On March 1, 2022, the Company completed the acquisition of an existing 0.75% NSR royalty on a portion of the Côté Gold Project, located in Ontario Canada operated by IAMGOLD. The Company paid total consideration to a third-party holder of $15.8 million for the royalty at closing, which comprised of $15 million in cash and the issuance of 207,449 GRC Shares. An additional 50,000 GRC Shares were issued in connection with the transaction as consideration for certain third-party acknowledgements.

Revolving Credit Facility

On January 24, 2022, the Company entered into a definitive credit agreement with Bank of Montreal providing for a $10 million secured revolving credit facility (the “Facility”) that includes the Accordion.

The Facility, secured against the assets of the Company, is available for general corporate purposes, acquisitions and investments subject to certain limitations. Amounts drawn on the Facility bear interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 3.00% per annum or Adjusted Term SOFR Rate plus a margin of 4.00% per annum, as applicable. It matures on March 31, 2023. The exercise of the Accordion is subject to certain additional conditions and the satisfaction of financial covenants.

As of the date hereof, the Company has drawn $10 million under the Facility, which matures in March 2023.

Inaugural Quarterly Cash Dividend Program

On January 18, 2022, the Company announced that its board of directors approved the initiation of a quarterly dividend program and declared an inaugural quarterly cash dividend of $0.01 per GRC Share. The Company paid dividends of $1.3 million on each of March 31, 2022 and June 30, 2022 to shareholders of record as of the close of business on March 15, 2022 and June 20, 2022, respectively.

The dividend program contemplates quarterly dividends, the declaration, timing, amount and payment of which will be subject to the discretion and approval of the board of directors of the Company based on relevant factors, including, among others, the Company’s financial condition and capital allocation plans.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

Option Agreement on Eldorado Project

On January 14, 2022, Nevada Select Royalty, Inc., a wholly-owned subsidiary of the Company, granted an option to a third party to purchase 100% of its right, title, and interest in its Eldorado Project for a 3.0% NSR and aggregate cash payments of $2.0 million, of which $0.08 million has been received. The balance of the cash payments is due as follows:

•

$0.12 million on or before January 14, 2023;

•

$0.40 million on or before January 14, 2024 and January 14, 2025; and

•

$0.50 million on or before January 14, 2026 and January 14, 2027.

Acquisition of Golden Valley and Abitibi

On November 5, 2021, the Company completed the acquisition of all of the outstanding shares of each of Golden Valley and Abitibi pursuant to statutory plans of arrangement for consideration consisting of:

•

2.1417 GRC Shares for each Golden Valley common share; and

•

4.6119 GRC Shares for each Abitibi common share.

The total consideration paid by the Company to holders of Golden Valley and Abitibi shares under the transaction consisted of an aggregate of 61,104,200 GRC Shares. Additionally, pursuant to the plan of arrangement with Golden Valley, each of Golden Valley’s 1,166,389 share purchase options that were outstanding immediately prior to closing were exchanged for options to purchase 2,498,045 GRC Shares.

Based on the share price of the GRC Shares, and the estimated fair value of Gold Royalty options issued in exchange for Golden Valley options, the total consideration for the acquisition was approximately $306 million. The Company began consolidating the operating results, cash flows and net assets of Golden Valley and Abitibi from November 5, 2021.

The royalties indirectly acquired by the Company through this transaction, included, among others:

•

four royalties (1.5% NSR, 2% NSR, 3% NSR, and 15% NPI) on portions of the Canadian Malartic Property; and

•

a royalty (2.5% to 4.0% NSR) on Cheechoo, which is proximate to Newmont Corporation’s Éléonore Mine in Québec.

Selected Asset Updates

The following is a summary of selected recent developments as announced by the operators of the underlying projects. Readers should refer to the disclosure documents of the applicable operators referenced below for further information regarding such developments. Unless otherwise stated, the operators of such projects have prepared their respective disclosures under Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended.

Please see the Company’s Annual Report for additional information regarding the Company’s material properties and descriptions of the royalties on such properties and its other key royalty interests.

Canadian Malartic

The Company holds four royalties on portions of the Canadian Malartic Property, including a 3.0% NSR royalty on portions of the Canadian Malartic mine. This royalty currently applies to a portion of the open pit areas (the eastern end of the Barnat Extension) where a majority of production to date has occurred. The royalty also applies to portions

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

of the Odyssey, East Malartic, Sladen and Sheehan zones, and all of the Jeffrey zone within the Canadian Malartic Mine Property. The Canadian Malartic Mine is a 50/50 partnership between Agnico Eagle and Yamana.

The Company also holds 2.0% NSR royalties on the Charlie Zone and the eastern portion of the Gouldie zone, a 1.5% NSR royalty on the Midway Project (1.0% NSR can be bought back for $1.0 million plus an additional 0.5% NSR for $1.0 million) and a 15% NPI on the Radium Property.

In a news release dated April 27, 2022, Yamana reiterated its 10-year outlook for the project, stating that Yamana’s exploration efforts are expected to lead to more mining areas allowing it to take advantage of available plant capacity, ore processing that will exceed 20,000 tonnes per day, and sustainable production that will exceed the initial production plan of 500,000 to 600,000 ounces per year.

In a news release dated July 7, 2022, Yamana announced that production was ahead of plan at the project, with first production from Odyssey South expected in the first quarter of 2023. On July 27, 2022, Yamana announced positive exploration results, stating that drilling is expected to significantly expand the inferred resource envelope which would provide the basis for updated technical studies in 2023, which are expected to allow definition of mineral reserves for the Odyssey underground project over the next few years, starting at the end of 2022.

For more information, refer to Yamana’s news releases dated July 27, 2022, July 7, 2022, and April 27, 2022, available under Yamana’s profile on www.sedar.com.

Côté Gold Project

The Company holds a 0.75% NSR royalty over the southern portion of the Côté Gold Project in Ontario.

In a news release dated August 3, 2022, IAMGOLD announced update on the Côté Gold Project, including updated costs to complete, project economics and LOM plan to be included in a new technical report for the Côté Gold Project expected to be filed by it on SEDAR on or before September 17, 2022. IAMGOLD disclosed that the Côté Gold Project is over 57% complete and the updated project costs and schedule gives greatly improved visibility towards completion.

Highlights of the project update disclosed by IAMGOLD include:

•

LOM average cash costs of $693/oz Au sold and all-in sustaining costs of $854/oz Au sold;

•

Cumulative net operating cash flow of $6,086 million and after-tax free cash flow of $2,597 million;

•

Mine life of 18 years with initial production expected in early 2024;

•

Average annual production of 495,000 ounces during the first six years following commercial production, and 365,000 ounces over the LOM;

•

Côté deposit measured and indicated mineral resource estimate (inclusive of mineral reserves) of 10.2 million ounces (365.5 Mt at 0.87 g/t Au) inferred mineral resource estimate of 3.8 million ounces (189.6 Mt at 0.63 g/t Au); and

•

District scale potential with demonstrated exploration upside in one of the world's leading mining jurisdictions.

The foregoing project update relates to the entirety of the Côté Gold Project, with the Company's royalty interest applying to portions thereof. For further information, readers should refer to IAMGOLD's news release dated August 3, 2022, available under IAMGOLD’s profile on www.sedar.com.

REN Project

The Company holds a 1.5% NSR and a 3.5% NPI over the REN project.

On August 8, 2022, Barrick disclosed in its presentation the second quarter of 2022 that, resources at REN are expected to grow in 2022 as the project advances to feasibility. The western side of the project contains the new +1.5 kilometres (“km”) Corona Corridor which shows continuity of mineralization 250 m from existing infrastructure. It further

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

disclosed that mineralization remains open at both JB and Corona Corridors and that it has initiated various mining studies on the geotechnical, ventilation, dewatering parameters to optimally design this part of the mine.

Barrick had previously noted it is targeting to bring REN into the Goldstrike mine plan in the short term. Its second quarter drilling highlights related to the Corona Corridor which is expected to support the growth of the current 1.2 million ounce maiden inferred resource (5.2 Mt at 7.3 g/t Au) includes significant intercepts from MRC-22001: 27.7 m at 11.49 g/t Au.

For further information, readers should refer to Barrick’s news release dated August 8, 2022, available under Barrick’s profile on www.sedar.com, and presentation for quarterly report on the second quarter of 2022, available on Barrick’s website.

Beaufor Mine

The Company holds a 1.0% NSR royalty over the Beaufor Mine and a C$3.75 PTR royalty over the Beacon Mill operated by Monarch in Québec.

In a news release dated July 27, 2022, Monarch announced the production of its first gold bar from its wholly-owned Beaufor Mine and Beacon Mill representing a major milestone. It disclosed that as of July 27, 2022, a total of 23,914 tonnes averaging 4.76 g/t Au have been stockpiled, ready to be processed at the Beacon Mill. Monarch disclosed that it will continue to ramp up production at the Beacon Mill and expects to reach commercial production in the coming months.

For more information, refer to Monarch’s news release dated July 27, 2022, available under Monarch’s profile on www.sedar.com.

Fenelon Gold Project

The Company holds a 2.0% NSR royalty over the Fenelon Gold Project in Québec.

In a news release dated July 26, 2022, Wallbridge announced positive assay results from its drilling campaign at the Fenelon Gold Project, which further expanded the lateral footprint of the deposit. The western and eastern extensions of mineralization are exemplified by drill holes FA-22-401 (3.01 g/t Au over 17.95 m) in the west and FA-22-420A (25.14 g/t Au over 3.27 m) in the east, both of which intersected gold mineralization outside existing estimates at approximately 795 to 865 m below surface. Furthermore, the areas directly surrounding these intercepts remain untested with further room to expand the mineralization.

In a news release dated June 7, 2022, Wallbridge announced positive assay results from its in-fill sampling program, which aims to analyze previously unsampled intervals of drill core with the objective of adding new gold mineralization within the known footprint of the deposit. Wallbridge identified more than 50,000 m of previously unsampled drill core and prioritized approximately 30,000 m for sampling by the third calendar quarter of 2022, focusing on intervals that occur within or adjacent to known mineralized zones.

For more information, refer to Wallbridge’s news release dated July 26, 2022, and its technical report titled "Technical Report on for the Detour-Fenelon Gold Trend Property, Quebec, Canada" with an effective date of December 23, 2021, each available under Wallbridge’s profile on www.sedar.com.

Jerritt Canyon Mine

The Company holds a 0.5% NSR royalty over the Jerritt Canyon Mine operated by First Majestic. The Company also holds an incremental per ton royalty interest on the Jerritt Canyon processing facility.

In a news release dated July 20, 2022, First Majestic announced, among others, the following results and updates for its Jerritt Canyon Mine:

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

•

During the quarter ended June 30, 2022, Jerritt Canyon produced 18,632 ounces of gold.

•

The mill processed a total of 213,647 tonnes with an average gold grade and recovery of 3.40 g/t and 80%, respectively.

•

First Majestic expects gold grades will improve in the second half of 2022 as rehabilitation at West Generator and Sava II, as well as exploration investment at the SSX mine, are anticipated to increase the average head grade and nearly double the amount of fresh feed to the plant. In addition, these improvements are expected to significantly reduce all-in sustaining costs in the third and fourth quarter of 2022.

•

A total of 11 drill rigs, consisting of one surface rig and 10 underground rigs, were active during the quarter.

For more information, refer to First Majestic’s news release dated July 20, 2022, available under First Majestic’s profile on www.sedar.com.

Other Assets

•

On June 14, 2022, NevGold Corp. (“NevGold”) announced the execution of an option agreement to acquire the advanced exploration stage Nutmeg Mountain Gold Project (“Nutmeg Mountain”, also known as Almaden) in Idaho from GoldMining Inc. (“GoldMining”). NevGold subsequently announced on July 7, 2022, a project development plan for Nutmeg Mountain including a work program for the next 12 months inclusive of a 10,000 m drill program, updating the resource estimate, and advancing to an engineering study by 2023. Gold Royalty holds a 0.5% NSR over the Nutmeg Mountain project.

•

In a news release dated June 29, 2022, Calibre Mining Corp. ("Calibre") announced results from the ongoing 35,000 m drill program at the Gold Rock Project. In addition, the metallurgical test work demonstrated that the mineralization is amenable to heap leaching with favorable recoveries and leach cycles.

In a news release dated January 18, 2022, Calibre disclosed previously unreleased results from nine drillholes of an exploration drill program at the Gold Rock Project. The Company holds a 0.5% NSR royalty over the Gold Rock Project in Nevada.

•

In a news release dated February 28, 2022, GoldMining announced the creation of a new subsidiary, U.S. GoldMining Inc., which will be focused on advancing the Whistler gold-copper project located in Alaska. The board of directors of GoldMining has approved a strategy to have U.S. GoldMining operate as a separate public company through an initial public offering or similar transaction. The Company holds a 1.0% NSR royalty over the Whistler gold-copper project.

•

On June 23, 2022, GoldMining announced the initial assay results from the first two holes of a six hole 3,600 m drilling program on the La Garrucha target, located less than one km to the east and immediately adjacent to the existing mineral resources on the La Mina Project, located in Antioquia, Colombia. The Company holds a 2.0% NSR royalty over the entire La Mina project, including the La Garrucha target.

•

In a news release dated May 5, 2022, Integra Resources Corp. announced drill results from the DeLamar Project (“DeLamar”) located in southwestern Idaho. The results announced were from the 2021 drill campaign at the War Eagle target, located approximately 3 km southeast from Florida Mountain. War Eagle continues to deliver high-grade gold-silver intercepts which are on extension from previous drilling, suggesting the presence of additional high-grade gold silver mineralization at depth and on strike. Drilling highlights included 3.95 g/t AuEq over 77.7 m. Gold Royalty holds a 1.0% NSR over the War Eagle target.

•

On June 7, 2022, Monarch reported the results for the last 13 holes of its 2021 drilling program on the McKenzie Break deposit, located 25 km north of Beacon Mill. The 2021 drilling program consisted of 54 holes for a total of 18,632 m. Earlier results were reported on December 2, 2021 (73.5 g/t Au over 1.35 m), October 20, 2021 (3.93 g/t Au over 5.45 m), June 22, 2021 (70.8 g/t Au over 0.4 m) and March 22, 2021 (8.46 g/t Au over 13.8 m). The results from the last 13 holes show several high-grade intersections, including 19.12 g/t Au over 1.9 m, 41.0 g/t Au over 0.5 m, 11.9 g/t Au over 1.5 m and 16.7 g/t Au over 0.89 m. The

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

three best intersections are located along the northeastern extension of the current resource envelope. Gold Royalty holds a 2.75% NSR over the McKenzie Break deposit.

•

On June 13, 2022, Orla Mining Ltd. (“Orla”) and Gold Standard Ventures Corp. (“Gold Standard”) announced that they had entered into a definitive agreement whereby Orla will acquire all of the issued and outstanding shares of Gold Standard by way of a court-approved plan of arrangement. Gold Standard’s key asset is the 100%-owned South Railroad Project (“South Railroad”), a feasibility-stage, open pit, heap leach project located on the prolific Carlin trend in Nevada. In February 2022, Gold Standard completed a robust Feasibility Study with permitting activities currently underway. Gold Royalty holds a 0.44% NSR over portions of South Railroad.

COVID-19 Pandemic and Current Economic Environment

The Company continues to closely monitor the ongoing COVID-19 pandemic. Given the nature of the Company's operations, the pandemic has had relatively little direct impact on the Company's day-to-day operations.

To date, most of the operators of the projects underlying the Company's interests have not disclosed any material impact from the COVID-19 pandemic on the projects underlying such interests. However, many of such operators have disclosed operational changes to protect employees, with many operators enacting remote working protocols.

Summary of Quarterly Results

The following table sets forth selected financial results of the Company for each of the quarterly periods indicated.


	June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021
(in thousands of dollars, except per share amounts)	($)			($)			($)			($)
Statement of Loss and Comprehensive Loss
Royalty and option income		1,907			638			533			192
Net loss		(3,438	)		(2,388	)		(6,841	)		(9,216	)
Net loss per share, basic and diluted		(0.03	)		(0.02	)		(0.06	)		(0.17	)
Dividends declared per share		0.01			0.01			—			—
Non-IFRS and Other Measures
Adjusted Net Loss*		(2,153	)		(3,269	)		(3,540	)		(4,423	)
Adjusted Net Loss Per Share, basic and diluted*		(0.02	)		(0.02	)		(0.03	)		(0.08	)
Total Gold Equivalent Ounces (“GEOs”)*		1,031			345			288			104
Cash flow used in operating activities, excluding changes in non-cash working capital*		(603	)		(3,177	)		(5,894	)		(6,341	)
Statement of Financial Position
Total assets		671,148			678,035			677,364			279,499
Total non-current liabilities		135,298			138,779			141,450			47,260

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022


	June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020
(in thousands of dollars, except per share amounts)	($)			($)			($)			($)
Statement of Loss and Comprehensive Loss
Royalty and option income		—			—			—			—
Net loss		(3,035	)		(2,256	)		(500	)		(137	)
Net loss per share, basic and diluted		(0.07	)		(0.08	)		(0.04	)		(136,837	)
Dividends declared per share		—			—			—			—
Non-IFRS and Other Measures
Adjusted Net Loss*		(2,260	)		(2,227	)		(431	)		(137	)
Adjusted Net Loss Per Share, basic and diluted*		(0.05	)		(0.08	)		(0.04	)		(136,837	)
Cash flow used in operating activities, excluding changes in non-cash working capital*		(2,249	)		(1,249	)		(421	)		(137	)
Statement of Financial Position
Total assets		101,368			103,303			15,928			55
Total non-current liabilities		—			—			—			—

* See “Non-IFRS Measures”.

Changes in net loss from quarter to quarter for the period from incorporation to date have been affected primarily by increased corporate activity following the Company’s initial public offering (the “IPO”), professional and consulting fees incurred in connection with acquisition of Ely, the business combinations with Golden Valley and Abitibi, and professional fees incurred in connection with corporate activities conducted during the respective periods, offset by royalty and option income earned.

The decrease in net loss in the three months ended June 30, 2022, compared to three months ended June 30, 2021, is primarily attributed to the recognition of royalty and option income of $1.9 million, gain on disposition of marketable securities of $0.9 million and a gain on change in fair value of derivative liabilities of $2.8 million in the current quarter in 2022, partially offset by an increase in salaries due to the addition of employees to support the growth of the Company's business, interest expense incurred on the Facility, and loss on the change in fair value of marketable securities of $4.5 million as a result of general market conditions.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

For the three and nine months ended June 30, 2022, the Company generated revenue of $1.9 million and $3.1 million, respectively, from the portfolio of royalties and optioned mineral properties that were acquired in August 2021 and November 2021 through the acquisitions of Ely, Golden Valley and Abitibi. The following provides a breakdown of the Company’s revenue by country for the periods indicated:

The Company did not generate revenues in the comparative period of 2021.

During the three and nine months ended June 30, 2022, the Company incurred a net loss of $3.4 million and $12.7 million, respectively, compared to $3.0 million and $5.8 million for the corresponding periods of 2021. The decrease in the loss for the three months ended June 30, 2022 compared to the three months ended June 30, 2021 is primarily attributed to the recognition of royalty and option income, gain on disposition of marketable securities and change in fair value of derivative liabilities, partially offset by an increase in salaries due to the addition of employees to support the growth of the Company’s business, interest expense incurred on the Facility, and loss on the change in fair value of marketable securities as a result of general market conditions

The increase in net loss for nine months ended June 30, 2022 compared to the nine months ended June 30, 2021 was primarily the result of increased corporate activity and included transaction costs specific to the acquisitions of Ely, Golden Valley and Abitibi and the offer to acquire Elemental Royalties Corp. (the “Elemental Offer”) of approximately $5.6 million, an impairment loss of $3.8 million, partially offset by royalty and option income, and gain on derivative and marketable securities.

Trends, events and uncertainties that are reasonably likely to have an effect on the business of the Company include developments in the gold markets, general financial market conditions, and the ongoing effects of the COVID-19 pandemic on owners and operators of the properties underlying the Company’s interests, as discussed elsewhere in this MD&A.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

Outlook

Based on the production guidance published to date by the operators of the producing properties underlying the Company’s existing royalties and a forecasted gold price ranging from $1,700 per ounce to $2,000 per ounce, the Company currently expects revenues to be in the range between $4.6 million and $5 million for the fiscal year ending September 30, 2022. Also See “Non-IFRS Measures”.

The foregoing projected outlook constitutes forward-looking information and is intended to provide information about management’s current expectations for the Company’s 2022 fiscal year. Although considered reasonable as of the date hereof, such outlook and the underlying assumptions may prove to be inaccurate. Accordingly, actual results could differ materially from the Company’s expectations as set forth herein. See “Forward-Looking Statements”.

In preparing the above outlook, the Company assumed, among other things, that the operators of the projects underlying royalties will meet expected production milestones and forecasts for the applicable period. This section includes forward-looking statements. See “Forward-Looking Statements”.

Non-IFRS Measures

The Company has included, in this MD&A, certain performance measures, including: (i) Adjusted Net Loss; (ii) Adjusted Net Loss Per Share; (iii) cash flows used in operating activities, excluding changes in non-cash working capital; and (iv) GEOs, which are each non-IFRS measures. The presentation of such non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently.

•

Adjusted Net Loss and Adjusted Net Loss Per Share

Adjusted Net Loss is calculated by deducting the following from net loss: transaction-related expenses, share of loss and dilution gain in associate, impairment, changes in fair value of derivative liabilities and short-term investments, gain on disposition of short-term investments, foreign exchange gain/(loss) and other income. Adjusted Net Loss Per Share, basic and diluted per share have been determined by dividing the Adjusted Net Loss by the weighted average number of GRC Shares for the applicable period. The Company has included this information as management believes that they are useful measures of the performance measurement as they adjust for items which are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. The table below provides a reconciliation of net loss to Adjusted Net Loss and Adjusted Net Loss Per Share, basic and diluted for the periods indicated:


	June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021
(in thousands of dollars, except per share amounts)	($)			($)			($)			($)
Net loss		(3,438	)		(2,388	)		(6,841	)		(9,216	)
Transaction-related expenses		575			960			4,058			2,425
Share of loss in associate		47			108			143			—
Dilution gain in associate		(20	)		(80	)		—			—
Impairment of royalty		—			3,821			—			—
Change in fair value of derivative liabilities		(2,836	)		(1,798	)		(90	)		1,511
Change in fair value of short-term investments		4,542			(2,707	)		(542	)		168
Gain on disposition of short-term investments		(915	)		(1,168	)		—			—
Foreign exchange (gain)/loss		3			(13	)		(23	)		705
Other income		(111	)		(4	)		(245	)		(16	)
Adjusted Net Loss		(2,153	)		(3,269	)		(3,540	)		(4,423	)
Weighted average number of common shares		134,372,502			134,019,359			109,907,519			54,387,749
Adjusted Net Loss Per Share, basic and diluted		(0.02	)		(0.02	)		(0.03	)		(0.08	)

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022


	June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020
(in thousands of dollars, except per share amounts)	($)			($)			($)			($)
Net loss		(3,035	)		(2,256	)		(500	)		(137	)
Transaction-related expenses		810			—			—			—
Foreign exchange loss		9			29			69			—
Other income		(44	)		—			—			—
Adjusted Net Loss		(2,260	)		(2,227	)		(431	)		(137	)
Weighted average number of common shares		41,602,391			26,921,180			11,252,989			1
Adjusted Net Loss Per Share, basic and diluted		(0.05	)		(0.08	)		(0.04	)		(136,837	)

•

GEOs

Total GEOs are determined by dividing revenue by $1,850/ounce (average of $1,700/ounce and $2,000/ounce). The Company has included this information as management believes certain investors use this information to evaluate the Company’s performance in comparison to other gold royalty companies.

•

Cash flow used in operating activities, excluding changes in non-cash working capital

Cash flow used in operating activities, excluding changes in non-cash working capital is determined by excluding the impact of changes in non-cash working capital items to or from cash used in operating activities. The Company has included this information as management believes certain investors use this information to evaluate the Company’s performance in comparison to other gold royalty companies in the precious metal mining industry. The table below provides a reconciliation of operating cash flows to operating cash flows, excluding changes in non-cash working capital:


	June 30, 2022			March 31, 2022			December 31, 2021			September 30, 2021
(in thousands of dollars)	($)			($)			($)			($)
Net loss		(3,438	)		(2,388	)		(6,841	)		(9,216	)
Items not involving cash:
Depreciation		21			15			9			5
Depletion		1,037			488			287			164
Interest expense		269			105			—			—
Interest income		(3	)		(1	)		(2	)		(12	)
Share-based compensation		705			1,146			901			1,068
Change in fair value of short-term investments		4,542			(2,707	)		(542	)		168
Gain on disposition of short-term investments		(915	)		(1,168	)		—			—
Change in fair value of derivative liabilities		(2,836	)		(1,798	)		(90	)		1,511
Impairment of royalty		—			3,821			—			—
Share of loss in associate		47			108			143			—
Dilution gain in associate		(20	)		(80	)		—			—
Deferred tax expense (tax recovery)		(15	)		(652	)		167			—
Foreign exchange (gain)/loss		3			(66	)		74			(29	)
Cash flow used in operating activities, excluding changes in non-cash working capital		(603	)		(3,177	)		(5,894	)		(6,341	)

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022


	June 30, 2021			March 31, 2021			December 31, 2020			September 30, 2020
(in thousands of dollars)	($)			($)			($)			($)
Net loss		(3,035	)		(2,256	)		(500	)		(137	)
Items not involving cash:
Interest income		(44	)		(8	)		—			—
Share-based compensation		830			1,018			79			—
Cash flow used in operating activities, excluding changes in non-cash working capital		(2,249	)		(1,246	)		(421	)		(137	)

Discussion of Operations

Three months ended June 30, 2022, compared to three months ended June 30, 2021

During the three months ended June 30, 2022, the Company had revenue of $1.9 million. No revenue was earned in the comparative period of 2021. The revenue primarily consists of revenues relating to royalties and optioned mineral properties acquired in August 2021 and November 2021 through the Company’s acquisitions of Ely, Golden Valley, and Abitibi.

During the three months ended June 30, 2022, the Company recognized depletion expense of $1.0 million. No such expenses were incurred during the three months ended June 30, 2021 since no revenue was earned during the same period.

During the three months ended June 30, 2022, the Company incurred management and directors’ fees of $0.4 million. Management and directors’ fees primarily consisted of salaries paid or payable to members of senior management and fees paid to the directors of the Company. The increase compared to the same period in 2021 is due to the addition of management employees hired to support the growth of the business.

During the three months ended June 30, 2022 and 2021, the Company incurred general and administrative costs of approximately $1.3 million and $0.9 million, respectively. General and administrative costs comprise of salaries, wages, and benefits, investor communications and marketing expenses, office and technology expenses, transfer agent and regulatory fees and insurance fees. The increase in general and administrative costs was primarily the result of increased post-IPO activities, the commencement of the royalty generator business and the consolidation of administrative expenses incurred by Ely, Golden Valley and Abitibi after their respective acquisitions.

During the three months ended June 30, 2022, the Company incurred professional fees of approximately $0.5 million. Professional fees primarily consisted of transaction-related expenses for completed transactions (including the Company’s acquisition of Golden Valley and Abitibi) and those in process or under evaluation, audit and quarterly review fees, and legal fees for general corporate and securities matters. Excluding costs related to acquisition transactions and the Elemental Offer, professional fees totaled $0.1 million for the three months ended June 30, 2022.

During the three months ended June 30, 2022, the Company recognized share-based compensation expense of $0.7 million as compared to $0.8 million in the same period in 2021. Share-based compensation expense represented the vesting of share options, restricted shares and restricted share units granted by the Company to management, directors, employees and consultants. The share-based compensation expense also included the amortization the fair value of shares issued by the Company to contractors for marketing services of $0.3 million for the three months ended June 30, 2022. The decrease in share-based compensation expense from $0.8 million in 2021 to $0.7 million in 2022 is primarily due to a decrease in the share option expense of $0.4 million, offset by an increase in share-based compensation expense for marketing services of $0.3 million.

During the three months ended June 30, 2022, the Company incurred mining claims maintenance expense of $0.1 million. No such expenses were incurred in the three months ended June 30, 2021.

During the three months ended June 30, 2022, the Company recognized a fair value gain on its derivative liabilities of $2.8 million. The change is primarily as a result of the remeasurement of the fair value of 8,849,251 warrants to

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

purchase common shares of Ely (“Ely Warrant”) that were outstanding as at June 30, 2022. The Ely Warrants represent the right to acquire, on valid exercise thereof (include payment of the applicable exercise price), 0.2450 of a GRC Share plus C$0.0001. The fair value of the Ely Warrants has been estimated based on the Black-Scholes option pricing model and the change in fair value is recognized in the condensed consolidated statements of comprehensive loss.

During the three months ended June 30, 2022, the Company recognized a fair value loss on its short-term investments of $4.5 million resulting from the decrease in the fair value of marketable securities held by it. Short-term investments are measured at fair value with references to closing foreign exchange rates and the quoted share price in the market. The Company had a gain of $0.9 million from disposition of marketable securities during the period.

The Company incurred interest expense of $0.3 million on the Facility in the three months ended June 30, 2022. No interest expense was incurred by the Company in the same period in the previous year as the Facility was drawn down in February 2022.

The following table provides a breakdown of selected expenses, which comprise of recurring and transaction specific expenses, for the three months ended June 30, 2022:


	Recurring expenses		Transaction - related expenses		Total
(in thousands of dollars)	($)		($)		($)
Consulting fees		192		160		352
Professional fees		62		415		477
		254		575		829

Nine months ended June 30, 2022, compared to nine months ended June 30, 2021

During the nine months ended June 30, 2022, the Company earned revenue of approximately $3.1 million. No revenue was earned by the Company for the comparative period of 2021. The revenue primarily consists of revenues relating to royalties and optioned mineral properties acquired in August 2021 and November 2021 through the Company’s acquisitions of Ely, Golden Valley, and Abitibi.

During the nine months ended June 30, 2022, the Company recognized depletion expense of $1.8 million. No such expenses were incurred during the nine months ended June 30, 2021 since no revenue was earned during the same period.

The Company incurred consulting fees of $4.1 million during the nine months ended June 30, 2022, compared to $0.7 million for the same period in 2021. The increase in consulting fees consist of transaction specific expenses related to corporate development and advisory services in connection with the Company’s acquisitions during the period.

During the nine months ended June 30, 2022, the Company incurred management and directors’ fees of $0.9 million compared to $0.3 million for the same period in 2021. Management and directors’ fees primarily consisted of salaries paid or payable to members of senior management and fees paid to the directors of the Company. The Company's directors did not receive directors’ fees before the completion of the Company’s IPO in March 2021.

During the nine months ended June 30, 2022, the Company incurred general and administrative costs of approximately $4.3 million compared to $1.2 million for the same period 2021. General and administrative costs comprise of salaries, wages, and benefits, investor communications and marketing expenses, office and technology expenses, transfer agent and regulatory fees and insurance fees. The increase in general and administrative costs was primarily the result of increased post-IPO activities, the commencement of the royalty generator business and the consolidation of administrative expenses incurred by Ely, Golden Valley and Abitibi after their respective acquisitions. A major component of the insurance fees is related to the directors and officers liability insurance which the Company put in place upon the completion of the IPO.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

During the nine months ended June 30, 2022, the Company incurred professional fees of approximately $3.7 million compared to $1.5 million for the same period in 2021. Professional fees primarily consisted of transaction-related expenses for completed transactions (including the Company’s acquisition of Golden Valley and Abitibi) and those in process or under evaluation, audit and quarterly review fees, and legal fees for general corporate and securities matters. Excluding costs related to the acquisitions of Ely, Golden Valley and Abitibi and the Elemental Offer, total professional fees totaled $1.6 million for the nine months ended June 30, 2022.

During the nine months ended June 30, 2022, the Company recognized share-based compensation expense of $2.8 million compared to $1.9 million for the same period in 2021. Share-based compensation expense represented the vesting of share options, restricted shares and restricted share units granted by the Company to management, directors, employees and consultants. The share-based compensation expense also included the amortization the fair value of shares issued by the Company to contractors for marketing services of $0.9 million for the nine months ended June 30, 2022.

During the nine months ended June 30, 2022, the Company incurred mining claims maintenance expense of $0.2 million. No such expenses were incurred in the nine months ended June 30, 2021.

During the nine months ended June 30, 2022, mining operations at the Rawhide Mine were suspended due to working capital constraints. Rawhide’s management are evaluating strategic options to address the constraint including outright sale. The Company has reviewed the underlying circumstances and has recognized an impairment charge of $3.8 million on its Rawhide royalty during the period June 30, 2022.

During the nine months ended June 30, 2022, the Company recognized a fair value gain on its derivative liabilities of $4.7 million. The change is primarily as a result of the remeasurement of the fair value of 8,849,251 Ely Warrants that were outstanding as at June 30, 2022.

During the nine months ended June 30, 2022, the Company recognized a fair value loss on its short-term investments of $1.3 million resulting from the decrease in the fair value of marketable securities held by it. Short-term investments are measured at fair value with references to closing foreign exchange rates and the quoted share price in the market. The Company had a gain of $2.1 million from disposition of marketable securities during the period.

The Company incurred interest expenses of $0.4 million on the Facility during the nine months ended June 30, 2022. No interest expense was incurred by the Company in the same period in the previous year as the Facility was drawn down in February 2022.

The following table provides a breakdown of the selected expenses, which comprise of recurring and transaction specific expenses, for the nine months ended June 30, 2022:


	Recurring expenses		Transaction -related expenses		Total
(in thousands of dollars)	($)		($)		($)
Consulting fees		546		3,535		4,081
Professional fees		1,600		2,058		3,658
		2,146		5,593		7,739

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

Liquidity and Capital Resources


	As at June 30,		As at September 30,
	2022		2021
(in thousands of dollars)	($)		($)
Cash and cash equivalents		6,024		9,905
Working capital (current assets less current liabilities)		6,326		6,380
Total assets		671,148		279,499
Total current liabilities		15,440		6,921
Accounts payable and accrued liabilities		5,751		6,921
Bank loan		9,689		—
Total non-current liabilities		135,298		47,260
Shareholders’ equity		520,410		225,318

As at June 30, 2022, the Company had cash and cash equivalents of $6.0 million compared to $9.9 million at September 30, 2021, royalty and other mineral interests with a carrying value of $646.1 million which were acquired through issuances of the Company’s common shares and cash, and accounts payable and accrued liabilities of $5.8 million compared to $6.9 million at September 30, 2021. The increase in current liabilities from $6.9 million as of September 30, 2021 to $15.4 million as of June 30, 2022 was primarily attributed to the drawdown of $10 million from the Facility which matures in March 2023. As at June 30, 2022, the Company had working capital (current assets less current liabilities) of $6.3 million as compared to $6.4 million as at September 30, 2021. The increase in short term investments during the nine months ended June 30, 2022 is primary attributable to marketable securities acquired in the merger with Golden Valley and Abitibi. Increase in accounts receivable during the nine months ended June 30, 2022 is consistent with the increase in revenue during the nine months ended June 30, 2022. Prepaids and other receivable consist of prepaid insurance expense and tax receivable as at June 30, 2022.

As at June 30, 2022, the Company had cash, cash equivalents and marketable securities of approximately $17.1 million, compared to $11.0 million as at September 30, 2021.

The Company’s principal sources of financing to date have been the prior issuance of shares, by way of private placement, and the IPO, the Facility and revenue generated by the Company’s interests. The Company also acquired cash and marketable securities of approximately $35.6 million in connection with its acquisition of Golden Valley and Abitibi in the nine months ended June 30, 2022. The Company believes that it has sufficient cash and cash equivalents to meet its obligations and to finance its planned activities over the next 12 months. Over the long term, the Company expects to meet its obligations and finance its growth plan through revenue generating from its royalty interests, issuance of securities pursuant to equity financings and short-term or long-term loans. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. The Company’s growth and future success is dependent on external sources of financing which may not be available on acceptable terms, or at all.

See “Financial Instruments and Risk Management” for more information regarding liquidity risks associated with financial instruments.

Cash Flows and Capital Resources

Three months ended June 30, 2022

Operating Activities

Net cash used in operating activities during the three months ended June 30, 2022, which reflected a net loss of $3.4 million offset by non-cash items including the Company’s share-based compensation of $0.7 million and deduction of the non-cash change in fair value of short-term investments and derivative liabilities. Non-cash working capital changes includes an increase in accounts receivable of $2.0 million, a decrease in prepaids and other receivables of $0.9 million and a decrease in accounts payable and accrued liabilities of $1.8 million. Significant operating

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

expenditures during the period included consulting fees, management salaries and directors’ fees, general and administrative costs and professional fees of approximately $2.5 million.

Investing Activities

During the three months ended June 30, 2022, the Company made an investment in royalty and other mineral interests of $3.6 million, acquired marketable securities of 0.8 million and received cash proceeds from disposal of marketable securities of $5.6 million. The Company received option payments of approximately $0.1 million.

Financing Activities

During the three months ended June 30, 2022, net cash used in financing activities was $1.5 million which primarily represented dividend payment of $1.3 million made on June 30, 2022 and interest payment of $0.1 million.

Nine months ended June 30, 2022

Operating Activities

Net cash used in operating activities during the nine months ended June 30, 2022 was $19.9 million, which reflected a net loss of $12.7 million offset by non-cash items including the Company’s share-based compensation of $2.8 million and non-cash change in fair value of short-term investments and derivative liabilities. Non-cash working capital changes includes an increase in accounts receivable of $1.9 million, a decrease in prepaids and other receivables of $2.0 million and a decrease in accounts payable and accrued liabilities of $9.5 million. Significant operating expenditures during the period included consulting fees, management salaries and directors’ fees, general and administrative costs and professional fees of approximately $12.9 million.

Investing Activities

During the nine months ended June 30, 2022, the Company made an investment in royalty and other mineral interests of $19.0 million and acquired cash and restricted cash for a total amount of $12.2 million from the business combination with Golden Valley and Abitibi. The Company also received cash proceeds from disposal of marketable securities of $15.1 million and option payments of approximately $1.6 million.

Financing Activities

During the nine months ended June 30, 2022, net cash provided by financing activities was $7.3 million which primarily represented net proceeds from drawing down the Facility of $9.5 million and proceeds from the exercise of Ely Warrants of $0.7 million.

On January 18, 2022, the Company announced the initiation of a quarterly dividend program and declared an inaugural quarterly cash dividend of $0.01 per common share. The Company paid dividends of $1.3 million and $1.3 million on March 31, 2022 and June 30, 2022, respectively.

Contractual Obligations

As at June 30, 2022, the Company has the following contractual obligations, including payments due for each of the next five years and thereafter:


	Payments Due by Period
(in thousands of dollars)	Total		Less than 1 year		1 – 3 years		4 – 5 years		After 5 years
Lease obligation	$	108	$	30	$	37	$	41		—
Revolving credit facility	$	9,689	$	9,689		—		—		—
Government loan	$	47		—	$	47		—		—
Total	$	9,844	$	9,719	$	84	$	41	$	—

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

Off-Balance Sheet Arrangements

As at June 30, 2022, the Company did not have any off-balance sheet arrangements.

Transactions with Related Parties

Related Party Transactions

During the three and nine months ended June 30, 2022, the Company incurred $0.2 million and $0.7 million in office and technology expenses for website design, hosting and maintenance services provided by Blender Media Inc. (“Blender”), a company controlled by a family member of Amir Adnani, a director of the Company and which is in the business of providing such services to public companies. On October 12, 2021, the Company issued 120,000 GRC Shares to Blender as compensation for the expanded scope of digital marketing services for a contract term ended on June 27, 2022. During the three and nine months ended June 30, 2022, the Company recognized share-based compensation expense of $0.2 million and $0.6 million, respectively, in respect of this contract.

Related party transactions are based on the amounts agreed to by the parties. During the nine months ended June 30, 2022, the Company did not enter into any contracts or undertake any commitment with any related parties other than as described herein.

Transactions with Key Management Personnel


	For the three months ended				For the nine months ended
	June 30				June 30
	2022		2021		2022		2021
(in thousands of dollars)	($)		($)		($)		($)
Management salaries		290		157		755		286
Directors’ fees		63		24		160		47
Share-based compensation		310		558		1,440		1,583
		663		739		2,355		1,916

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

Critical Accounting Estimates and Judgments

The preparation of financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

Information about significant sources of estimation uncertainty and judgments made by management in preparing the consolidated financial statements are described below.

•

The Company estimates the attributable reserve and resource relating to the mineral properties underlying the royalties that are held by the Company. Reserves and resources are estimates by the operators of the projects underlying the Company’s royalty and similar interests of the amount of minerals that can be economically and legally extracted from the mining properties, adjusted where applicable to reflect the Company’s percentage entitlement to minerals produced from such mines. The public disclosures of reserves and resources that are released by the operators of the interests involve assessments of geological and geophysical studies and economic data and the reliance on a number of assumptions, including commodity prices and production costs. The estimates of reserves and resources may change based on additional knowledge gained subsequent to the initial assessment. Changes in the reserve or resource estimates may impact the carrying value of the Company’s royalty interests.

•

The Company’s business is the acquisition of royalties and other mineral property interests. Royalties and other mineral property interests can have unique terms and judgement is required to assess the appropriate accounting treatment. The assessment of whether an acquisition meets the definition of a business or whether assets are acquired is another area of key judgement. If deemed to be a business combination, applying the acquisition method to business combinations requires each identifiable asset and liability to be measured at its acquisition date fair value. The excess, if any, of the fair value of the consideration over the fair value of the net identifiable assets acquired is recognized as goodwill. The determination of the acquisition date fair values often requires management to make assumptions and estimates about future events. The assumptions and estimates with respect to determining the fair value of royalty interests generally require a high degree of judgement and include estimates of mineral reserves and mineral resources acquired, future metal prices, discount rates and conversion of reserves and resources. Changes in any of the assumptions or estimates used in determining the fair value of acquired assets and liabilities could impact the amounts assigned to assets and liabilities.

•

The assessment of impairment of royalty and other interests requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test as well as in the assessment of fair values. When assessing whether there are indicators of impairment, management uses its judgment in evaluating the indicators such as significant changes in future commodity prices, discount rates, foreign exchange rates, taxes, operator reserve or resource estimates or other relevant information received from the operators that indicates production from royalty interests will not likely occur or may be significantly reduced in the future. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per unit of mineral reserve/resource; (ii) cash-flow multiples; (iii) comparable transactions and (iv) market capitalization of comparable companies. Changes in any of the estimates used in determining the fair value of the royalty and other interests could impact the impairment analysis. During the nine months ended June 30, 2022, the Company assessed its material assets for impairment and identified impairment indicators on the Rawhide royalty. As a result, the Company recorded an impairment charge of $3.8 million.

•

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

currency of its entities if there is a change in events and conditions which determine the primary economic environment.

•

The Company continues to closely monitor the ongoing COVID-19 pandemic. The COVID-19 pandemic and related restrictions and supply chain disruptions may impact the operators of the projects underlying the Company's interests, including by resulting in delays in planned exploration and development activities and production delays or suspensions. To date, certain operators of the projects in which the Company holds interests have announced impacts to the operations underlying the Company's interests. Given the nature of the Company's operations, the pandemic has, to date, had relatively little direct impact on the Company's day-to-day operations.

Financial Instruments and Risk Management

The Company’s financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable and accrued liabilities, lease obligation, bank loan and derivative liabilities. The Company’s short and long-term investments are initially recorded at fair value and subsequently revalued to their fair market value at each period end based on inputs such as equity prices. The fair value of the Company’s other financial instruments, which include cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short term to maturity.

Financial risk management objectives and policies

The financial risk arising from the Company’s operations are credit risk, liquidity risk, equity price risk and currency risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. The risks associated with financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third-party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company’s bank balances and accounts receivable. The Company mitigates credit risk associated with its bank balance by holding cash with large reputable financial institutions. The Company’s maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and accounts receivable.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company’s working capital (current assets less current liabilities) as at June 30, 2022 was $6.3 million compared to $6.4 million as at September 30, 2021. The Company’s accounts payable and accrued liabilities and bank loan are expected to be realized or settled, respectively, within a one-year period.

Currency risk

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

currency hedging. The currency risk on the Company’s cash and cash equivalents, short-term investments, accounts payable and accrued liabilities and derivative liabilities are minimal.

Equity price risk

Interest rate risk

The Company’s exposure to interest rate risk arises from the impact of interest rates on its cash and secured revolving credit facility, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash balances are minimal. The Company's secured revolving credit facility bears interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 3.00% or Adjusted Term SOFR plus a margin of 4.00%, as applicable and an increase (decrease) of 10 basis point in the applicable rate of interest would not have a significant impact on the net loss for nine months ended June 30, 2022. The Company's lease liability is determined using the interest rate implicit in the lease and an increase (decrease) of 10 basis point would not have a significant impact on the net loss for the nine months ended June 30, 2022.

Outstanding Share Data

As at the date hereof, the Company has134,519,388 common shares, 10,350,000 common share purchase warrants, 166,812 restricted share units and 6,085,076 share options outstanding. In addition, there are 13,518,252 Ely Warrants outstanding as at the date hereof, representing the right to acquire, on valid exercise thereof (including payment of the applicable exercise price), 0.2450 of a GRC Share plus C$0.0001. Accordingly, the Ely Warrants are exercisable into 3,311,971 GRC Shares.

Disclosure Controls and Procedures and Internal Control over Financial Reporting

Disclosure Controls and Procedures

The Chief Executive Officer (the “CEO”) and the Chief Financial Officer (the “CFO”) of the Company are responsible for establishing and maintaining the Company’s disclosure controls and procedures (“DCP”). The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.

In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The CEO and CFO have evaluated whether there were changes to the DCP during the nine months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Internal Control over Financial Reporting

The Company’s management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.

The Company’s ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures.

The CEO and CFO have evaluated whether there were changes to the ICFR during the nine months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Forward-looking Statements

Certain statements contained in this MD&A constitute “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of securities laws in the United States (collectively, “Forward-Looking Statements”). These statements relate to the expectations of management about future events, results of operations and the Company’s future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements. The use of any of the words “anticipate”, “plan”, “contemplate”, “continue”, “estimate”, “expect”, “intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “target”, “aim”, “pursue”, “potential”, “objective” and “capable” and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking Statements should not be unduly relied on. These statements speak only as of the date of this MD&A. In addition, this MD&A may contain Forward-Looking Statements attributed to third-party industry sources. Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following:

•

the Company’s plans and objectives, including its acquisition and growth strategy;

•

the Company’s future financial and operational performance, including expectations regarding projected future revenues;

•

royalty and other payments to be made to the Company by the owners and operators of the projects underlying the Company’s royalties and other interests;

•

expectations regarding the royalty and other interests of the Company;

•

the plans of the operators of properties where the Company owns royalty interests;

•

estimates of Mineral Reserves and Mineral Resources on the projects in which the Company has royalty interests;

•

estimates regarding future revenue, expenses and needs for additional financing;

•

adequacy of capital and financing needs; and

•

expectations regarding the impacts of COVID-19 on the operators of the properties underlying the Company’s interests.

These Forward-Looking Statements are based on opinions, estimates and assumptions in light of the Company’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances, including that:

•

the public disclosures of the operators regarding the properties underlying the Company’s interests are accurate, including that such operators will meet their disclosed production targets and expectations;

•

current gold, base metal and other commodity prices will be sustained, or will improve;

•

the proposed development of the Company’s royalty projects will be viable operationally and economically and will proceed as expected;

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

•

any additional financing required by the Company will be available on reasonable terms; and

•

operators of the properties where the Company holds royalty interests will not experience any material accident, labor dispute or failure of equipment.

Actual results could differ materially from those anticipated in these Forward-Looking Statements as a result of the following risk factors, among others:

•

dependence on third-party operators;

•

a substantial majority of the Company’s current royalty interests are exploration, advanced-exploration and development stage properties, which are non-producing and are subject to the risk that they may never achieve production;

•

volatility in gold and other commodity prices;

•

the Company has limited or no access to data or the operations underlying its interests;

•

a significant portion of the Company’s revenues is derived from a small number of operating properties;

•

the Company is subject to many of the risks faced by owners and operators of the properties underlying the Company’s interests;

•

the Company may enter into acquisitions and other material transactions at any time;

•

the Company’s future growth is to a large extent dependent on its acquisition strategy;

•

as a royalty holder, the Company may become subject to potential disputes with operators regarding the existence, enforceability or terms of its interests;

•

certain of the Company’s royalty interests are subject to buy-back or other rights of third-parties;

•

risks related to epidemics, pandemics or other public health crises, including COVID-19, and the potential impact thereof on the Company and the operators of the properties underlying its interests;

•

risks related to mineral reserve estimates and mineral resource estimates completed by third-party owners and operators on the projects underlying the Company’s interests, including that such estimates may be subject to significant revision;

•

title, permit or licensing disputes related to any of the properties in which the Company holds or may hold royalties, streams or similar interests;

•

potential conflicts of interests;

•

regulations and political or economic developments in any of the jurisdictions where properties in which the Company holds or may hold royalties, streams or similar interests are located;

•

the availability of any necessary financing in the future on acceptable terms or at all;

•

litigation risks;

•

the Company holds investments in a concentrated number of equity securities and the fair values thereof are subject to loss in value; and

•

the other factors discussed under “Item 3. Key Information – D. Risk Factors” in the Company’s Annual Report and other disclosure documents, which are available under the Company’s profile at www.sedar.com and www.sec.gov.

This list of factors should not be construed as exhaustive. The Company does not intend to and does not assume any obligations to update Forward-Looking Statements, except as required by applicable law.

Please see “Item 3. Key Information – D. Risk Factors” in the Annual Report for further information regarding key risks faced by the Company.

Technical Information

Except where otherwise stated, the disclosure herein relating to the properties underlying the Company’s royalty and other interests is based on information publicly disclosed by the owners and operators of such properties. Specifically, as a royalty holder, the Company has limited, if any, access to properties included in its asset portfolio. Additionally, the Company may from time to time receive operating information from the owners and operators of the properties, which the Company is not permitted to disclose to the public. The Company is dependent on the operators of the properties and their qualified persons to provide information to the Company or on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which the Company holds interests and

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and nine months ended June 30, 2022

generally will have limited or no ability to independently verify such information. Although the Company does not currently have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate.

The scientific and technical information contained in this MD&A relating to the Company’s royalty and other interests, exclusive of properties in Québec, has been reviewed and approved by Alastair Still, P.Geo., who is the Director of Technical Services of the Company, a qualified person as such term is defined under NI 43-101 and a member of Professional Geoscientists Ontario and Engineers and Geoscientists British Columbia. Glenn Mullan, P.Geo., a director of the Company, is a "qualified person" as such term is defined under NI 43-101 and has reviewed and approved the technical information pertaining to projects located in Québec, Canada, disclosed in this MD&A.

Additional Information

Additional information concerning the Company is available under the Company’s profile at www.sedar.com and www.sec.gov.

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF LOSS

The unaudited pro forma condensed combined statements of loss of Gold Royalty Corp. (“Gold Royalty”) is presented to illustrate the pro forma effects of the following transactions: (i) the August 23, 2021 acquisition by Gold Royalty of all the issued and outstanding common shares of Ely Gold and (ii) the November 5, 2021 acquisition by Gold Royalty of all the issued and outstanding common shares of Golden Valley Mines and Royalties Ltd. (“Golden Valley”) and the noncontrolling interests in Golden Valley’s subsidiary Abitibi Royalties Inc.. We refer to the above transactions collectively as the “Acquisitions” and the entities subject to the Acquisitions as the “Acquired Entities.”

The unaudited pro forma condensed combined statements of loss for the year ended September 30, 2021 and the nine months ended June 30, 2022 combine the historical consolidated statements of loss and condensed interim consolidated statements of loss of Gold Royalty and each of the Acquired Entities giving effect to the Acquisitions as if they had occurred on October 1, 2020.

The Acquisitions and basis of presentation of the unaudited pro forma condensed combined statements of loss are described in greater detail in Note 1 Basis of Presentation included in the notes to the unaudited pro forma condensed combined statements of loss and elsewhere herein.

The unaudited pro forma condensed combined statements of loss are based on various adjustments and assumptions and are not necessarily indicative of what Gold Royalty’s statement of operating results actually would have been if the Acquisitions occurred as of the date indicated or will be for any future periods. The unaudited pro forma condensed combined statements of loss do not include adjustments to reflect any potential revenue, synergies or dis-synergies, or cost savings that may be achievable in connection with the Acquisitions, or the associated costs that may be necessary to achieve such revenues, synergies or cost savings. The unaudited pro forma condensed combined statements of loss do not give effects to events arising after June 30, 2022.

GOLD ROYALTY CORP.

PRO FORMA CONDENSED COMBINED STATEMENTS OF LOSS

(Expressed in thousands of United States Dollars)

(Unaudited)

Page | 2

Gold Royalty Corp.

Pro Forma Condensed Combined Statement of Loss

For the year ended September 30, 2021

(Unaudited, expressed in thousands of United States Dollars unless otherwise stated)


	Gold Royalty Corp.			Ely Gold Royalties Inc. (October 1, 2020 to August 22, 2021) Note 1(a)(ii)			Ely Pro Forma Transaction Accounting Adjustments Note 4				Golden Valley Mines and Royalties Ltd. (12 months ended September 30, 2021) Note 1(a)(iii)			Golden Valley Pro Forma Transaction Accounting Adjustments Note 5				Pro Forma Combined Gold Royalty Corp.
Revenue
Royalty income		192			2,963			(1,086	)	(a)		1,907			(335	)	(a)		3,641
Cost of sales
Depletion of royalties		(164	)		(2,420	)		(587	)	(b)		—			(529	)	(b)		(3,700	)
Gross profit (loss)		28			543			(1,673	)			1,907			(864	)			(59	)

Expenses
Consulting fees		(2,677	)		(2,798	)		—				—			—				(5,475	)
Depreciation		(5	)		(33	)		—				—			—				(38	)
Management and directors' fees		(1,172	)		(4,355	)		—				(132	)		—				(5,659	)
General and administrative		(2,937	)		(570	)		—				(1,816	)		—				(5,323	)
Professional fees		(2,481	)		(1,168	)		—				(1,198	)		—				(4,847	)
Share-based compensation		(3,324	)		(129	)		—				(37	)		—				(3,490	)
Exploration and evaluation expenses		(13	)		—			—				(86	)		—				(99	)
Royalty interests		—			—			—				(47	)		—				(47	)
Operating loss for the year		(12,581	)		(8,510	)		(1,673	)			(1,409	)		(864	)			(25,037	)

Other items
Interest and finance expenses		—			(110	)		—				(131	)		—				(241	)
Change in fair value of derivative liability		(1,511	)		—			1,926		(c)		9,700			—				10,115
Change in fair value of short-term investments		(168	)		110			—				(18,010	)		—				(18,068	)
Foreign exchange loss		(812	)		(37	)		—				(246	)		—				(1,095	)
Share of loss of associates		—			—			—				(110	)		—				(110	)
Gain on sale of mineral property		—			—			—				107			—				107
Gains on dilution of equity investments		—			—			—				91			—				91
Gain on loss of significant influence		—			—			—				307			—				307
Interest income		67			19			—				3			—				89
Others		—			(1,654	)		1,507		(d)		—			—				(147	)
Net loss before income taxes for the year		(15,005	)		(10,182	)		1,760				(9,698	)		(864	)			(33,989	)
Current tax expense		—			—			—				(899	)		—				(899	)
Deferred tax recovery		—			—			2,693		(e)		2,396			716		(c)		5,805
Net loss after income taxes for the year		(15,005	)		(10,182	)		4,453				(8,201	)		(148	)			(29,083	)

Other comprehensive income (loss)
Item that may be reclassified subsequently to net income:
Foreign currency translation differences		441			—			—				—			—				441
Total comprehensive loss for the year		(14,564	)		(10,182	)		4,453				(8,201	)		(148	)			(28,642	)
Net loss for the year attributable to:
Shareholders of Parent		(15,005	)		(10,182	)		4,453				(3,659	)		(4,690	)	(d)		(29,083	)
Non-controlling interest		—			—			—				(4,542	)		4,542		(d)		—
Net loss for the year attributable to Gold Royalty Corp.		(15,005	)		(10,182	)		4,453				(8,201	)		(148	)			(29,083	)

Net loss per share, basic and diluted (Note 6)		(0.45	)																(0.25	)
Weighted average number of common shares outstanding - basic and diluted (Note 6)		33,555,265																	115,548,752

See accompanying notes to the unaudited pro forma condensed combined statements of loss.

Page | 3

Gold Royalty Corp.

Pro Forma Condensed Combined Statement of Loss

For the nine months ended June 30, 2022

(Unaudited, expressed in thousands of United States Dollars unless otherwise stated)


	Gold Royalty Corp.			Golden Valley Mines and Royalties Ltd. (October 1, 2021 to November 4, 2021) Note 1(b)(ii)			Golden Valley Pro Forma Transaction Accounting Adjustments Note 5				Pro Forma Combined Gold Royalty Corp.
Revenue
Royalty and option income		3,078			102			-				3,180
Cost of sales
Depletion		(1,812	)		-			(28	)	(b)		(1,840	)
Gross profit		1,266			102			(28	)			1,340

Expenses
Consulting fees		(4,081	)		-			-				(4,081	)
Depreciation		(45	)		-			-				(45	)
Management and directors' fees		(915	)		(2,820	)		-				(3,735	)
Salaries, wages and benefits		(747	)		(145	)		-				(892	)
Investor communications and marketing expenses		(931	)		-			-				(931	)
Office and technology expenses		(583	)		(22	)		-				(605	)
Transfer agent and regulatory fees		(412	)		-			-				(412	)
Insurance fees		(1,597	)		-			-				(1,597	)
Professional fees		(3,658	)		(5,373	)		-				(9,031	)
Share-based compensation		(2,753	)		-			-				(2,753	)
Exploration and evaluation expenses		(226	)		(17	)		-				(243	)
Share of loss in associate		(298	)		132			-				(166	)
Dilution gain in associate		100			-			-				100
Impairment of royalty		(3,821	)		-			-				(3,821	)
Operating loss for the period		(18,701	)		(8,143	)		(28	)			(26,872	)

Other items
Change in fair value of derivative liabilities		4,724			592			-				5,316
Change in fair value of short-term investments		(1,293	)		(246	)		-				(1,539	)
Gain on disposition of short-term investments		2,083			-			-				2,083
Foreign exchange gain/(loss)		32			(291	)		-				(259	)
Interest expense		(374	)		(9	)		-				(383	)
Other income		360			-			-				360
Net loss before income taxes for the period		(13,169	)		(8,097	)		(28	)			(21,294	)
Current tax recovery		-			1,751			-				1,751
Deferred tax recovery (expense)		500			(22	)		2,108		(c)		2,586
Net loss after income taxes for the period		(12,669	)		(6,368	)		2,080				(16,957	)

Other comprehensive income
Item that may be reclassified subsequently to net income:
Foreign currency translation differences		(39	)		-			-				(39	)
Total comprehensive loss for the period		(12,708	)		(6,368	)		2,080				(16,996	)
Net loss after income taxes for the period attributable to:
Shareholders of Parent		(12,669	)		(2,864	)		(1,424	)	(d)		(16,957	)
Non-controlling interest		-			(3,504	)		3,504		(d)		-
Net loss after income taxes for the period attributable to Gold Royalty Corp.		(12,669	)		(6,368	)		2,080				(16,957	)

Net loss per share, basic and diluted (Note 6)		(0.10	)									(0.13	)

Weighted average number of common shares outstanding - basic and diluted (Note 6)		126,011,472										133,845,344

See accompanying notes to the unaudited pro forma condensed combined statements of loss.

Gold Royalty Corp.

Notes to the Pro Forma Condensed Combined Statements of Loss

For year ended September 30, 2021 and the nine months ended June 30, 2022

(Unaudited, expressed in thousands of United States Dollars unless otherwise stated)

BASIS OF PRESENTATION

These unaudited pro forma condensed combined statements of loss have been prepared in connection with the Company’s ongoing Form F-3 filing as a result of the Company’s significant business acquisitions completed during its year ended September 30, 2021 and the nine months ended June 30, 2022.

On November 5, 2021, the Company acquired all the issued and outstanding common shares of Golden Valley Mines and Royalties Ltd. (“GZZ”) and the non-controlling interest in GZZ’s non-wholly owned subsidiary Abitibi Royalties Inc. (“RZZ”) (together, “Consolidated Golden Valley”) by way of statutory plans of arrangement (the “Golden Valley Transaction”). The Company also acquired Ely Gold Royalties Inc. (“Ely”) on August 23, 2021 (the “Ely Transaction”) by way of a statutory plan of arrangement. These unaudited pro forma condensed combined statements of loss incorporate pro forma adjustments associated with the Ely Transaction (see note 4) and the Golden Valley Transaction (see note 5) from October 1, 2020 to the date of their actual acquisition after which they have been consolidated into the financial statements of the Company.

These unaudited pro forma condensed combined statements of loss have been prepared from information derived from, and should be read in conjunction with the financial statements of the Company, Ely, and Consolidated Golden Valley, each prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), specifically:

(i)

the unaudited condensed interim consolidated financial statements of the Company as at and for the nine months ended June 30, 2022;

(ii)

the audited consolidated financial statements of the Company for the year ended September 30, 2021;

(iii)

the condensed consolidated statements of net loss and comprehensive loss for the nine months ended September 30, 2021 and 2020 and the condensed consolidated financial information for the period from October 1, 2021 to November 4, 2021 of Consolidated Golden Valley prepared by management;

(iv)

the condensed interim consolidated financial information of Ely for the period January 1, 2021 through August 22, 2021 prepared by management and the nine months ended September 30, 2020;

(v)

the audited consolidated financial statements of Consolidated Golden Valley and Ely as at and for the year ended December 31, 2020; and

(vi)

the continuous disclosure documents of the Company, Ely, and Consolidated Golden Valley, available under their respective profiles on SEDAR, updating the respective company’s financial information subsequent to the date of the financial information referenced above.

Each of the condensed interim consolidated financial statements has been prepared in accordance with IFRS relevant to the preparation of interim financial statements including IAS 34 Interim Financial Reporting.

Prior to the closing of the Golden Valley Transaction on November 5, 2021, GZZ owned approximately 45% of RZZ. GZZ’s consolidated financial statements referred to above include RZZ as a consolidated subsidiary and, accordingly, both GZZ and RZZ are represented in the historical financial statements of GZZ in these unaudited pro forma condensed combined statements of loss.

These unaudited pro forma condensed combined statements of loss have been compiled from and include:

(a)

An unaudited pro forma condensed combined statement of loss for the twelve months ended September 30, 2021 combining:

(i)

The audited consolidated statement of loss of the Company for the year ended September 30, 2021;

Page | 5

Gold Royalty Corp.

Notes to the Pro Forma Condensed Combined Statements of Loss

For year ended September 30, 2021 and the nine months ended June 30, 2022

(Unaudited, expressed in thousands of United States Dollars unless otherwise stated)

(ii)

The unaudited consolidated statement of loss and comprehensive loss of Ely for the period from October 1, 2020 to August 22, 2021 (the day prior to the Ely Transaction closing date), which has been constructed by combining the statements of loss for (a) each of the three months ended December 31, 2020 (constructed by subtracting the results from the nine months ended September 30, 2020 from the results for the year ended December 31, 2020), March 31, 2021, and June 30, 2021; and (b) the period from July 1, 2021 to August 22, 2021;

(iii)

The unaudited consolidated statement of net loss of Consolidated Golden Valley for the twelve months ended September 30, 2021, which has been constructed by combining the statements of net income (loss) for the three months ended December 31, 2020 (constructed by subtracting the results from the nine months ended September 30, 2020 from the results for the year ended December 31, 2020) and the nine months ended September 30, 2021; and

(iv)

The adjustments described in Notes 4 and 5.

This statement assumes that the Golden Valley Transaction and the Ely Transaction occurred on October 1, 2020.

(b)

An unaudited pro forma condensed combined statement of loss for the nine months ended June 30, 2022 combining:

(i)

The unaudited condensed interim consolidated statement of loss and comprehensive loss of the Company for the nine months ended June 30, 2022;

(ii)

The unaudited consolidated statement of loss and comprehensive loss of Consolidated Golden Valley from October 1, 2021 to November 4, 2021 (the day prior to the Golden Valley Transaction closing date) prepared by management; and

(iii)

The adjustments described in Note 5.

This statement assumes that the Golden Valley Transaction occurred on October 1, 2020.

The constructed historical income statements of Ely and Consolidated Golden Valley described above were prepared for the purpose of the unaudited pro forma condensed combined statements of loss and do not necessarily conform with the consolidated financial statements of Ely and Consolidated Golden Valley filed on SEDAR.

In combining Ely’s and Consolidated Golden Valley’s consolidated financial statements with those of the Company, the Company has:

●

Converted Ely’s consolidated statements of loss from C$ to $ using the average exchange rate in effect for the relevant reporting period (0.7676, 0.7899, 0.8144 and 0.7926 $ per C$ for the three months ended, December 31, 2020, March 31, 2021, June 30, 2021 and the period from July 1, 2021 to August 22, 2021, respectively);

●

Converted Consolidated Golden Valley’s consolidated statements of net income (loss) from C$ to $ using the average exchange rate in effect for the relevant reporting period (0.7676, 0.7994 and 0.8151 $ per C$ for the three months ended December 31, 2020, for the nine months ended September 30, 2021 and the period from October 1, 2021 to November 4, 2021); and

●

Reclassified line items on Ely’s and Consolidated Golden Valley’s consolidated financial statements to conform with the Company’s financial statement presentation.

The unaudited pro forma condensed combined statements of loss are not intended to reflect the financial performance of the Company which would have resulted had Golden Valley Transaction and the Ely Transaction been consummated

Page | 6

Gold Royalty Corp.

Notes to the Pro Forma Condensed Combined Statements of Loss

For year ended September 30, 2021 and the nine months ended June 30, 2022

(Unaudited, expressed in thousands of United States Dollars unless otherwise stated)

on the dates indicated. The unaudited pro forma condensed combined statements of loss do not give effect to events arising after June 30, 2022. Further, the unaudited pro forma condensed combined statements of loss are not necessarily indicative of the results of operations that may be obtained in the future.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in preparing the unaudited pro forma condensed combined statements of loss are set out in the Company’s audited consolidated financial statements as at and for the year ended September 30, 2021. For purposes of these unaudited pro forma condensed combined statements of loss, where the Company did not previously have an accounting policy for transactions undertaken by Consolidated Golden Valley or Ely during the relevant periods, it has retained the policy and elections taken by Consolidated Golden Valley or Ely.

USE OF ESTIMATES

As disclosed in Gold Royalty’s audited consolidated financial statements as at and for the year ended September 30, 2021, Gold Royalty has been identified as the acquirer in the Ely Transaction on the basis that Gold Royalty shareholders retained a majority of shares of the combined entity on both a basic and fully diluted basis, Gold Royalty offered a premium over the trading price of Ely’s shares prior to the offer, and all members of Gold Royalty executive management and directors continued with the combined entity.

As disclosed in Gold Royalty’s unaudited condensed interim consolidated financial statements as at and for the nine months ended June 30, 2022, Gold Royalty has been identified as the acquirer in the Golden Valley Transaction on the basis that Gold Royalty shareholders retained a majority of shares of the combined entity on both a basic and fully diluted basis, Gold Royalty offered a premium over the trading price of GZZ and RZZ’s shares prior to the offer, and all members of Gold Royalty executive management and directors continued with the combined entity.

The Company’s preliminary purchase accounting was based on preliminary valuations performed to determine the fair value of the net assets as of the acquisition date and is subject to adjustments for up to one year after the closing date of the acquisition to reflect the final valuations. The Company is currently in the process of completing its valuation work related to the estimation of the fair values of royalty interests and exploration and evaluation assets. The final valuations could have a material impact on the preliminary purchase accounting and could result in differences to the pro forma adjustments reflected in these unaudited pro forma condensed combined statements of loss.

ELY TRANSACTION PRO FORMA ASSUMPTIONS AND TRANSACTION ACCOUNTING ADJUSTMENTS

On August 23, 2021, the Company acquired all of the issued and outstanding Ely common shares, resulting in Ely becoming a wholly-owned subsidiary of Gold Royalty included in the Company’s consolidated financial statements from the acquisition date forward.

The Company is not aware of any additional reclassifications that would have a material impact on the unaudited pro forma condensed combined statements of loss. Pro forma assumptions and transaction adjustments made are as follows:

The reduction in revenue related to option income on exploration properties that had no historical carrying value in Ely’s financial statements. Preliminary fair value adjustments were allocated to these properties as a result of the Ely Transaction. Option proceeds after the Ely Transaction will first be applied as a reduction of the new carrying value and will be recorded as income only after the new carrying value has been reduced to nil.

The increase in cost of sales represents the increase in depletion caused by the fair value adjustments to Ely’s royalties that generated royalty payments as a result of production or advance minimum royalties. The increase in depletion was calculated using the preliminary allocation of the fair value of the acquired royalties as disclosed in the Company’s audited financial statements as at and for the year ended September 30, 2021.

Page | 7

Gold Royalty Corp.

Notes to the Pro Forma Condensed Combined Statements of Loss

For year ended September 30, 2021 and the nine months ended June 30, 2022

(Unaudited, expressed in thousands of United States Dollars unless otherwise stated)

The change in fair value on the warrant derivative liabilities has been recorded as gain (loss) on warrant derivatives in the unaudited pro forma condensed combined statements of loss using the share price of the Company’s shares, the applicable exchange rates and volatility of 37%, determined based on a peer group of companies. For periods prior to the Company’s initial public offering (“IPO”), the IPO price was assumed to represent the Company’s share price. The Company’s share price was used for periods subsequent to the IPO.

The elimination of deferred charges amortization expense related to Ely’s credit facility cancelled prior to the close of the Ely Transaction.

An adjustment to income tax benefit (expense) based on US and Canadian tax rates applied to Ely’s pre-tax income after permanent differences.

GOLDEN VALLEY PRO FORMA ASSUMPTIONS AND TRANSACTION ACCOUNTING ADJUSTMENTS

On November 5, 2021, the Company acquired all of the outstanding shares of GZZ and RZZ under the terms of the Golden Valley Transaction resulting in Consolidated Golden Valley becoming wholly-owned subsidiaries of Gold Royalty included in the Company’s consolidated financial statements from the acquisition date forward.

The reduction in revenue related to option income on exploration properties that had no historical carrying value in the Consolidated Golden Valley financial statements. Preliminary fair value adjustments were allocated to these properties as a result of the Golden Valley Transaction. Option proceeds after the Golden Valley Transaction will first be applied as a reduction of the new carrying value and will be recorded as revenue only after the new carrying value has been reduced to nil.

The increase in cost of sales represents the increase in depletion caused by the fair value adjustments to the Consolidated Golden Valley’s royalties that generated royalty payments. The increase in depletion was calculated using the allocation of the fair value of the acquired royalties as disclosed in the Company’s unaudited condensed interim consolidated financial statements as at and for the nine months ended June 30, 2022.

Adjustment to income tax benefit (expense) based on Canadian tax rates applied to the Consolidated Golden Valley pre-tax income after permanent differences.

The elimination of income attributable to non-controlling interests of RZZ.

Page | 8

Gold Royalty Corp.

Notes to the Pro Forma Condensed Combined Statements of Loss

For year ended September 30, 2021 and the nine months ended June 30, 2022

(Unaudited, expressed in thousands of United States Dollars unless otherwise stated)

PRO FORMA LOSS PER SHARE

Pro forma basic and diluted loss per share has been calculated based on the actual weighted average number of Gold Royalty common shares outstanding for the respective periods as well as the number of shares issued in connection with the Acquisitions as if such shares had been outstanding since the date the associated equity was originally issued or assumed to be issued:


	Twelve months ended September 30, 2021		Nine months ended June 30, 2022
Actual weighted average number of Gold Royalty common shares outstanding		33,555,265		126,011,472
Pro forma adjustment weighted average number of Gold Royalty common shares, issued in exchange for Ely shares		27,139,364	-
Weighted average number of Gold Royalty common shares, issued in exchange for GZZ shares and RZZ shares not owned by GZZ		54,854,123		7,833,872
Pro forma weighted average number of Gold Royalty common shares outstanding		115,548,752		133,845,344
Pro forma net loss after income taxes attributable to shareholders of the combined Company	$	29,083	$	16,957
Pro forma basic and diluted net loss per share	$	0.25	$	0.13

Page | 9


	GOLD ROYALTY CORP.

Date: August 15, 2022	By:	/s/ Josephine Man
	Name:	Josephine Man
	Title:	Chief Financial Officer


Exhibit		Description of Exhibit

99.1		Condensed interim consolidated financial statements for the three and nine months ended June 30, 2022
99.2		Management’s discussion and analysis for the three and nine months ended June 30, 2022
99.3		Certification of Chief Executive Officer
99.4		Certification of Chief Financial Officer
99.5		Unaudited pro forma condensed combined statements of loss
99.6		Press release dated August 15, 2022


Date: August 15, 2022

/s/ David Garofalo
David Garofalo
Chief Executive Officer


Date: August 15, 2022

/s/ Josephine Man
Josephine Man
Chief Financial Officer


	Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Nine Months Ended June 30, 2022			Nine Months Ended June 30, 2021
(in thousands of dollars, except per share amounts)	($)			($)			($)			($)
Statement of Loss and Comprehensive Loss
Royalty and option income		1,907			—			3,078			—
Net loss		(3,438	)		(3,035	)		(12,669	)		(5,790	)
Net loss per share, basic and diluted		(0.03	)		(0.07	)		(0.10	)		(0.22	)
Dividends declared per share		0.01			—			0.02			—
Non-IFRS and Other Measures
Adjusted Net Loss*		(2,153	)		(2,260	)		(8,962	)		(4,918	)
Adjusted Net Loss Per Share, basic and diluted*		(0.02	)		(0.05	)		(0.07	)		(0.19	)
Total Gold Equivalent Ounces (“GEOs”)*		1,031			—			1,664			—
Cash flow used in operating activities, excluding changes in non-cash working capital*		(603	)		(2,249	)		(9,674	)		(3,919	)