Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Certain of the information contained in this document constitutes ‘forward-looking information’ and ‘forward-looking statements’ within the meaning of applicable Canadian and U.S. securities laws (“forward-looking statements”) and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Such forward-looking statements, including but not limited to statements relating to: the proposed transaction and the Arrangement; the ability of the parties to satisfy the conditions to closing of the Arrangement; and the anticipated timing thereof; and the anticipated timing, benefits and effects of the completion of the Arrangement, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required shareholder, court and regulatory approvals, exercise of any termination rights under the Agreement, any inability to satisfy the other conditions in the Arrangement Agreement; and any inability of the parties to realize the benefits of the proposed transaction. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Exhibit 99.2

EXECUTION COPY

gold royalty corp.

- and -

ELY GOLD ROYALTIES INC.

arrangement agreement

June 21, 2021

TABLE OF CONTENTS

arrangement agreement

this ARRANGEMENT agreement dated June 21, 2021,

AMONG:

gold royalty corp., a company existing pursuant to the laws of Canada

(“Gold Royalty”)

AND:

ELY GOLD ROYALTIES INC., a company existing pursuant to the laws of the Province of British Columbia

(“Ely”)

WHEREAS:

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

ARTICLE 1
INTERPRETATION

In this Agreement, unless the context otherwise requires:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any offer, proposal, expression of interest or inquiry, or public announcement of an intention (orally or in writing) from any person (other than Gold Royalty or any of its affiliates) after the date of this Agreement (including, for greater certainty, modifications, amendments or variations after the date of this Agreement to any offer, proposal, expression of interest or inquiry that was made before the date of this Agreement), relating to:

“affiliate” means an “affiliated entity” within the meaning of MI 61-101;

“Agreement” means this Arrangement Agreement, including (unless the context requires otherwise) the Schedules hereto, together with the Gold Royalty Disclosure Letter and the Ely Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Arrangement” means the arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.3 or the Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of Gold Royalty and Ely, each acting reasonably;

“BCBCA” means the Business Corporations Act (British Columbia);

“BCSC” means the British Columbia Securities Commission;

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia are not open for business during normal banking hours;

“Code” means the United States Internal Revenue Code of 1986 as the same has been and hereinafter from time to time may be amended, including all rules and regulations promulgated thereunder;

“Competition Act” means the Competition Act (Canada), and includes the regulations made thereunder;

“Confidentiality Agreement” means the confidentiality agreement between Gold Royalty and Ely dated November 28, 2020, as amended from time to time;

“Consideration” means the consideration to be received pursuant to the Plan of Arrangement in respect of each Ely Share that is issued and outstanding prior to the Effective Time;

“Contemplated Reorganization Transaction” has the meaning ascribed thereto in Section 5.6(a)(i);

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding or other right or obligation to which Ely or Gold Royalty, respectively, or any of their respective subsidiaries, is a party or by which Ely or Gold Royalty, respectively, or any of their respective subsidiaries, is bound or affected or to which any of their respective properties or assets is subject;

“Corruption Acts” has the meaning ascribed thereto in Section 3.1(oo);

“Court” means the Supreme Court of British Columbia;

“COVID 19” means the coronavirus disease 2019 (commonly referred to as COVID 19), caused by the severe acute respiratory syndrome coronavirus 2 (SARS Co-V-2)) and/or any other virus or disease developing from or arising as a result of SARS Co-V-2 and/or COVID 19;

“COVID 19 Measure” means commercially reasonable actions for a Party to take or refrain from taking in the operation of their business as a result of COVID 19 as reasonably required in order to comply with the provisions of any health, quarantine, social distancing, shutdown, safety or similar law or guideline promulgated by any Governmental Entity in connection with COVID 19;

“Data Room Information” means all information, books, maps, records, reports, files, data, models, papers or other records or documents relating to Ely or Gold Royalty and their respective subsidiaries or their respective businesses, contained in the internet-based data room made available to the other Party as in effect at 11:59 p.m. (Vancouver time) on June 19, 2021, the particulars of each of which are respectively specified in the Ely Disclosure Letter and the Gold Royalty Disclosure Letter;

“Depositary” means TSX Trust Company or such other person that may be appointed by Gold Royalty with the consent of Ely (such consent not to be unreasonably withheld or delayed) in connection with the Arrangement;

“Dissent Rights” means the rights of an owner of Ely Shares to dissent in respect of the Arrangement described in the Plan of Arrangement;

“Dissenting Shareholder” means a registered Ely Shareholder that validly exercises Dissent Rights in respect of all Ely Shares held by it;

“Effective Date” means the date upon which the Arrangement becomes effective, as provided in the Plan of Arrangement;

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as Ely and Gold Royalty may agree upon in writing;

“Eligible Holder” means a beneficial owner of Ely Shares immediately prior to the Effective Time (other than a Dissenting Shareholder) who is: (a) a resident of Canada for purposes of the Tax Act (other than a Tax Exempt Person), or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a Tax Exempt Person);

“Ely Benefit Plans” has the meaning ascribed thereto in Section 3.1(bb)(i);

“Ely Board” means the board of directors of Ely as the same is constituted from time to time;

“Ely Board Recommendation” has the meaning ascribed thereto in Section 3.1(a);

“Ely Change in Recommendation” has the meaning ascribed thereto in Section 8.2.1(c)(i);

“Ely Circular” means the notice of the Ely Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to Ely Securityholders in connection with the Ely Meeting, as amended, supplemented or otherwise modified from time to time;

“Ely Disclosure Letter” means the disclosure letter executed by Ely and delivered to Gold Royalty concurrently with the execution of this Agreement;

“Ely Expense Reimbursement” has the meaning ascribed thereto in Section 7.4.8;

“Ely Expense Reimbursement Event” has the meaning ascribed thereto in Section 7.4.7;

“Ely Fairness Opinion” has the meaning ascribed thereto in Section 3.1(b);

“Ely Financial Advisors” means Laurentian Bank Securities Inc. and Clarus Securities Inc., financial advisors to the Ely Board and the special committee thereof;

“Ely Financial Statements” has the meaning ascribed thereto in Section 3.1(m)(i);

“Ely Fundamental Representations” means the representations and warranties of Ely set forth in Sections 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.1(f), 3.1(i), 3.1(j), 3.1(k), 3.1(p), 3.1(u), 3.1(v) and 3.1(ll);

“Ely Loan Agreement” means the loan agreement between Ely and 2176423 Ontario Ltd.;

“Ely Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, individually or in the aggregate with other such changes, effects, events, occurrences or states of fact, is or would reasonably be expected to be material and adverse to the business, properties, assets, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Ely and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from: (a) the public announcement of the Plan of Arrangement, the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder, including any loss or threatened loss of or adverse change in or threatened adverse change in the relationship of Ely with any of its current or prospective employees, clients, suppliers, counterparties (other than in connection with the Ely Royalty and Property Rights) or insurance underwriters; (b) any changes in general political, economic, financial or capital markets conditions in Canada, the United States or globally; (c) any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Entity; (d) any generally applicable changes in IFRS; (e) any natural or man-made disaster, the commencement, continuation or worsening of armed hostilities, war or acts of terrorism; (f) conditions generally affecting the gold mining or royalty and streaming industries; (g) any change in currency exchange, interest or inflation rates; (h) any change in gold or other precious metals prices; (i) any general outbreak of illness, pandemic (including COVID 19), epidemic or similar event or the worsening thereof; (j) any matter specifically disclosed in the Ely Disclosure Letter or in the Ely Public Disclosure Record prior to the date hereof; (k) any action taken (or omitted to be taken) by Ely that is required by this Agreement or which is consented to in writing by Gold Royalty or applicable law (including COVID 19 Measures); or (l) any decrease in the market price or any decline in the trading volume of Ely Shares on the TSXV (it being understood that any cause underlying such change in market price or trading volume may be taken into account in determining whether an Ely Material Adverse Effect has occurred); provided that, notwithstanding the foregoing, any change, effect, event, occurrence or state of facts described in clauses (b), (c), (d), (e), (f), (g), (h) or (i) of this definition shall constitute an Ely Material Adverse Effect to the extent that any such change, effect, event, occurrence or state of facts has or would reasonably be expected to have, individually or in the aggregate, a disproportionate impact on the business, properties, assets, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Ely and its subsidiaries, taken as a whole, relative to other industry participants of similar size and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for purposes of determining whether an “Ely Material Adverse Effect” has occurred;

“Ely Material Contracts” means any Contract of Ely or any of its subsidiaries (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have an Ely Material Adverse Effect; (ii) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $400,000; (iii) under which Ely or any of its subsidiaries has directly or indirectly loaned or advanced to a third party or guaranteed any liabilities or obligations of a third party, in each case; (iv) that provides for the establishment of, investment in or formation of any partnership or joint venture with an arm’s length person; (v) relating to indebtedness for borrowed money, whether incurred, assumed or secured by any asset; (vi) restricting the incurrence of indebtedness by Ely or any of its subsidiaries or (including by requiring the granting of an equal and rateable Lien); (vii)under which Ely or any of its subsidiaries is obligated to make or expects to receive payments in excess of $250,000 in any 12-month period or $400,000 over the remaining term of the Contract; (viii) by virtue of which any of the Ely Material Royalty Interests were acquired or are held by Ely or its subsidiaries; (ix) any shareholder or stockholders agreements, registration rights agreements, voting trusts, proxies or similar agreements, arrangements or commitments with respect to any shares or other equity interests of Ely or its subsidiaries or any other Contract relating to disposition, voting or dividends with respect to any shares or other equity securities of Ely or any of its subsidiaries; (x) providing for indemnification by Ely or its subsidiaries, other than Contracts which provide for indemnification obligations of less than $200,000; (xi) restricting the ability of Ely or any of its subsidiaries to offer to purchase or purchase the assets or equity securities of any other person; or (xii) with a term or commitment to or by Ely or any of its subsidiaries that may reasonably extend beyond one year and which cannot be terminated without cost or penalty in excess of $200,000 on less than sixty (60) days’ notice or which is outside the ordinary course of business.

“Ely Material Royalty Interests” means each of the royalty and other interests identified in Schedule 1.2 of the Ely Disclosure Letter;

“Ely Meeting” means the special meeting of Ely Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Ely Resolution;

“Ely Option” means a right and option to purchase one or more Ely Shares granted pursuant to the Ely Stock Option Plan or otherwise enforceable against Ely;

“Ely Optionholder” means a holder of one or more Ely Options;

“Ely Public Disclosure Record” means all documents and information filed by Ely under applicable Securities Laws since January 1, 2019 and publicly available on SEDAR;

“Ely Representatives” has the meaning ascribed thereto in Section 7.2.1;

“Ely Resolution” means the special resolution of Ely Shareholders approving the Plan of Arrangement, in the form of Schedule B to this Agreement, by an affirmative vote of at least the following majorities (by tabulating the vote in each of the following manners): (i) 66 % of the votes cast on the Ely Resolution by Ely Shareholders present in person or represented by proxy at the Ely Meeting, with each Ely Share entitling an Ely Shareholder to one vote; and (ii) a simple majority of the votes cast on the Ely Resolution by Ely Shareholders present in person or represented by proxy at the Ely Meeting (excluding Ely Shares held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101), which is to be considered at the Ely Meeting and is to be substantially in the form and content of Schedule B to this Agreement;

“Ely Royalty and Property Rights” means all mineral rights and interests (including mining, mineral or exploration concessions, claims, leases, licenses, Permits or other rights to exploit, explore, develop, mine or produce any minerals or any interest therein) and royalty rights in which Ely or any of its subsidiaries has any interest or rights or options to acquire or use;

“Ely Security” means an Ely Share, Ely Option or Ely Warrant;

“Ely Securityholder” means a holder of one or more Ely Securities;

“Ely Share” means a common share in the authorized share structure of Ely;

“Ely Shareholder” means a holder of one or more Ely Shares;

“Ely Stock Option Plan” means the Ely Stock Option Plan approved by Ely Shareholders at its annual and special meeting held on May 6, 2020, included in the Data Room Information;

“Ely Technical Reports” has the meaning ascribed thereto in Section 3.1(w);

“Ely Warrants” means the outstanding warrants issued by Ely to purchase Ely Shares;

“Ely Warrantholder” means a holder of one or more Ely Warrants;

“Environmental Laws” means all applicable federal, provincial, state, regional, municipal, local or other Laws, imposing liability or standards of conduct for or relating to the regulation of activities, materials, substances or wastes in connection with or for or to the protection of human health, safety, the environment or natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation);

“Environmental Liabilities” means, with respect to any person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, consequential damages, treble damages, costs and expenses, fines, penalties and sanctions incurred as a result of or related to any Hazardous Substance or any claim, suit, action, administrative order, investigation, proceeding or demand by any person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, relating to any environmental matter arising under or related to any Environmental Laws, Environmental Permits, or in connection with any Release or threatened Release or presence of a Hazardous Substance whether on, at, in, under, from or about or in the vicinity of any real or personal property;

“Environmental Permits” means all Permits under any Environmental Laws;

“Final Order” means the order made after the application to the Court pursuant to subsection 291(4) of the BCBCA, in form and substance acceptable to Ely and Gold Royalty, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement as such order may be amended, affirmed, modified, supplemented or varied by the Court (with the consent of Ely and Gold Royalty, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such affirmation, amendment, modification, supplement or variation is acceptable to Ely and Gold Royalty, each acting reasonably) on appeal;

“Gold Royalty Board” means the board of directors of Gold Royalty as the same is constituted from time to time;

“Gold Royalty Disclosure Letter” means the disclosure letter executed by Gold Royalty and delivered to Ely concurrently with the execution of this Agreement;

“Gold Royalty Expense Reimbursement” has the meaning ascribed thereto in Section 7.4.8;

“Gold Royalty Expense Reimbursement Event” has the meaning ascribed thereto in Section 7.4.6;

“Gold Royalty Financial Statements” has the meaning ascribed thereto in Section 4.1(k)(i);

“Gold Royalty Fundamental Representations” means the representations and warranties of Gold Royalty set forth in Sections 4.1(a), 4.1(b), 4.1(d), 4.1(n), 4.1(o), 4.1(w) and 4.1(x);

“Gold Royalty Long Term Incentive Plan” means the Gold Royalty Long Term Incentive Plan dated effective March 7, 2021;

“Gold Royalty Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that, individually or in the aggregate with other such changes, effects, events, occurrences or states of fact, is or would reasonably be expected to be material and adverse to the business, properties, assets, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Gold Royalty and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from: (a) the public announcement of the Plan of Arrangement, the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder (other than in connection with the Gold Royalty Material Royalty Interests) or insurance underwriters; (b) any changes in general political, economic, financial or capital market conditions in Canada, the United States or any other country in which it has assets or globally; (c) any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Entity; (d) any generally applicable changes in IFRS; (e) any natural or man-made disaster, the commencement, continuation or worsening of war, armed hostilities, or acts of terrorism; (f) conditions generally affecting the gold mining or precious metals royalty and streaming industries; (g) any change in currency exchange, interest or inflation rates; (h) any change in gold or other precious metals prices; (i) any general outbreak of illness, pandemic (including COVID 19), epidemic or similar event or the worsening thereof; (j) any matter specifically disclosed in the Gold Royalty Disclosure Letter or in the Gold Royalty Public Disclosure Record prior to the date hereof; (k) any action taken (or omitted to be taken) by Gold Royalty that is required by this Agreement or which is consented to in writing by Ely or applicable law (including COVID 19 Measures); or (l) any decrease in the market price or any decline in the trading volume of Gold Royalty Shares on the NYSE American (it being understood that any cause underlying such change in market price or trading volume may be taken into account in determining whether a Gold Royalty Material Adverse Effect has occurred); provided that, notwithstanding the foregoing, any change, effect, event, occurrence or state of facts described in clauses (b), (c), (d), (e), (f), (g), (h) or (i) of this definition shall constitute a Gold Royalty Material Adverse Effect to the extent that any such change, effect, event, occurrence or state of facts has or would reasonably be expected to have, individually or in the aggregate, a disproportionate impact on the business, properties, assets, Permits, capital, liabilities, operations, results of operations or condition (financial or otherwise) of Gold Royalty and its subsidiaries, taken as a whole, relative to other industry participants of similar size and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for purposes of determining whether a “Gold Royalty Material Adverse Effect” has occurred;

“Gold Royalty Material Royalty Interests” has the meaning ascribed thereto in Section 4.1(ff);

“Gold Royalty Option” means an option to acquire Gold Royalty Shares granted pursuant to the Gold Royalty Long Term Incentive Plan;

“Gold Royalty Public Disclosure Record” means all documents and information filed by Gold Royalty under applicable Securities Laws since January 12, 2021 and publicly available on SEDAR;

“Gold Royalty Restricted Share” means Gold Royalty Shares issued as restricted shares under Gold Royalty’s Equity Incentive Plan dated October 19, 2020;

“Gold Royalty Share” means a common share in the authorized share structure of Gold Royalty;

“Gold Royalty Shareholder” means a holder of one or more Gold Royalty Shares;

“Gold Royalty Technical Reports” has the meaning ascribed thereto in Section 4.1(ff);

“Gold Royalty Warrants” means outstanding warrants to purchase Gold Royalty Shares;

“Governmental Entity” means (a) any multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the TSXV and the NYSE American;

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive, infectious or carcinogenic or otherwise hazardous or deleterious substance, waste or material, including petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material or contaminant regulated or defined pursuant to any Environmental Law;

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board at the relevant time, applied on a consistent basis;

“including”, “includes” or similar expressions are not intended to be limiting and are deemed to be followed by the expression “without limitation”;

“Interim Order” means the order made after the application to the Court pursuant to subsection 291(2) of the BCBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the U.S. Securities Act with respect to the Gold Royalty Shares issued pursuant to the Arrangement, in form and substance acceptable to Ely and Gold Royalty, each acting reasonably, providing for, among other things, the calling and holding of the Ely Meeting, as the same may be amended, affirmed, modified, supplemented or varied by the Court with the consent of Ely and Gold Royalty, each acting reasonably;

“Key Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, Permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities set out in Schedule C hereto;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity and the term “applicable” with respect to such Laws and in a context that refers to one or more persons, means such Laws as are applicable to such person or its business, undertaking, assets, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, assets, property or securities;

“Liens” means any hypothec, mortgage, pledge, assignment, lien, charge, security interest, adverse right or claim, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Locked-Up Shareholders” means those Ely Securityholders, listed in Schedule D hereto, who have entered into Voting Agreements with Gold Royalty pursuant to which they have agreed, among other things and subject to the terms of such Voting Agreements, to vote their Ely Securities in favour of the Ely Resolution;

“Mailing Deadline” means July 28, 2021 or such other date as may be agreed between the Parties;

“material fact” has the meaning ascribed thereto in the Securities Act;

“Meeting Deadline” has the meaning ascribed thereto in Section 2.4(a);

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“Money Laundering Laws” has the meaning ascribed thereto in Section 3.1(pp);

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“NI 54-101” means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer;

“NYSE American” means the NYSE American;

“ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person; provided that in any event such action is not unreasonable or unusual;

“Outside Date” means October 21, 2021, or such later date as may be agreed to in writing by the Parties;

“Parties” means Ely and Gold Royalty, and “Party” means any of them;

“Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of or from any Governmental Entity;

“person” includes an individual, sole proprietorship, partnership, association, body corporate, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, Governmental Entity or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, and any amendments or variations thereto made in accordance with Section 8.3 hereof or the Plan of Arrangement or made at the direction of the Court in the Interim Order or the Final Order with the consent of Gold Royalty and Ely, each acting reasonably;

“Proceeding” means any court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, investigation or inquiry before or by any Governmental Entity, or any claims, actions, suits, arbitrations, charges, indictments, hearings or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding, including by any third party whatsoever;

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of a Hazardous Substance in the indoor or outdoor environment, including the movement of a Hazardous Substance through or in the air, soil, surface water, ground water or property;

“Response Period” has the meaning ascribed thereto in Section 7.3.1(b);

“Returns” means all reports, forms, elections, designations, notices, declarations, information statements and returns (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto relating to, or required to be filed or prepared by Law in connection with any Taxes;

“Review Period” has the meaning ascribed thereto in Section 7.3.2;

“SEC” means the United States Securities and Exchange Commission;

“Section 3(a)(10) Exemption” has the meaning ascribed thereto in Section 2.3;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations, forms and published instruments, policies, bulletins and notices made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Authorities” means, collectively, the BCSC and the applicable securities commissions and other securities regulatory authorities in each of the other provinces of Canada;

“Securities Laws” means the Securities Act, the securities legislation of each other province of Canada and the rules, regulations, forms, published instruments, policies, bulletins and notices of the Securities Authorities made thereunder, the U.S. Exchange Act, the U.S. Securities Act and all other state and federal securities laws, rules, regulations and policies published thereunder, in each case as now in effect and as they may be promulgated or amended from time to time;

“SEDAR” means the System for Electronic Document Analysis Retrieval (SEDAR) web-site;

“subsidiary” means a “subsidiary entity” within the meaning of MI 61-101;

“Superior Proposal” means any unsolicited bona fide written Acquisition Proposal from a person or persons who is or are, as at the date of this Agreement, a party that deals at arm’s length with Ely, that is made after the date of this Agreement (and is not obtained in violation of this Agreement or any agreement between the person making such Acquisition Proposal and Ely) to acquire all of the outstanding Ely Shares (other than Ely Shares beneficially owned by the person or persons making such Acquisition Proposal) or all or substantially all of the assets of Ely and its subsidiaries on a consolidated basis, and (i) that is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person or persons making such Acquisition Proposal; (ii) that is made to all Ely Shareholders on the same terms and conditions; (iii) that is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Ely Board, acting in good faith (after receiving the advice of its outside legal counsel and the Ely Financial Advisors), that adequate arrangements have been made in respect of any required funds to complete such Acquisition Proposal; (iv) that is not subject to any due diligence or access condition; (v) that complies with applicable Securities Laws; and (vi) in respect of which the Ely Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and the Ely Financial Advisors, that having regard for all of the terms and conditions of the Acquisition Proposal, including all financial, legal, regulatory and other aspects of such proposal and the person making such proposal, such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the Ely Shareholders from a financial point of view than the transactions contemplated by this Agreement, after taking into account any amendment to the terms of this Agreement and the Plan of Arrangement proposed by Gold Royalty pursuant to Section 7.3;

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect as and as they may be promulgated or amended from time to time;

“Tax Exempt Person” means a person who is exempt from tax under Part I of the Tax Act;

“Taxes” means (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments or advance payments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty all income, gains or profits taxes (including Canadian federal, provincial and territorial income taxes), payroll and employee withholding taxes, employment or payroll taxes, employment insurance, disability taxes, social insurance taxes, social security contributions, sales and use taxes, consumption taxes, customs taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, Canada and other government pension plan premiums or contributions and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not, and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes by contract or otherwise;

“Termination Fee” has the meaning ascribed thereto in Section 7.4.3;

“Termination Fee Event” has the meaning ascribed thereto in Section 7.4.4;

“TSXV” means the TSX Venture Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder;

“U.S. Investment Company Act” means the United States Investment Company Act of 1940 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder;

“U.S. Securities Act” means the United States Securities Act of 1933 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“U.S. Treasury Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time; and

“Voting Agreements” means the voting and support agreements (including all amendments thereto) between Gold Royalty and the Locked-Up Shareholders.

The division of this Agreement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Any reference in this Agreement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature in required to be made shall be made in a manner consistent with IFRS consistently applied.

In this Agreement: (a) references to “the knowledge of ELY” mean the knowledge of Clarence Wasser (President, Chief Executive Officer and a director of Ely), Gerald Baughman (President of Nevada Select Royalties, Inc.), Xavier Wenzel (Chief Financial Officer of Ely) and Stephen Kenwood (Corporate Secretary of Ely), after due inquiry; and (b) references to “the knowledge of Gold Royalty” means the knowledge of David Garofalo (President, Chief Executive Officer and a director of Gold Royalty) and Josephine Man (Chief Financial Officer of Gold Royalty), after due inquiry.

The Ely Disclosure Letter and the Gold Royalty Disclosure Letter and all information contained in the Ely Disclosure Letter and the Gold Royalty Disclosure Letter is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to applicable Law, unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes; or (ii) a Party needs to disclose it in order to enforce its rights under this Agreement.

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part hereof:

ARTICLE 2
THE ARRANGEMENT

Ely and Gold Royalty agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

Ely shall, as soon as reasonably practicable and in any event in sufficient time to hold the Ely Meeting in accordance with Section 2.4, apply in a manner acceptable to Gold Royalty, acting reasonably, pursuant to subsection 291(2) of the BCBCA and, in cooperation with Gold Royalty, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things:

(c)

that the requisite approval for the Ely Resolution shall be (i) 66 % of the votes cast on the Ely Resolution by Ely Shareholders present in person or represented by proxy at the Ely Meeting, with each Ely Share entitling an Ely Shareholder to one vote; and (ii) a simple majority of the votes cast on the Ely Resolution by Ely Shareholders present in person or represented by proxy at the Ely Meeting (excluding Ely Securities held by certain “related parties” and “interested parties” (as such terms are defined in MI 61-101) in accordance with the requirements of MI 61-101);

The Parties agree that the Arrangement will be carried out with the intention that all Gold Royalty Shares to be issued to Ely Shareholders in exchange for their Ely Shares pursuant to the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

If:

Ely shall as soon as reasonably practicable thereafter and in any event within three (3) Business Days thereafter take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to subsection 291(4) of the BCBCA.

Subject to the terms of this Agreement, Gold Royalty will cooperate with, assist and consent to Ely seeking the Interim Order and the Final Order, including by providing Ely on a timely basis any information required to be supplied by Gold Royalty as required by Law or reasonably requested by Ely in connection therewith. Ely shall provide Gold Royalty and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Ely will also provide Gold Royalty and its legal counsel, on a timely basis, with copies of any notice of appearance or notice of intent to oppose and any evidence served on Ely or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Ely will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with Gold Royalty’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Gold Royalty to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Gold Royalty’s obligations set forth in any such filed or served materials or under this Agreement. In addition, Ely will not object to legal counsel to Gold Royalty making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, that Ely is advised of the nature of any submissions prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Ely will also oppose any appearance, proposal or motion from any third party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, Ely is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Gold Royalty.

Subject to the satisfaction or, where not prohibited and subject to applicable Law, the waiver of the conditions set forth in Article 6 hereof by the applicable Party for whose benefit such conditions exist (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date by the applicable Party for whose benefit such conditions exist), upon the Ely Resolution having been approved and adopted by the Ely Shareholders at the Ely Meeting in accordance with the Interim Order and Ely obtaining the Final Order, the Arrangement shall be effective at the Effective Time on the Effective Date. From and after the Effective Time, the Plan of Arrangement shall have effect as provided by applicable Law, including the BCBCA. The closing of the transactions contemplated hereby shall take place at the offices of Sangra Moller LLP in Vancouver, or at such other location as may be agreed upon by the Parties.

Gold Royalty shall, following receipt of the Final Order and no later than one (1) Business Day prior to the Effective Time, ensure that the Depositary has been provided with sufficient cash and/or Gold Royalty Shares, in escrow, to pay the aggregate Consideration to be paid to the Ely Shareholders pursuant to the Arrangement. For greater certainty, Gold Royalty shall not be required pursuant to this Section 2.9 to provide or deposit in escrow with the Depositary prior to the Effective Date any cash and/or Gold Royalty Shares as Consideration for the Ely Shares held by Ely Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection.

The Parties acknowledge and agree that:

As soon as reasonably practicable after the date of this Agreement, Gold Royalty and Ely shall cooperate in the preparation of any application for the Key Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement.

Ely and Gold Royalty shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by the Parties, the text and timing of such announcement to be approved by Ely and Gold Royalty in advance, acting reasonably. Gold Royalty and Ely agree to cooperate in the preparation of presentations, if any, to Ely Securityholders regarding the Plan of Arrangement, and no Party shall:

provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws, provided that the Party making such disclosure shall, where permitted by applicable Law, use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Ely, Gold Royalty and the Depositary (in this section, the “payor”), shall each be entitled to deduct and withhold from any Consideration or other amount payable (whether in cash or in kind) or otherwise deliverable to any holder or former holder of Ely Securities such amounts as the payor may be required to deduct and withhold therefrom under any applicable Law in respect of Taxes. To the extent that any amounts are so deducted, withheld and remitted to the appropriate Governmental Entity when required by Law, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. To the extent that the amount required to be deducted or withheld from any payment to any holder or former holder of Ely Shares exceeds the cash component, if any, of the Consideration otherwise payable to such holder, Gold Royalty, Ely or the Depositary, as applicable, may sell or otherwise dispose of such portion of the Consideration or other amount otherwise payable to such holder or former holder in the form of Gold Royalty Shares as is necessary to provide sufficient funds to enable the payor to comply with such deduction and/or withholding requirements.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF ELY

Ely hereby represents and warrants to and in favour of Gold Royalty as follows, except to the extent that such representations and warranties are specifically qualified by the Ely Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), and acknowledges that Gold Royalty is relying upon such representations and warranties in connection with the entering into of this Agreement:

(collectively, the “Ely Technical Reports”), at the respective time of filing thereof complied in all material respects with the requirements of NI 43-101, were prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(B) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to material damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other material response by it pursuant to applicable Environmental Laws; and

(C) to the knowledge of Ely, is not subject to any material judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a material matter arising under any Environmental Laws; and

The representations and warranties of Ely contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF GOLD ROYALTY

Gold Royalty hereby represents and warrants to and in favour of Ely as follows, except to the extent that such representations and warranties are specifically qualified by the Gold Royalty Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), and acknowledges that Ely is relying upon such representations and warranties in connection with the entering into of this Agreement:

except, in the case of Sections 4.1(c)(i) through 4.1(c)(iv) and other than paragraph 4.1(c)(i)(A), for such violations, conflicts, breaches, defaults, terminations, accelerations, rights of first refusal, change in control provisions, restrictions, limitations or Liens, or any consents, approvals or notices (expressly excluding the Key Regulatory Approvals), which if not given or received, would not, individually or in the aggregate, result in an Gold Royalty Material Adverse Effect.

The representations and warranties of Gold Royalty contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5
COVENANTS

Ely covenants and agrees that, during the period from the date of this Agreement, until the earlier of the Effective Time and the time at which this Agreement is terminated in accordance with its terms, except: (i) as expressly required by this Agreement; (ii) as specifically provided in the Ely Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made); (iii) as required by applicable Law; (iv) with the prior written consent of Gold Royalty, such consent not to be unreasonably withheld, conditioned or delayed; or (v) in connection with any COVID 19 Measures undertaken by Ely:

For greater certainty, nothing in this Section 5.1 shall give Gold Royalty, directly or indirectly, any right to control or direct the operations of Ely or any of its subsidiaries.

Subject to the terms and conditions of this Agreement Ely shall and shall cause its subsidiaries to perform all obligations required to be performed by Ely or any of its subsidiaries under this Agreement, cooperate with Gold Royalty in connection therewith, and use its commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Ely shall and, where applicable, shall cause its subsidiaries to:

Subject to the terms and conditions of this Agreement, Gold Royalty shall and shall cause its subsidiaries to perform all obligations required to be performed by Gold Royalty or any of its subsidiaries under this Agreement, cooperate with Ely in connection therewith, and use its commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to consummate and make, as soon as reasonably practicable, effective the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Gold Royalty shall and, where applicable, shall cause its subsidiaries to:

Each of the Parties covenants and agrees that, subject to the terms of this Agreement, during the period from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

Subject to the requirements and limitations in the Tax Act and the terms of the Plan of Arrangement, an Eligible Holder who transfers Ely Shares to Gold Royalty pursuant to the Arrangement and receives any Gold Royalty Shares as consideration shall be entitled to make a joint income tax election with Gold Royalty, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (in this Section, a “Section 85 Election”) with respect to the transfer, subject to the fulfillment of any conditions and requirements set forth in the Letter of Transmittal. Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that such holder wishes to receive a tax instruction letter, Gold Royalty will promptly arrange for delivery of a tax instruction letter (and a tax instruction letter for the equivalent provincial election, if applicable) to such Eligible Holder. The tax instruction letter will provide to the Eligible Holder general instructions on how the Eligible Holder will make the Section 85 Election. To make the Section 85 Election, the Eligible Holder must provide the required information to the person specified in the tax instruction letter in accordance with the procedure set out therein, within ninety (90) days of the Effective Date. Within 90 days after receiving the required information from an Eligible Holder, if all required information is so provided by an Eligible Holder in the manner contemplated in the tax instruction letter, the properly completed prescribed form for the Section 85 Election will be executed by Gold Royalty and delivered electronically to the Eligible Holder for execution and filing by the Eligible Holder. With the exception of the execution by Gold Royalty of properly completed prescribed forms for purposes of the Section 85 Election, compliance with the requirements for a valid Section 85 Election, including, without limitation, selection of the appropriate elected amount for the prescribed form and the filing of the completed and executed form with the appropriate governmental entity, will be the sole responsibility of the Eligible Holder making the Section 85 Election. Neither Gold Royalty nor Ely will be responsible for taxes, interest, penalties, damages or expenses resulting from the failure by anyone to properly complete any election forms or to properly file such forms within the time prescribed under the Tax Act or the corresponding provisions of any applicable provincial tax legislation.

ARTICLE 6
CONDITIONS

The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:

The obligations of Gold Royalty to complete the transactions contemplated by this Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of Gold Royalty and may be waived by Gold Royalty at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Gold Royalty may have):

The obligations of Ely to complete the transactions contemplated by this Agreement shall also be subject to the following conditions precedent (each of which is for the exclusive benefit of Ely and may be waived by Ely at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Ely may have):

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released upon delivery by the Parties of written confirmation of the Effective Date. For greater certainty and notwithstanding anything else in this Agreement, the conditions set forth in this Article 6 for the benefit of a Party are the only conditions to such Party’s obligations to complete the Arrangement.

ARTICLE 7
ADDITIONAL AGREEMENTS

Each Party shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date of this Agreement, until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

Gold Royalty may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(c)(ii) and Ely may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(ii) unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of ten (10) Business Days from such notice, and then only if such matter has not been cured by such date. If such written notice has been delivered prior to the Ely Meeting or the making of the application for the Final Order, such Ely Meeting may, at the option of the non-breaching party, be adjourned or the hearing for the Final Order postponed, as applicable, until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein without an Ely Material Adverse Effect or a Gold Royalty Material Adverse Effect, this Agreement may not be terminated as a result of the cured breach.

provided that Ely shall not, and shall not allow its Ely Representatives to, disclose any non-public information to such person if such non-public information has not been previously provided to, or is not concurrently provided to, Gold Royalty.

Subject to the provisions of Sections 7.2 and 7.3, nothing contained in this Agreement shall prevent Ely or the Ely Board from calling and holding a meeting of Ely Shareholders, or any of them, requisitioned by Ely Shareholders, or any of them, in accordance with the BCBCA or ordered to be held by a court in accordance with applicable Laws.

provided that, for purposes of this Section 7.4.4(c), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that each reference to “20%” therein shall be deemed to be a reference to “50%”.

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Law and the terms of any existing Contracts, each Party shall, and shall cause its subsidiaries and their respective officers, directors, employees, contractors, consultants, independent auditors, accounting advisers and agents to, afford to each other Party and to the officers, employees, agents and representatives of each other Party such access as such other Party may reasonably require at all reasonable times, including, in the case of Ely, for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and Contracts, and shall furnish such other Party with all data and information as such other Party may reasonably request. In addition, and without limiting the foregoing, each Party shall continue to maintain and update the Data Room Information, and shall provide such other Party with access to such data room, up until the Effective Time in respect of any new information that arises after the date of this Agreement that otherwise would have been so disclosed in the virtual data room prior to the date hereof; provided, however, that the foregoing and any investigation or review by a Party and its respective advisors shall not mitigate, diminish or affect the representations, warranties or covenants of another Party contained in this Agreement. The Parties acknowledge and agree that information furnished pursuant to this Section 7.5 shall be “Information” as defined in the Confidentiality Agreement and shall be governed by the Confidentiality Agreement.

ARTICLE 8
TERM, TERMINATION, AMENDMENT AND WAIVER

This Agreement shall be effective from the date of this Agreement, until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Ely Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

Either Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance, except as provided herein, with any of the other Party’s agreements, covenants or obligations, or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

ARTICLE 9
GENERAL PROVISIONS

Each Party shall comply with applicable privacy Laws in the course of collecting, using and disclosing personal information about identifiable individuals in connection with the transactions contemplated hereby (the “Transaction Personal Information”). Neither Party shall disclose Transaction Personal Information originally collected by the other Party to any person other than to its advisors who are evaluating and advising on the transactions contemplated by this Agreement. If Gold Royalty completes the transactions contemplated by this Agreement, Gold Royalty shall not, following the Effective Date, without the consent of the individuals to whom such Transaction Personal Information relates or as permitted or required by applicable Law, use or disclose Transaction Personal Information originally collected by Ely: