Gold Royalty Corp. (Form: 6-K, Received: 05/16/2022 17:52:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number 001-40099

GOLD ROYALTY CORP.

(Registrant’s name)

1030 West Georgia Street, Suite 1830

Vancouver, BC V6E 2Y3

(604) 396-3066

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLD ROYALTY CORP.

Date: May 16, 2022	By:	/s/ Josephine Man
	Name:	Josephine Man
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Condensed interim consolidated financial statements for the three and six months ended March 31, 2022
99.2		Management’s discussion and analysis for the three and six months ended March 31, 2022
99.3		Certification of Chief Executive Officer
99.4		Certification of Chief Financial Officer
99.5		Press release dated May 16, 2022

Exhibit 99.1

GOLD ROYALTY CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2022

Gold Royalty Corp.

Condensed Interim Consolidated Statements of Financial Position

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

		As at March 31,			As at September 30,
		2022			2021
	Notes	($)			($)
Assets
Current assets
Cash and cash equivalents	4		10,455			9,905
Short-term investments	5		19,469			1,118
Accounts receivable			325			412
Prepaids and other receivables	6		3,632			1,866
			33,881			13,301
Non-current assets
Royalty and other mineral interests	7		640,893			264,545
Long-term investment	8		1,587			1,587
Investment in associate	9		1,603			-
Other long-term assets			71			66
			644,154			266,198

			678,035			279,499

Liabilities
Current Liabilities
Accounts payable and accrued liabilities			5,037			6,921
Bank loan	10		9,546			-
			14,583			6,921
Non-current liabilities
Lease obligation			-			11
Derivative liabilities	11		3,229			4,549
Government loan			48			-
Deferred income tax liability			135,502			42,700
			138,779			47,260

			153,362			54,181

Equity
Issued Capital	12		528,566			228,620
Share issuance obligation	7		201			-
Reserves	12		21,178			11,404
Accumulated deficit			(25,718	)		(15,147	)
Accumulated other comprehensive income			446			441
			524,673			225,318
			678,035			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 Comprehensive Loss

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

		For the						For the
		three months ended						six months ended
	Notes	March 31, 2022			March 31, 2021			March 31, 2022			March 31, 2021
		($)			($)			($)			($)

Revenue
Royalty and option income	13		638			-			1,171			-
Cost of sales
Depletion	7		488			-			775			-
Gross profit			150			-			396			-

Expenses
Consulting fees			(487	)		(295	)		(3,729	)		(295	)
Depreciation			(15	)		(1	)		(24	)		(1	)
Management and directors’ fees	15		(345	)		(117	)		(562	)		(152	)
Salaries, wages and benefits			(250	)		(9	)		(464	)		(15	)
Investor communications and marketing expenses			(337	)		(20	)		(676	)		(20	)
Office and technology expenses			(178	)		(27	)		(393	)		(53	)
Transfer agent and regulatory fees			(229	)		(90	)		(311	)		(91	)
Insurance fees			(527	)		(142	)		(1,105	)		(142	)
Professional fees			(1,365	)		(516	)		(3,181	)		(799	)
Share-based compensation	12		(1,146	)		(1,018	)		(2,047	)		(1,094	)
Exploration and evaluation expenses			(47	)		-			(111	)		-
Share of loss in associate	9		(108	)		-			(251	)		-
Dilution gain in associate	9		80			-			80			-
Impairment on royalties	7		(3,821	)		-			(3,821	)		-
Operating loss for the period			(8,625	)		(2,235	)		(16,199	)		(2,662	)

Other items
Change in fair value of derivative liabilities	11		1,798			-			1,888			-
Change in fair value of short-term investments	5		2,707			-			3,249			-
Gain on disposition of short-term investments			1,168			-			1,168			-
Foreign exchange gain/(loss)			13			(29	)		36			(101	)
Interest expense			(105	)		-			(105	)		-
Other income			4			8			249			8
Net loss before income taxes for the period			(3,040	)		(2,256	)		(9,714	)		(2,755	)
Deferred tax recovery			652			-			485			-
Net loss after income taxes for the period			(2,388	)		(2,256	)		(9,229	)		(2,755	)

Other comprehensive income
Item that may be reclassified subsequently to net income:
Foreign currency translation differences			5			109			5			441
Total comprehensive loss for the period			(2,383	)		(2,147	)		(9,224	)		(2,314	)

Net loss per share, basic and diluted			(0.02	)		(0.08	)		(0.08	)		(0.15	)

Weighted average number of common shares outstanding, basic and diluted			134,019,359			26,921,180			121,830,956			19,000,995

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)

																Accumulated
								Share								Other
		Number of			Issued			issuance					Accumulated			Comprehensive
		Common			Capital			Obligations		Reserves			Deficit			Income		Total
	Notes	Shares			($)			($)		($)			($)			($)		($)
Balance at September 30, 2020			1			-			-		-			(140	)		-		(140	)
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			-			285			-		-			-			-		285
Share-based compensation - share options			-			-			-		809			-			-		809
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			-			(5,154	)		-		(416	)		-			-		(5,570	)
Net loss for the period			-			-			-		-			(2,755	)		-		(2,755	)
Total other comprehensive income			-			-			-		-			-			441		441
Balance at March 31, 2021			41,546,347			97,678			-		7,438			(2,895	)		441		102,662

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		207,449			832			-		-			-			-		832
Share issuance obligation to acquire royalties	7		-			-			201		-			-			-		201
Common shares issued for marketing services	12		155,435			761			-		-			-			-		761
Common shares issued upon exercise of common share purchase warrants	12		247,065			1,111			-		(391	)		-			-		720
Share options in 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		-			-			-		1,063			-			-		1,063
Share-based compensation - restricted share units	12		-			-			-		111			-			-		111
Net loss for the period			-			-			-		-			(9,229	)		-		(9,229	)
Dividends	12		-			-			-		-			(1,342	)		-		(1,342	)
Total other comprehensive income	9		-			-			-		-			-			5		5
Balance at March 31, 2022			134,252,758			528,566			201		21,178			(25,718	)		446		524,673

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 six months ended
	March 31
	2022			2021
		($)			($)
Operating activities
Net loss for the period		(9,229	)		(2,755	)
Items not involving cash:
Depreciation		24			-
Depletion		775			-
Interest expense		105			-
Interest income		(3	)		(8	)
Share-based compensation		2,047			1,094
Change in fair value of short-term investments		(3,249	)		-
Gain on disposition of short-term investments		(1,168	)		-
Change in fair value of derivative liabilities		(1,888	)		-
Impairment on royalties		3,821			-
Share of loss in associates		251			-
Dilution gain in associates		(80	)		-
Deferred tax recovery		(485	)		-
Unrealized foreign exchange loss		8			-
Net changes in non-cash working capital items:
Accounts receivables		88			-
Prepaids and other receivables		1,071			(30	)
Accounts payable and accrued liabilities		(7,764	)		395
Due to former parent company		-			(83	)
Cash used in operating activities		(15,676	)		(1,387	)

Investing activities
Restricted cash released		1,815			-
Investment in royalties and other mineral interests		(15,415	)		(217	)
Proceeds on disposition of marketable securities		9,562			-
Cash acquired through acquisition of Abitibi Royalties Inc. and Golden Valley Mines and Royalties Ltd.		10,393			-
Investment in associate		(409	)		-
Proceeds from option agreement		1,471			-
Purchase of equipment		(28	)		(2	)
Interest received		3			-
Cash provided by investing activities		7,392			(219	)

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		-			88,208
Net proceeds from bank loan		9,551			-
Interest paid		(59	)		-
Proceeds from exercise of common share purchase warrants		720			-
Payment of lease obligations		(25	)		-
Dividends		(1,342	)		-
Repayment of cash advance from parent company		-			(38	)
Cash provided by financing activities		8,845			91,069

Effect of exchange rate changes on cash		(11	)		65

Net increase in cash		550			89,528
Cash and cash equivalents
Beginning of period		9,905			38
End of period		10,455			89,566

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 share (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 May 16, 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

2.3 Basis of consolidation (continued)

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 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. 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 six months ended March 31, 2022, Golden Valley and Abitibi contributed revenue of $101 and $163, and net profit of $3,341 and $3,637 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 six months ended March 31, 2022 would have been $1,171, and consolidated pro forma net loss for the six months ended March 31, 2022 would have been $14,776, respectively. The pro forma net loss for the six months ended March 31, 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

	March 31, 2022		September 30, 2021
	($)		($)
Cash and cash equivalents consist of:
Cash at bank		10,455		5,905
Guaranteed Investment Certificates		-		4,000
		10,455		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
Additions		136
Disposition		(8,394	)
Fair value change due to price change		3,532
Fair value change due to foreign exchange		(283	)
Balance at March 31, 2022		19,469

6.	Prepaids and other receivables

	March 31, 2022		September 30, 2021
	($)		($)
Prepaids and other receivables consist of:
Income taxes and GST receivable		2,477		304
Prepaids		895		1,562
Other accounts receivables		260		-
		3,632		1,866

The amount of prepaid insurance premiums and marketing expenses was $1,584 (September 30, 2021: $998) and $406 (September 30, 2021: $296), respectively. A portion of the prepaid marketing fee was satisfied by the issuance of 230,435 GRC Shares (Note 12).

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	)
Functional currency translation		379
Option payment received		(30	)
Balance at September 30, 2021		264,545
Additions		16,448
Acquisition of Golden Valley & Abitibi (Note 3)		366,102
Depletion		(775	)
Option payment received		(1,606	)
Impairment		(3,821	)
Balance at March 31, 2022		640,893

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)

	Cost						Accumulated Depletion									Others												Carrying Amount
March 31,	Opening October 1, 2021		Additions		Ending March 31, 2022		Opening October 1, 2021			Depletion			Ending March 31, 2022			Transfer			Impairment			Option payments			Total			March 31, 2022
2022	($)		($)		($)		($)			($)			($)			($)			($)			($)			($)			($)

Isabella Pearl		2,821		-		2,821		(6	)		(36	)		(42	)		-			-			-			-			2,779
Jerritt Canyon		8,921		-		8,921		(74	)		(366	)		(440	)		-			-			-			-			8,481
Malartic (in production)		-		276,045		276,045		-			(69	)		(69	)		-			-			-			-			275,976
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		-		5,330		-			-			-			-			-			-			-			5,330
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)		-		42,356		64,182		-			-			-			-			-			-			-			64,182
McKenzie Break		4,010		-		4,010		-			-			-			-			-			-			-			4,010
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
Others		98,171		35,377		111,722		-			(3	)		(3	)		(688	)		-			(1,606	)		(2,294	)		109,425
Total⁽¹⁾		264,709		382,550		647,259		(164	)		(775	)		(939	)		-			(3,821	)		(1,606	)		(5,427	)		640,893

⁽¹⁾ Royalty and other mineral interests include non–depletable asset of $287,972 and depletable assets of $352,921.

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 March 31, 2022:

Asset	Interest	Jurisdiction
Producing
Canadian Malartic Property (open pit) ⁽¹⁾	3.0% NSR	Québec, Canada
Jerritt Canyon Mine	0.5% NSR Per Ton Royalty (“PTR”) (sliding scale)	Nevada, USA
Marigold Mine⁽¹⁾	0.75% NSR	Nevada, USA
Isabella Pearl Mine	0.375% Gross Revenue Royalty	Nevada, USA
Key Developing
Côté Gold Project	0.75% NSR	Ontario, Canada
Railroad-Pinion Project ⁽¹⁾	0.44% NSR	Nevada, USA
Beaufor Project	1.0% NSR PTR (C$2.50)	Québec, Canada
Lincoln Hill Project	2.0% NSR	Nevada, USA
Rodeo Creek	2.0% NSR	Nevada, USA
REN Project	1.5% NSR 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	2.5% NSR	Québec, Canada
McKenzie Break	2.5% NSR	Québec, Canada
Swanson	2.5% 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. (collectively referred to as the “Mine Owners”). 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 agreed to issue 50,000 GRC Shares to the Mine Owners as consideration for the delivery of the notice of acknowledgement. As at March 31, 2022, the Company has not issued such 50,000 GRC Shares which have a fair value of $201.

Rawhide

During the six months ended March 31, 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.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

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

7.	Royalty other mineral interests (continued)

As at March 31, 2022, the Company owned other mineral interests of $5,955 (September 30, 2021: $7,711). $1,606 fixed option payments were received and netted against other mineral interests during the six months ended March 31, 2022. All option payments received during the six months ended March 31, 2022 are generated from assets located in the U.S.A.

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.
	●	$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.

8.	Long-term investment

As at March 31, 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.

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 March 31, 2022, the Company has 37.96% equity interest in Val-d’Or.

The following table summarizes the changes to investment in associates for the period from November 5, 2021 to March 31, 2022:

	($)
Balance at September 30, 2021		-
Acquisition of marketable securities in merger with Golden Valley		1,360
Addition		409
Share of loss in associate		(251	)
Dilution gain		80
Translation gain		5
Balance at March 31, 2022		1,603

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

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

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 the six months ended at March 31, 2022:

	($)

Draw-down		10,000
Less: transaction costs and fees		(497	)
Interest expense		102
Interest paid		(59	)
Balance at March 31, 2022		9,546

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 six months ended March 31, 2022, the fair value loss of $216 and $52 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 March 31, 2022.

As at March 31, 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 March 31, 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 2.26%, expected life of the Ely Warrant of 1.14 years, expected volatility of 37%, expected dividend yield of 0% and estimated forfeiture rate of 0%. The Company recorded a fair value gain on the warrant derivative liabilities of $2,014 and $1,940 in change in fair value of derivative liabilities in the condensed consolidated statements of comprehensive loss for the three and six months ended 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)

11.

Derivative liabilities (continued)

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		(1,888	)
Balance at March 31, 2022		3,229

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 $86 and $172 as share-based compensation expense for the three and six months ended March 31, 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 $418 was recognized as share-based compensation expense for the three and six months ended March 31, 2022.

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 (Note 7).

On March 22, 2022, the Company issued 35,435 GRC Shares with fair value of $135 to a service provider for the provision of marketing services. The Company amortized the prepaid service fee over the term of the agreement and recognized $7 as share-based compensation expense for the three and six months ended March 31, 2022.

During the six months ended March 31, 2022, the Company issued 247,065 GRC Shares in exchange for the exercise of 1,008,431 Ely Warrants and received gross proceeds of $720.

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:

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

(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 six months ended March 31, 2022, the Company recognized share-based compensation expense of $115 (2021: $214) and $276 (2021: $285) related to the Restricted Shares, respectively.

12.3 Restricted Share Units

As at March 31, 2022, 160,510 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 six months ended March 2022, the Company recognized share-based compensation expense of $111 and $111 related to the RSUs, respectively.

12.4 Reserves

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

	Reserves
	Warrants			Share Options		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		(391	)		-		(391	)
Share options issued to replace Golden Valley Mines and Royalties Ltd.’s share options		-			8,991		8,991
Share-based compensation - share options		-			1,063		1,063
Share-based compensation - restricted stock units		-			111		111
Balance at March 31, 2022		8,814			12,364		21,178

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)

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 March 31, 2022 was 10,350,000 warrants at an exercise price of $7.50 per share and with a weighted average remaining contractual life of 1.95 years.

As at March 31, 2022, there were 14,776,722 Ely Warrants outstanding which are exercisable into 3,620,296 GRC Shares based on a 0.245 exchange ratio. The Ely Warrants has a weighted average exercise price of C$1.04 per GRC Share and with a weighted average remaining contractual life of 1.37 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		509,517			4.77
Forfeited		(4,650	)		4.85
Balance at March 31, 2022		6,019,112			3.44

A summary of share options outstanding and exercisable as at March 31, 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		0.08		0.10		475,457		0.10		0.12
	1.28		62,108		0.01		0.02		62,108		0.02		0.03
	1.32		1,749,583		0.38		1.31		1,749,583		0.48		1.66
	1.88		163,781		0.05		0.08		163,781		0.06		0.10
	2.55		47,116		0.02		0.03		47,116		0.03		0.03
	4.14		100,000		0.07		0.08		25,000		0.02		0.03
	4.62		5,000		0.00		0.00		1,250		0.00		0.00
	4.78		305,000		0.24		0.21		152,500		0.15		0.13
	4.85		201,550		0.16		0.15		101,550		0.10		0.09
	4.93		404,517		0.33		0.32		101,123		0.10		0.10
	5.00		2,505,000		2.08		1.64		1,878,750		1.97		1.55
			6,019,112		3.44		3.94		4,758,218		3.05		3.85

The fair value of the Company’s share options recognized as share-based compensation expense during the three and six months ended March 31, 2022 were $618 (2021: $799) and $1,063 (2021: $799), respectively, using the Black-Scholes option pricing model.

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)

12.5 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 dividend of $1,342 was paid on March 31, 2022 to shareholders of record as of the close of business on March 15, 2022.

13.

Royalty and option income

The following table summarizes income earned by countries:

	Three months ended March 31, 2022						Six months ended March 31, 2022
	($)		($)		($)		($)		($)		($)
		Canada		USA		Total		Canada		USA		Total
Royalty and option income		64		574		638		126		1,045		1,171

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 significant inputs used in this model 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 and equity price 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.

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)

14.2 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.

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 March 31, 2022 was $19,298 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, bank loan 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 March 31, 2022, a 10% change in the market price of these investments would have an impact of approximately $1,421 on net loss.

15.

Related party transactions

15.1 Related Party Transactions

During the three and six months ended March 31, 2022, the Company incurred $249 (2021: $5) and $498 (2021: $28) 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 six months ended March 31, 2022, the Company recognized share-based compensation expense of $209 (2021: $Nil) and $418 (2021: $Nil) in respect of this contract, respectively.

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)

15.1 Related Party Transactions (continued)

Related party transactions are based on the amounts agreed to by the parties. During the six months ended March 31, 2022, the Company did not enter into any contracts or undertake any commitment with any related parties other than as described herein.

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 six months ended March 31, 2022 are as follows:

	For the three months ended March 31				For the six months ended March 31
	2022		2021		2022		2021
	($)		($)		($)		($)
Management salaries		284		94		465		129
Directors’ fees		61		23		97		23
Share-based compensation		690		947		1,130		1,025
		1,035		1,064		1,692		1,177

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

Offer to Acquire Elemental Royalties

On December 20, 2021, the Company announced its intention to offer to acquire all of the common shares (the “Elemental Shares”) of Elemental Royalties Corp. (“Elemental”). On January 11, 2022, the Company formally commenced the offer (the “Elemental Offer”). Under its terms, the Company offered Elemental shareholders 0.27 common shares of the Company in exchange for each Elemental Share, together with certain rights under Elemental’s shareholder rights plan dated December 30, 2021. On May 12, 2022, the Company announced that it had determined to allow the Elemental Offer to expire as the conditions thereto had not been met. No Elemental Shares were acquired by the Company thereunder.

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

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

17.

Subsequent events (continued)

Monarch Mining Corporation Royalty Financing

On April 6, 2022, the Company completed a royalty financing transaction with Monarch Mining Corporation (“Monarch”). Pursuant to the definitive agreement, the Company provided $3,598 (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 $799 (C$1 million) in equity financing to Monarch by participating in its marketed private placement.

The expanded royalties include:

	●	The existing C$2.50 PTR on material from the Beaufor Mine through the Beacon Mill will be increased to C$3.75/t on material from the Beaufor Mine and C$1.25/t 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 will be 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 will be extinguished.
	●	The Company will retain pre-emptive rights on any future PTRs on the Beacon Mill and will retain a right of first refusal on the creation of any additional NSR properties 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.

Exhibit 99.2

GOLD ROYALTY CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2022

(Expressed in thousands of United States Dollars unless otherwise stated)

May 16, 2022

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

General

This management’s discussion and analysis (“MD&A”) of financial condition and results of the operations should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended March 31, 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 six months ended March 31, 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.

Unless otherwise stated, all information contained in this MD&A is as of May 16, 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 195 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 its 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. Currently, the Company directly and indirectly holds 195 royalty interests, including royalty interests on 6 producing projects, 21 developing projects, 31 advanced-exploration projects and 137 early-exploration projects as part of this royalty generator model.

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’s 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 projects.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

Highlights for the Three and Six Months Ended March 31, 2022

For the three and six months end March 31, 2022, highlights included:

	●	Record revenues of $0.6 million and $1.2 million for the three and six months ended March 31, 2022, respectively.
	●	Strong projected revenues for Gold Royalty’s first full fiscal year of business of approximately $5 million with robust and peer-leading multi-year expected growth in revenues as the underground expansion of Canadian Malartic ramps up and the Côté and Beaufor gold mines expect to begin production.
	●	Inaugural quarterly dividend paid during the second quarter of 2022, yielding over 1% annually at current share prices.
	●	Available liquidity⁽¹⁾ of approximately $25.1 million as at March 31, 2022, positioning the Company well for further growth.
	●	During the quarter, the Company continued its rapid growth by:

	○	completing the acquisitions of Abitibi Royalties Inc. (“Abitibi”) and Golden Valley Mines and Royalties Ltd. (“Golden Valley”);
	○	acquiring a royalty on IAMGOLD’s Côté Gold project;
	○	expanding its royalties on Monarch Mining’s Beaufor mine and other gold projects; and
	○	continuing the generation of additional royalties through its Royalty Generator model.

●

Gold Royalty now has 195 royalties focused on the best mining jurisdictions in the Americas.

⁽¹⁾Comprised of cash and marketable securities, net of accounts payable and accrued liabilities.

Select royalty portfolio highlights for the three months ended March 31, 2022 included:

	●	At the Odyssey Project (3.0% net smelter return (“NSR”) royalty), Agnico Eagle Mines Limited (“Agnico Eagle”) announced that underground development and surface construction activities remain on schedule and on budget. There are 15 drills active on the property, with 3 underground drills completing infill drilling on the Odyssey South deposit and 12 surface drills focused on infilling and expanding the East Gouldie mineralization.
	●	At the Beaufor Mine (1.0% NSR and per tonne royalty (“PTR”)), Monarch Mining Corporation (“Monarch”) announced that it secured additional funding from royalty financing from Gold Royalty and is on track to commence production in June of 2022.
	●	At Fenelon (2.0% NSR), Wallbridge Mining Company Limited (“Wallbridge”) disclosed a successful start to their 2022 fiscal year, 115,000 metre drill program with additional high-quality gold intercepts inside its 2021 Mineral Resource estimate. On April 4, 2022, Wallbridge announced the appointment of Anthony Makuch, former CEO of Kirkland Lake Gold, as Chairman of its Board of Directors.
	●	At REN (1.5% NSR and 3.5% net profit interest (“NPI”)), Barrick Gold Corporation (“Barrick”) released a maiden inferred resource estimate earlier this year, and disclosed that it has initiated various mining studies on the geotechnical, ventilation, and dewatering parameters to optimally design this part of the Goldstrike mine.
	●	At Côté Gold Project (0.75% NSR), IAMGOLD Corporation (“IAMGOLD”) updated its guidance of commencing production by extending to the end of 2023 in a press release dated May 3, 2022, while disclosing a likely material increase in capital costs to complete construction of the project. Gold Royalty highlights that it is insulated from cost inflation as a royalty holder.

See “Selected Asset Updates” for further information.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

Recent Developments

The following is a description of selected recent business developments for the six months ended March 31, 2022. See also “Selected Asset Updates” for information regarding recent developments respecting the selected projects in which the Company holds royalty interests.

Offer to Acquire Elemental Royalties

On December 20, 2021, the Company announced its intention to offer to acquire all of the common shares (the “Elemental Shares”) of Elemental Royalties Corp. (“Elemental”). On January 11, 2022, the Company formally commenced the offer (the “Elemental Offer”). Under its terms, the Company offered Elemental shareholders 0.27 GRC Shares in exchange for each Elemental Share, together with certain rights under Elemental’s shareholder rights plan dated December 30, 2021. On May 12, 2022, the Company announced that it had determined to allow the Elemental Offer to expire as the conditions thereto had not been met. No Elemental Shares were acquired by the Company thereunder.

Monarch Mining Corporation 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 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. Pursuant to the transaction, among other things:

	●	the existing C$2.50 PTR on material from the Beaufor Mine through the Beacon Mill was increased to C$3.75/t on material from the Beaufor Mine and C$1.25/t 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 was 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 was extinguished; and

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

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, owned by 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 Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

Revolving Credit Facility

On January 24, 2022, the Company entered into a definitive credit agreement with the Bank of Montreal providing for a $10 million secured revolving credit facility (the “Facility”), that includes an accordion feature providing for an additional $15 million of availability (the “Accordion”).

The Facility is secured against certain assets of the Company and 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 is 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.

As of the date hereof, the Company has drawn $10 million under the Facility.

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 US$0.01 per GRC Share. The dividend was paid on March 31, 2022 to shareholders of record as of the close of business on March 15, 2022.

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.

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 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;
	●	$0.4 million on or before January 14, 2024 and January 14, 2025 and;
	●	$0.5 million on or before January 14, 2026 and January 14, 2027.

Acquisition of Golden Valley and Abitibi

On September 6, 2021, the Company entered into definitive agreements with each of Golden Valley and Abitibi, to acquire all of their outstanding shares by way of statutory plans of arrangements (collectively, the “Golden Valley and Abitibi Arrangements”).

The Golden Valley and Abitibi Arrangements became effective on November 5, 2021. Pursuant to the terms thereof, the Company acquired all the issued and outstanding Golden Valley and Abitibi common shares, as follows:

	●	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 closing 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 the effective time were exchanged for options to purchase 2,498,045 GRC Shares.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

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, 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.

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 Property

The Company holds four royalties on the Canadian Malartic Property, including a 3.0% NSR royalty on portions of the Canadian Malartic mine. The royalty does not apply to the entire mine property, and only applies to a portion of the open pit areas where a majority of production to date has occurred. However, the royalty does apply to portions of the Odyssey, East Malartic, Sladen and Sheehan zones, all of the Jeffrey zone and the eastern portion of the Barnat Extension of the Canadian Malartic Mine Property.

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% can be bought back for $1 million) and a 15% NPI on the Radium Property.

In a press release dated April 28, 2022, Agnico Eagle reported the underground development and surface construction activities for the Odyssey Project remain on schedule and on budget as of the date hereof. It further disclosed that fifteen drills are active on the property, with 3 underground drills completing infill drilling on the Odyssey South deposit and 12 surface drills focused on infilling and expanding the East Gouldie mineralization. The headframe and hoistroom construction continued in the first quarter of calendar year 2022 and the structural steel installation began in early January 2022. Agnico Eagle disclosed that shaft sinking is expected to begin in the fourth quarter of calendar year 2022 and the first underground production it expected to commence in the first half of calendar year 2023.

In a press release dated February 23, 2022, Agnico Eagle disclosed that it had, together with its partner Yamana Gold Inc. (“Yamana”), reviewed the potential to increase capacity in a portion of the tailings facility. However, the parties determined that the best option was to optimize the processing plan in order to improve the production profile during the transition to the Odyssey underground project, which has resulted in an adjustment to the process rate to 51,500 tonnes per day in 2022 and is expected to enhance the financial metrics and cash flow in the near-term. Agnico Eagle further disclosed that the process rate is forecast to return to full capacity of approximately 60,000 tpd in the second half of 2024 as the underground mining operations ramp up.

In its press release dated February 13, 2022, the Agnico Eagle disclosed estimated full year guidance for 2022 is 660,000 ounces (on 100% basis). Such guidance applies to the entire Malartic property and is not limited to the portions covered by the Company’s royalty.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

Jerritt Canyon Mine

The Company holds a 0.5% NSR royalty over the Jerritt Canyon Mine. The Company also holds an additional PTR interest on the Jerritt Canyon processing facility.

On March 10, 2022, First Majestic Silver Corp. (“First Majestic”) reported 68,567 ounces of produced gold for the full year 2021 at the Jerritt Canyon Mine.

On April 18, 2022, First Majestic issued a press release, which included, among other things, the following results and updates for its Jerritt Canyon Mine for the quarter ended March 31, 2022:

	●	20,707 ounces of gold produced, representing a 12% decrease compared to the prior quarter. The decrease was primarily due to adverse weather conditions in January 2022 which resulted in a 10% reduction in tonnes processed. Overall, the mill processed a total of 230,001 tonnes of ore with an average gold grade and recovery of 3.39 g/t and 83%, respectively; and

	●	First Majestic commenced rehabilitation efforts in the West Generator underground mine and expected to begin shipping ore to the plant by the end of the quarter ending June 30, 2022. This new area, along with the rehabilitation of the Saval II underground mine, is anticipated by First Majestic to increase mine throughput and the average gold head grade at the plant in the second half of 2022.

REN Project

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

On May 4, 2022, Barrick announced its results for the first quarter of 2022, which included a presentation by President and CEO, Mark Bristow who highlighted that REN, the northern underground extension of the Goldstrike Mine, was a project that is expected by Barrick to grow in 2022, stating “Ren is another expanding opportunity. Last year we declared a maiden inferred resource of 1.2Moz and recent results have not only confirmed the model but have continued to expand the JB Zone resource to the south. Mineralization remains open at both JB and Corona Corridors. We have initiated various mining studies on the geotechnical, ventilation, dewatering parameters to optimally design this part of the mine.”

Barrick had previously noted they are targeting to bring REN into the Goldstrike mine plan in the short term. In its Q1 2022 results, Barrick disclosed that its previously disclosed maiden inferred resource is expected by Barrick to grow further based on recent exploration results including the following highlights:

	●	MRC-21016: 36.6m at 13.95g/t
	●	MRC-21014: 7.6m at 17.49g/t
	●	MRC-21013: 10.7m at 9.19g/t
	●	MRC-21015: 12.2m at 9.63g/t and 14.0m at 5.25g/t
	●	MRC-21012: 10.7m at 10.22g/t

Côté Gold Project

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

On May 3, 2022 IAMGOLD reported its financial and operating results for the quarter ended March 31, 2022. In such disclosure, IAMGOLD updated its guidance of commencing production at Côté by extending to the end of 2023 while disclosing a likely material increase in capital costs to complete construction at the project. Gold Royalty highlights that it is insulated from cost inflation as a royalty holder.

Despite potential capital cost increases, IAMGOLD disclosed in the project’s technical report that Côté is still positioned to be a robust, Tier I, low-cost and long-life asset with the current mine plan outlining a 36,000 tpd open pit operation with estimated average annual production of 489,000 oz Au over the first 5 years of operation, and average annual production of 367,000 oz Au at an AISC of US$802/oz over the 18-year mine life.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

IAMGOLD disclosed in its press release on May 3, 2022 that the Côté Project is 49% complete with detailed engineering of the project being 96.6% complete. It further disclosed that mining activities during the quarter ended March 31, 2022 focused on overburden pre-stripping and bulk rock excavation in the pit while various facilities are currently under construction at site. It further disclosed that key permits have already been received with some minor permits are expected by it to be obtained before commercial production.

Fenelon

The company holds a 2.0% NSR Royalty over the Fenelon Gold Project in Quebec.

In a press release dated April 7, 2022 Wallbridge announced a successful start to their 2022, 115,000 metre drill program. It disclosed that the program aims to expand the existing resource footprint laterally, in directions where the mineralization is open, while seeking to discover new satellite zones in proximity of the known deposit. In a press release dated March 24, 2022 Wallbridge announce the company had completed approximately 1,800 metres of underground development over the course of 2021 and early 2022, providing access to Area 51 gold mineralization and establishing drilling platforms to be used in future resource drill programs.

In a press release dated April 28, 2022, Wallbridge reported positive assay results from the ongoing drill program at Fenelon, including significant gold mineralization in the Ripley Zone, located one kilometre south of the Fenelon mineral resource footprint. The results demonstrate the potential for this zone to be included in an updated Fenelon mineral resource estimate expected in 2023. It further disclosed that 2022 drilling has also discovered additional high-quality gold intercepts inside the 2021 Mineral Resource estimate and has expanded Area 51 Zone to the southwest.

In a press release dated April 4, 2022 Wallbridge announced that it appointed Anthony Makuch, former CEO of Kirkland Lake Gold, as Chairman of the Board of Directors.

Other Assets

	●	On March 17, 2022, Monarch released additional results from its 2021 underground drilling program on its Beaufor Mine. The results presented here come exclusively from hole BEU-21-30-032, targeting the western strike extension of the Q Zone. The target area returned an impressive 19.05 g/t Au over 6.8 m, including 12.56 g/t Au over 1.4 m and 54.68 g/t Au over 2.0 m. These diamond drill results are significant and exciting as they confirm the continuity of this ore zone for at least 150 m westward along strike and 150 m down-dip. Monarch is continuing its exploration definition drilling, with five underground drill rigs, and expects to restart operations by June 2022.

	●	Calibre Mining Corp. (“Calibre”) announced on January 18, 2022 in a press release, its 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 press release dated March 1, 2022, Fortitude Gold Corp. (“Fortitude”) disclosed its Mineral Reserve statement as of December 31, 2021. Fortitude also disclosed estimated 2022 guidance from the Isabella Pearl Mine to range between 36,000 to 40,000 gold ounces. It further disclosed that the permitting process was started in 2021 to connect the Isabella Pearl Mine to the electrical power grid, a shift that is expected to reduce energy costs by approximately $80,000 per month once complete. The capital cost to switch from diesel power generation to the electric grid is budgeted by Fortitude at approximately $1.6 million and is expected by it to be completed in 2022, subject to NV Energy timeframes. The Company holds a 0.375% gross revenue royalty over the Isabella Pearl Mine in Nevada that generated $0.1 million of royalty revenue to the GRC and its predecessor companies over the last 12 months. Refer to the technical document titled “S-K 1300 Technical Report Summary, Isabella Pearl Mine, Mineral County, Nevada”, dated February 25, 2022.

	●	Gold Standard Ventures Corp. (“GSV”) disclosed in its press release dated March 15, 2022, the filing of the feasibility study on the South Railroad Project. GSV states that this feasibility study supports a technically straightforward open pit mine and run-of-mine heap leach operation with low capital intensity providing rapid payback and a peer leading returns. Refer to the technical report titled “South Railroad Project NI 43-101F Technical Report, Feasibility Study, Elko, Nevada, USA”, dated March 14, 2022.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

		Subsequently, in a press release dated April 18, 2022, GSV announced plans for its 2022 first stage exploration program on its +21,000 hectare land package in Nevada’s Carlin Trend. The first stage program includes approximately 5,700 meters of reverse-circulation and core drilling over 20 holes. Drilling is scheduled to start in May 2022. Based on the results of the first stage exploration program, GSV intends to develop a second stage exploration program to be completed in the Fall and Winter of 2022.

		The Company holds a 0.44% NSR royalty over portions of the Railroad-Pinion Project in Nevada.

	●	GoldMining Inc. (“GoldMining”) disclosed in its press release dated February 28, 2022 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 Inc. 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 April 12, 2022, GoldMining announced that it has commenced a program of exploration drilling on the La Garrucha target, located less than one kilometre 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.

	●	During the period, mining operations at the Rawhide Mine were largely suspended due to working capital constraints of the operator. The Company has been informed that the operator is evaluating strategic options to address the constraint including outright sale. The Company has reviewed the underlying circumstances and has determined to recognize an impairment charge of $3.8 million on its Rawhide royalty during the period ended March 31, 2022.

Further information regarding the foregoing projects and operator disclosures can be found in the applicable disclosures of the operators referenced herein.

COVID-19 Pandemic and Current Economic Environment

The Company continues to closely monitor the ongoing COVID-19 pandemic. While governments have implemented vaccination programs, the COVID-19 pandemic continues to result in widespread global infections and fatalities, market volatility and impacts to global economic activity. From time to time, numerous governments have implemented measures, such as travel bans, quarantines, business closures, shelter-in-place and other restrictions, including restrictions that impact mineral exploration and development and mining activities in many jurisdictions. Despite reductions in such measures and the current vaccination programs being instituted by many governments, there remains significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on the operations of the projects underlying the Company’s interests, on the Company’s employees and on global financial markets.

The Company cannot currently predict whether the recent emergence of new strains or continued infections or fatalities may cause governments to re-impose some or all prior or new restrictive measures, including business closures. Continuing effects of the pandemic, including variants of the virus, could result in negative economic effects which could have a material adverse impact on the Company’s results of operations and financial condition. In addition, the ongoing COVID-19 pandemic and related mobility, travel and other restrictions are expected to continue to impact the Company’s ability to complete site-visits and diligence of potential royalty acquisition opportunities.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

Summary of Quarterly Results

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

	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021
(in thousands of dollars, except per share amounts)	($)			($)			($)			($)
Statement of Loss and Comprehensive Loss
Royalty and option income		638			533			192			-
Net loss		(2,388	)		(6,841	)		(9,216	)		(3,035	)
Net loss per share, basic and diluted		(0.02	)		(0.06	)		(0.17	)		(0.07	)
Dividends declared per share		0.01			-			-			-
Non-IFRS and Other Measures
Adjusted Net Loss*		(3,269	)		(3,540	)		(4,423	)		(2,260	)
Adjusted Net Loss Per Share, basic and diluted*		(0.02	)		(0.03	)		(0.08	)		(0.05	)
Total Gold Equivalent Ounces (“GEOs”)*		345			288			104			-
Cash used in operating activities, excluding changes in non-cash working capital*		(3,177	)		(5,894	)		(6,341	)		(2,249	)
Statement of Financial Position
Total assets		678,035			677,364			279,499			101,368
Total non-current liabilities		138,779			141,450			47,260			-

	March 31, 2021			December 31, 2020			September 30, 2020			From incorporation June 23, 2020 to June 30, 2020
(in thousands of dollars, except per share amounts)	($)			($)			($)			($)
Statement of Loss and Comprehensive Loss
Royalty and option income		-			-			-			-
Net loss		(2,256	)		(500	)		(137	)		(4	)
Net loss per share, basic and diluted		(0.08	)		(0.04	)		(136,837	)		(3,794	)
Dividends declared per share		-			-			-			-
Non-IFRS and Other Measures
Adjusted Net Loss*		(2,227	)		(431	)		(137	)		(4	)
Adjusted Net Loss Per Share, basic and diluted*		(0.08	)		(0.04	)		(136,837	)		(3,794	)
Cash used in operating activities, excluding changes in non-cash working capital*		(1,249	)		(421	)		(137	)		(4	)
Statement of Financial Position
Total assets		103,303			15,928			55			-
Total non-current liabilities		-			-			-			-

* See “Non-IFRS Measures”.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

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 the 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. The increase in net loss in the three months ended March 31, 2022, compared to the three months ended March 31, 2021, is primarily attributed to insurance expense, professional fees incurred for the Elemental Offer and other corporate activities, increase in salaries and share-based compensation due to the addition of employees to support the growth of the business, marketing expense in connection with the Company’s awareness programs, and impairment loss and offset from derivative and marketable securities gain.

For the three and six months ended March 31, 2022, the Company generated revenue of $0.6 million and $1.2 million 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 countries for the periods indicated:

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

During the three and six months ended March 31, 2022, the Company incurred a net loss of $2.4 million and $9.2 million respectively, compared to $2.3 million and $2.8 million for the corresponding periods of 2021. The increase in net loss was primarily the result of increased corporate activity and included one-time, non-recurring costs specific to the acquisitions of Ely, Golden Valley and Abitibi and the Elemental Offer of approximately $5.0 million, an impairment loss of $3.8 million, partially offset by derivative and marketable securities gain.

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 six months ended March 31, 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 between $4.6 million and $4.8 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 document, certain performance measures, including: (i) Adjusted Net Loss; (ii) Adjusted Net Loss Per Share; (iii) cash flows from 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

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:

(in thousands of dollars, except per share amounts)	March 31, 2022			December 31, 2021			September 30, 2021			June 30, 2021
Net loss		(2,388	)		(6,841	)		(9,216	)		(3,035	)
Transaction-related expenses		960			4,058			2,425			810
Share of loss in associate		108			143			-			-
Dilution gain in associate		(80	)		-			-			-
Impairment on royalties		3,821			-			-			-
Change in fair value of derivative liabilities		(1,798	)		(90	)		1,511			-
Change in fair value of short-term investments		(2,707	)		(542	)		168			-
Gain on disposition of short-term investments		(1,168	)		-			-			-
Foreign exchange (gain)/loss		(13	)		(23	)		705			9
Other income		(4	)		(245	)		(16	)		(44	)
Adjusted Net Loss		(3,269	)		(3,540	)		(4,423	)		(2,260	)
Weighted average number of common shares		134,019,359			109,907,519			54,387,749			41,602,391
Adjusted Net Loss Per Share, basic and diluted		(0.02	)		(0.03	)		(0.08	)		(0.05	)

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

(in thousands of dollars, except per share amounts)	March 31, 2021			December 31, 2020			September 30, 2020			From incorporation June 23, 2020 to June 30, 2020
Net loss		(2,256	)		(500	)		(137	)		(4	)
Foreign exchange loss		29			69			-			-
Adjusted Net Loss		(2,227	)		(431	)		(137	)		(4	)
Weighted average number of common shares		26,921,180			11,252,989			1			1
Adjusted Net Loss Per Share, basic and diluted		(0.08	)		(0.04	)		(136,837	)		(3,794	)

	●	GEOs
		Total GEOs are determined by dividing royalty and option income by $1,850/oz (average of $1,700/oz and $2,000/oz). 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.

		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:

	March 31, 2022			December 31, 2022			September 30, 2021			June 30, 2021
(in thousands of dollars)	($)			($)			($)			($)
Net loss		(2,388	)		(6,841	)		(9,216	)		(3,035	)
Items not involving cash:
Depreciation		15			9			5			-
Depletion		488			287			164			-
Interest expense		105			-			-			-
Interest income		(1	)		(2	)		(12	)		(44	)
Share-based compensation		1,146			901			1,068			830
Change in fair value of short-term investments		(2,707	)		(542	)		168			-
Gain on disposition of short-term investments		(1,168	)		-			-			-
Change in fair value of derivative liabilities		(1,798	)		(90	)		1,511			-
Impairment on royalties		3,821			-			-			-
Share of loss in associates		108			143			-			-
Dilution gain in associates		(80	)		-			-			-
Deferred tax recovery		(652	)		167			-			-
Unrealized foreign exchange loss		(66	)		74			(29	)		-
		(3,177	)		(5,894	)		(6,341	)		(2,249	)

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

	March 31, 2021			December 31, 2020			September 30, 2020			From incorporation June 23, 2020 to June 30, 2020
(in thousands of dollars)	($)			($)			($)			($)
Net loss		(2,256	)		(500	)		(137	)		(4	)
Items not involving cash:
Interest income		(8	)		-			-			-
Share-based compensation		1,015			79			-			-
		(1,249	)		(421	)		(137	)		(4	)

Discussion of Operations

Three months ended March 31, 2022, compared to three months ended March 31, 2021

During the three months ended March 31, 2022, the Company had record revenue of $0.6 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.

The Company incurred consulting fees of $0.5 million during the three months ended March 31, 2022. The increase in consulting fees consist of a general increase in corporate activities during the period.

During the three months ended March 31, 2022, the Company incurred management and directors’ fees of $0.3 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 Company’s Chief Executive Officer and directors did not receive salary or directors’ fees before the completion of the Company’s IPO in March 2021.

During the three months ended March 31, 2022, the Company incurred general and administrative costs of approximately $1.5 million. 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 fee. 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 March 31, 2022, the Company incurred professional fees of approximately $1.4 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 the acquisitions of Ely, Golden Valley and Abitibi and the Elemental Offer, total professional fees totaled $0.8 million for the three months ended March 31, 2022.

During the three months ended March 31, 2022, the Company recognized share-based compensation expense of $1.1 million. 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. A further $0.3 million represented the fair value of shares issued by the Company to contractors for marketing services for the three ended March 31, 2022.

During the three months ended March 31, 2022, mining operations at the Rawhide Mine were largely suspended due to working capital constraints of the operator. The Company has been informed that the operator is evaluating strategic options to address the constraint including outright sale. The Company has reviewed the underlying circumstances and has determined to recognize an impairment charge of $3.8 million on its Rawhide royalty during the period ended March 31, 2022.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

During the three months ended March 31, 2022, the Company recognized a fair value gain on its derivative liabilities of $1.8 million. The change is primarily as a result of the remeasurement of the fair value of 8,849,251 warrants to purchase common shares of Ely (an “Ely Warrant”) that were outstanding as at March 31, 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 March 31, 2022, the Company recognized a fair value gain on its short-term investments of $2.7 million resulting from the increase 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 $1.2 million from disposition of marketable securities during the period.

The following table provides a breakdown of selected expenses, which comprise of recurring and transaction specific expenses, for the three months ended March 31, 2022:

	Recurring expenses		Transaction - related expenses		Total
(in thousands of dollars)	($)		($)		($)
Consulting fees		112		375		487
Professional fees		780		585		1,365
		892		960		1,852

Six months ended March 31, 2022, compared to six months ended March 31, 2021

During the six months ended March 31, 2022, the Company earned revenue of approximately $1.2 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.

The Company incurred consulting fees of $3.7 million during the six months ended March 31, 2022, compared to $0.3 million for the same period in 2021. The increase in consulting fees consist of one-time, transaction specific expenses related to corporate development and advisory services in connection with the Company’s acquisitions during the period.

During the six months ended March 31, 2022, the Company incurred management and directors’ fees of $0.6 million compared to $0.2 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 Chief Executive Officer and directors did not receive salary or directors’ fees before the completion of the Company’s IPO in March 2021.

During the six months ended March 31, 2022, the Company incurred general and administrative costs of approximately $2.9 million compared to $0.3 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 fee. 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.

During the six months ended March 31, 2022, the Company incurred professional fees of approximately $3.2 million compared to $0.8 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 $1.5 million for the six months ended March 31, 2022.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

During the six months ended March 31, 2022, the Company recognized share-based compensation expense of $2.0 million compared to $1.1 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. A further $0.6 million represented the fair value of shares issued by the Company to contractors for marketing services for the six months ended March 31, 2022.

During the six months ended March 31, 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 determined to recognize an impairment charge of $3.8 million on its Rawhide royalty during the period ended March 31, 2022.

During the six months ended March 31, 2022, the Company recognized a fair value gain on its derivative liabilities of $1.9 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 March 31, 2022.

During the six months ended March 31, 2022, the Company recognized a fair value gain on its short-term investments of $3.2 million resulting from the increase 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 $1.2 million from disposition of marketable securities during the period.

The following table provides a breakdown of the selected expenses, which comprise of recurring and transaction specific expenses, for the six months ended March 31, 2022:

	Recurring expenses		Transaction -related expenses		Total
(in thousands of dollars)	($)		($)		($)
Consulting fees		354		3,375		3,729
Professional fees		1,538		1,643		3,181
		1,892		5,018		6,910

Liquidity and Capital Resources

	As at March 31,		As at September 30,
	2022		2021
(in thousands of dollars)	($)		($)
Cash and cash equivalents		10,455		9,905
Working capital (current assets less current liabilities)		19,298		6,380
Total assets		678,035		279,499
Total current liabilities		14,583		6,921
Accounts payable and accrued liabilities		5,037		6,921
Total non-current liabilities		138,779		47,260
Shareholders’ equity		524,673		225,318

As at March 31, 2022, the Company had cash and cash equivalents of $10.5 million compared to $9.9 million at September 30, 2021, royalty and other mineral interests with a carrying value of $640.9 million which were acquired through issuances of the Company’s common shares and cash, and accounts payable and accrued liabilities of $5.0 million compared to $6.9 million at September 30, 2021. The increase in current liabilities of $7.7 million over the six months period ended March 31, 2022 was primarily attributed to the drawdown of $10 million from the Facility. As at March 31, 2022, the Company had working capital of $19.3 million as compared to $6.4 million as at September 30, 2021.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

As at March 31, 2022, the Company had available liquidity of approximately $25 million, compared to $4 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 six months ended March 31, 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

Operating Activities

Net cash used in operating activities during the six months ended March 31, 2022 was $15.7 million, which reflected a net loss of $9.2 million offset by non-cash items including the Company’s share-based compensation of $2.0 million and deduction of the non-cash change in fair value of short-term investments and derivative liabilities. Non-cash working capital changes includes a decrease in prepaids and other receivables of $0.4 million and a decrease in accounts payable and accrued liabilities of $1.8 million. Significant operating expenditures during the period included consulting fees, management salaries and directors’ fees, general and administrative costs and professional fees of approximately $10.4 million.

Investing Activities

During the six months ended March 31, 2022, the Company made an investment in royalty and other mineral interests of $15.4 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 $9.6 million and option payments of approximately $1.5 million.

Financing Activities

During the six months ended March 31, 2022, net cash provided by financing activities was $8.8 million which primarily represented net proceeds from drawing down the Facility of $9.6 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 dividend of $1.3 million was paid on March 31, 2022 to shareholders of record as of the close of business on March 15, 2022.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

Contractual Obligations

As at March 31, 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
Royalty financing ⁽¹⁾	$	4,397	$	4,397		-		-		-
Lease obligation	$	232	$	65	$	123	$	44		-
Revolving credit facility	$	9,546	$	9,546		-		-		-
Government loan	$	48		-	$	48		-		-
Total	$	14,223	$	14,008	$	171	$	44		-

Notes:

⁽¹⁾Represents royalty financing transaction with Monarch whereby the Company provided $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 $0.8 million (C$1 million) in equity financing by participating in Monarch’s marketed private placement

Off-Balance Sheet Arrangements

At March 31, 2022, the Company did not have any off-balance sheet arrangements.

Transactions with Related Parties

Related Party Transactions

During the three and six months ended March 31, 2022, the Company incurred $0.2 million and $0.5 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 ending on June 27, 2022. During the three and six months ended March 31, 2022, the Company recognized share-based compensation expense of $0.2 million and $0.4 million, respectively, in respect of this contract.

Transactions with Key Management Personnel

	For the three months ended				For the six months ended
	March 31				March 31
	2022		2021		2022		2021
(in thousands of dollars)	($)		($)		($)		($)
Management salaries		284		94		465		129
Directors’ fees		61		23		97		23
Share-based compensation		690		947		1,130		1,025
		1,035		1,064		1,692		1,177

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 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 six months ended March 31, 2022, the Company tested it 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 currency of its entities if there is a change in events and conditions which determine the primary economic environment.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

●

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. The current and future impact on global commerce is far-reaching. To date there has been significant stock market volatility, significant volatility in commodity and foreign exchange markets, restrictions on the conduct of business in many jurisdictions including the temporary suspension of mining activities and mine development, and the global movement of people and some goods has become restricted. There is significant ongoing uncertainty surrounding COVID-19 and the extent and duration of the impacts that it may have on demand and prices for the commodities relating to the Company’s royalties, on the operations of its partners, on its employees and on global financial markets.

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

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 March 31, 2022 was $19.3 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 six months ended March 31, 2022

Equity price risk

Outstanding Share Data

As at the date hereof, the Company has 134,408,631 common shares, 10,350,000 common share purchase warrants, 160,510 restricted share units and 6,017,562 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 six months ended March 31, 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 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 six months ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

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;
	●	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;

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2022

	●	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 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 document relating to the Company’s royalty and other interests 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 National Instrument 43-101 – Standards for Disclosure of Mineral Projects and a member of Professional Geoscientists Ontario and Engineers and Geoscientists British Columbia.

Additional Information

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

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, David Garofalo, Chief Executive Officer of Gold Royalty Corp., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Gold Royalty Corp. (the “issuer”) for the interim period ended March 31, 2022.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A.

5.3

N/A.

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 16, 2022

/s/ David Garofalo
David Garofalo
Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Josephine Man, Chief Financial Officer of Gold Royalty Corp., certify the following:

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Gold Royalty Corp. (the “issuer”) for the interim period ended March 31, 2022.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A.

5.3

N/A.

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 16, 2022

/s/ Josephine Man
Josephine Man
Chief Financial Officer

Exhibit 99.5

FOR IMMEDIATE RELEASE

GOLD ROYALTY CORP. Announces Record Quarterly Revenues and Provides Portfolio Update

(All Amounts expressed in U.S. dollars unless otherwise noted)

Stock Symbol: GROY (NYSE American)

Vancouver, British Columbia – May 16, 2022 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) announces the filing of its operating and financial results for the three and six months ended March 31, 2022 and is pleased to provide an update on recent asset advancements. The Company will be hosting a Town Hall Meeting to discuss these results on Wednesday, May 25 at 10:00 AM EDT.

David Garofalo, Chairman and CEO of Gold Royalty, commented, “Our second fiscal quarter of 2022 included several meaningful catalysts for the Company. The acquisition of royalties over the Côté Gold Project and expansion of our royalties in the Beaufor Mine further bolstered our near-term cash flow profile. At the same time, we saw several exciting exploration and development advancements from key assets including Odyssey, REN, Fenelon, Tonopah West, and Whistler.”

Highlights for the Three and Six Months Ended March 31, 2022:

●

Record revenues of $0.6 million and $1.2 million for the three and six months ended March 31, 2022, respectively.

●

Strong projected revenues for Gold Royalty’s first full fiscal year of business of approximately $5 million with robust and peer-leading multi-year growth in revenues expected as the underground expansion of Canadian Malartic ramps up and the Côté and Beaufor gold mines begin production.

●

Inaugural quarterly dividend paid during the second quarter, yielding over 1% at current share prices.

●

Available liquidity of $25.1 million, positioning the Company well for further growth.

●

During the quarter, the Company continued its rapid growth with the acquisition of Abitibi Royalties, Golden Valley and royalties on IAMGOLD’s Côté Gold project, expanded royalties on Monarch Mining’s Beaufor and other gold project and continued creation of additional royalties from its Royalty Generator Business. Gold Royalty now has 195 royalties focused on the best mining jurisdictions in the Americas.

For further important information, please refer to the Company’s unaudited financial statements and management’s discussion and analysis for the three and six months ended March 31, 2022, copies of which are available under the Company’s profile at www.sedar.com and www.sec.gov.

Q2 2022 Town Hall Meeting Details

Gold Royalty is pleased to announce that it will host a Town Hall Meeting on Wednesday, May 25 at 10:00 AM EDT.

The Company will be providing an update to interested stakeholders on the Company’s Q2 financial and operating results including key recent catalysts that have been announced on the assets underlying the Company’s royalties. The presentation will be followed by a question-and-answer session where participants will be able to ask any questions they may have of management.

To register for the Town Hall Meeting, please click the link below:

https://www.bigmarker.com/vid-conferences/GoldRoyalty-VID-Forum-a9721d306d2548306a98a631?utm_bmcr_source=GROY

Portfolio Update

Canadian Malartic Partnership (Agnico Eagle & Yamana JV) – Odyssey Underground Project (3.0% NSR) – Odyssey Project Advancing on Schedule

On April 27, 2022 Yamana Gold announced its financial and operational results for the first quarter of 2022 including an update on development advancements at the Odyssey Project. Following significant advancement of the project in 2021, the Odyssey team is focusing on two key milestones:

	●	Initiation of shaft sinking by the fourth quarter of 2022
	●	First gold production from Odyssey South in the first quarter of 2023

Yamana stated that “with a significant production platform, material cash flow generation and a prominent position within Quebec’s Abitibi District, Canadian Malartic will remain one of the Company’s cornerstone assets and one of the more prolific and generational mines in the world, particularly as the Odyssey mine is developed and comes into production. [Yamana] is taking a disciplined approach to the development of Odyssey with a conservative outlook for initial throughput and production. While the Odyssey mine is expected to initially process 20,000 tonnes per day and produce 500,000 to 600,000 ounces per year, based on the current mine plan, the Company recognizes that there is a large inventory of ounces that is not currently in the mine plan. Odyssey ores will be processed through a plant with an original design capacity of over 55,000 tonnes per day, processing closer to 60,000 tonnes per day, which far exceeds the initial expected throughput of Odyssey. The plant was designed for the larger open pit operations that will end later this decade, and while the Company will scale the plant to the level required for the underground operations, that plant capacity will always be there. The Company’s approach at its other mines has been to conduct extensive exploration which provides flexibility to maximize and increase throughput, and a similar approach will be taken with Odyssey, where delineation of extensions of underground mineralized zones and new zones of mineralization is already occurring… The Company firmly believes that in its 10-year outlook period, these efforts will lead to more mining areas that will allow the Company to take advantage of available plant capacity, resulting in ore processing that will exceed 20,000 tonnes per day, and sustainable production will then significantly exceed the initial production plan of 500,000 to 600,000 ounces per year.”

For more information, refer to Yamana Gold’s press release dated April 27, 2022, filed on www.sedar.com.

Nevada Gold Mines (Barrick & Newmont JV) – REN Project (1.5% NSR & 3.5% NPI) – Maiden Resource Expected to Grow in 2022

On May 4, 2022, Barrick Gold announced its results for the first quarter of 2022, which included a presentation by President and CEO, Mark Bristow who highlighted that REN, the northern underground extension of the Goldstrike Mine, was a project that is expected to grow in 2022, stating “Ren is another expanding opportunity. Last year we declared a maiden inferred resource of 1.2Moz and recent results have not only confirmed the model but have continued to expand the JB Zone resource to the south. Mineralization remains open at both JB and Corona Corridors. We have initiated various mining studies on the geotechnical, ventilation, dewatering parameters to optimally design this part of the [Goldstrike] mine.”

Barrick had previously noted they are targeting to bring REN into the Goldstrike mine plan in the short term. The 1.2Moz maiden inferred resource (5.2Mt at 7.3g/t Au) is expected grow further based on recent exploration results including the following highlights:

	●	MRC-21016: 36.6 m at 13.95g/t
	●	MRC-21014: 7.6 m at 17.49g/t
	●	MRC-21013: 10.7 m at 9.19g/t
	●	MRC-21015: 12.2 m at 9.63g/t and 14.0 m at 5.25g/t
	●	MRC-21012: 10.7 m at 10.22g/t

For more information, refer to Barrick’s press release dated May 4, 2022, filed on www.sedar.com

IAMGOLD – Côté Gold Project (0.75% NSR) – Project Remains on Schedule

On May 3, 2022 IAMGOLD reported its financial and operating results for the first quarter ended March 31, 2022. IAMGOLD maintained its guidance of commencing production at Côté by the end of 2023 while disclosing a likely material increase in capital costs to complete construction of the project. Gold Royalty highlights that it is insulated from cost inflation as a royalty holder.

Despite potential capital cost increases, IAMGOLD has disclosed that Côté is still positioned to be a robust, Tier I, low-cost and long-life asset with the current mine plan outlining a 36,000 tpd open pit operation with estimated average annual production of 489,000 oz Au over the first 5 years of operation, and average annual production of 367,000 oz Au at an AISC of US$802/oz over the 18-year mine life.

IAMGOLD disclosed in its May 3, 2022 news release that the Côté Project is 49% complete with detailed engineering of the project being 96.6% complete. Mining activities during the quarter focused on overburden pre-stripping and bulk rock excavation in the pit while various facilities are currently under construction at site. Key permits have already been received with some minor permits expected to be obtained before commercial production.

For more information, refer to IAMGOLD’s press releases dated May 3, 2022, and IAMGOLD’s Technical Report on the Côté Gold Project titled “Technical Report on the Côté Gold Project, Ontario, Canada”, with an effective date of October 18, 2021, filed on www.sedar.com.

Wallbridge Mining – Fenelon Gold Project (2.0% NSR) – Multi-Million Ounce Deposit Begins Realizing its Significant Expansion Potential

Following the sizeable maiden resource estimate at Fenelon in 2021 of 2.1Moz of Indicated gold resources (36.0Mt at 1.84g/t Au) and a further 1.5Moz of Inferred gold resources (29.0Mt at 1.57g/t Au), on April 7, 2022, Wallbridge Mining announced a successful start to their 2022, 115,000 metre drill program. It disclosed that the program aims to expand the existing resource footprint laterally, in directions where the mineralization is open, while seeking to discover new satellite zones in proximity of the known deposit. On March 24, 2022 Wallbridge announce the company had completed approximately 1,800 metres of underground development over the course of 2021 and early 2022, providing access to Area 51 gold mineralization and establishing drilling platforms to be used in future resource drill programs.

On April 28, 2022, Wallbridge reported positive assay results from the ongoing drill program at Fenelon, including significant gold mineralization in the Ripley Zone, located one kilometre south of the Fenelon mineral resource footprint. The results demonstrate the potential for this zone to be included in an updated Fenelon mineral resource estimate expected in 2023. 2022 drilling has also discovered additional high-quality gold intercepts inside the 2021 mineral resource estimate and has expanded Area 51 Zone to the southwest.

On April 4, 2022, Wallbridge announced that it appointed Anthony Makuch, former CEO of Kirkland Lake Gold, as Chairman of the Board of Directors. Mr. Makuch commented ““The management team at Wallbridge has assembled a land package of outstanding scale and quality in the Abitibi region of northwestern Quebec, anchored around its cornerstone projects at Fenelon and Martiniere. Both of these projects have significant growth potential, and there is additional prospectivity and potential for new discoveries.”

For more information, refer to Wallbridge’s press releases dated April 4, 2022; April 7, 2022; and April 29, 2022, filed on www.sedar.com and Wallbridge’s Technical Report on the Detour-Fenelon Gold Trend Property, with an effective date of December 23, 2021, filed on www.sedar.com.

Monarch Mining – Beaufor Mine (1.0% NSR & PTR) – Continued Exploration Success at Depth as Beaufor Prepares for Production

On March 17, 2022, Monarch Mining announced drilling results targeting the western strike extension of the Q Zone at its Beaufor Mine located 20 kilometres east of Val-d’Or, Quebec. The target area returned an impressive 6.8 m at 19.05 g/t Au, including 1.4 m at 12.56 g/t Au and 2.0 m at 54.68 g/t Au. These drill results are significant and exciting as they confirm the continuity of this ore zone for at least 150 m westward along strike and 150 m down-dip. Given the positive results, additional holes are now being drilled to allow the zones in question to be converted into reserves and included in a future mine plan. Monarch Mining is continuing its exploration definition drilling, with five underground drill rigs, and expects to restart operations by June 2022.

“The results of this underground drilling program are very encouraging and continue to show the strong potential of the Beaufor Mine at depth,” said Jean-Marc Lacoste, President and Chief Executive Officer of Monarch. “We are thrilled to be able to confirm the high-grade nature and significant width of the Q Zone towards the west. Additional drilling is definitely warranted to continue expanding this zone.”

For more information, refer to Monarch’s press release dated March 17, 2022, filed on www.sedar.com

GoldMining Inc. – Whistler (1.0% NSR) – Creation of U.S. GoldMining to Drive Forward the Whistler Project

On February 28, 2022 GoldMining Inc. announced the creation of U.S. GoldMining Inc. a new subsidiary with a dedicated board and team focused on advancing the Whistler gold-copper Project located in Alaska, USA. GoldMining Inc. subsequently announced on April 7, 2022 the appointment of Tim Smith as CEO of U.S. GoldMining.

Upon Mr. Smith’s appointment, Alastair Still, Chief Executive Officer of GoldMining commented: “With a proven and successful track record of exploring for gold systems globally for more than 25 years, including as Vice President Exploration for Kaminak Gold where he led the team at the Coffee Gold Deposit in Yukon, Canada and which was acquired by Goldcorp for C$520 million in 2016, and as Regional Director Generative Exploration, North America for Newmont from June 2019 to April 2022, I am delighted to welcome Tim to the GoldMining team.”

GoldMining Inc. further announced on February 28, 2022 that its board of directors has approved a strategy to have U.S. GoldMining operated as a separate public company through an initial public offering or similar transaction.

For more information, refer to GoldMining’s press releases dated February 28, 2022, and April 7, 2022, filed on www.sedar.com

Blackrock Silver – Tonopah West (3.0% NSR) – High Grade Maiden Resource Estimate

On May 2, 2022 Blackrock Silver reported the results of its Maiden Resource Estimate at its Tonopah West project, located in the Walker Lane trend of Western Nevada. The Maiden Resource Estimate outlined a 42.6 Moz silver-equivalent inferred resource (2,975 kt at 208.0 g/t Ag and 2.5 g.t Au).

Andrew Pollard, the Company’s President and CEO, stated, “delivery of this maiden resource represents a historic milestone, as one of the great American silver camps has been re-awakened, at a time where silver serves as much more than just currency, but also as a crucial element required for the emerging global electrified economy. By stope optimizing our initial mineral inventory we’ve engaged the gold standard of detail, rigor and scrutiny for a project of this stage, which further de-risks the deposit while also bolstering the credibility in the baseline credentials of the Tonopah West project. Representing just eighteen months of drilling data, this maiden mineral resource estimate establishes Tonopah West as one of the highest-grade undeveloped silver deposits of size in the world, with substantial resource expansion potential remaining.”

For more information, refer to Blackrock Silver’s press release dated May 2, 2022, filed on www.sedar.com

Additional Selected Highlights

First Majestic Silver Corp. – Jerritt Canyon Mine - (1.0% NSR & PTR) First Majestic produces 7.2M Silver Eqv. Oz in the First Quarter Consisting of 2.6M Oz Silver and 58,892 Oz Gold (press release dated April 18, 2022).

Fortitude Gold Corp. – Isabella Pearl Mine – (0.375% NSR) Fortitude Gold Reports First Quarter Net Income of $0.11 Per Share, Maintains 2022 Production Outlook (press release dated May 4, 2022).

Coeur Mining – Lincoln Hill – (2.0% NSR) Coeur Reports First Quarter 2022 Results (press release dated May 4, 2022).

SSR Mining – Marigold – (0.75% NSR) SSR Mining Reports First Quarter 2022 Results (press release dated May 3, 2022).

Integra Resources – War Eagle – (1.0% NSR) Integra intersects 3.95 g/t AuEq over 77.7M in extension drilling at War Eagle (press release dated May 5, 2022).

Sirios Resources – Cheechoo (2.5% - 4.0% NSR) Sirios Expands its Cheechoo Gold Property (press release dated April 20, 2022).

Sirios Resources – Cheechoo (2.5% - 4.0% NSR) Sirios drills 2.97 g/t Au over 80.0M, including 29.13 g/t over 5.9M on its Cheechoo Gold Project (press release dated March 16, 2022).

	8.	Gold Standard Ventures – Railroad-Pinion – (0.44% NSR) Gold Standard Ventures announces 2022 Exploration Program (press release dated April 18, 2022).

	9.	GoldMining Inc. – La Mina – (2.0% NSR) GoldMining Inc. announces commencement of an expansionary exploration drilling program (press release dated April 12, 2022).

10.

Rex Minerals – Hog Ranch – (2.0% NSR) Soils define new targets: program over entire Hog Ranch begins (ASX and Media Release dated March 30, 2022).

11.

American Pacific Mining Corp – Tuscarora (3.0% NSR) American Pacific Mining Provides Update on Its Tuscarora Project in Nevada (press release dated May 9, 2022).

About Gold Royalty Corp.

Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to 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 attractive returns for its investors. Gold Royalty’s diversified portfolio currently consists primarily of royalties on gold properties located in the Americas.

Gold Royalty Corp.

Telephone: (833) 396-3066

Email: info@goldroyalty.com

Qualified Persons

Alastair Still, P.Geo., Director of Technical Services of the Company, is a “qualified person” as such term is defined under National Instrument 43-101 and has reviewed and approved the technical information disclosed in this news release. Glenn Mullan, a director of the Company, is a “qualified person” as such term is defined under National Instrument 43-101 and has reviewed and approved the technical information pertaining to projects located in Quebec, Canada, disclosed in this news release.

Notice to Investors

Disclosure relating to properties in which Gold Royalty holds royalty or other interests is based on information publicly disclosed by the owners or operators of such properties. The Company generally has limited or no access to the properties underlying its interests and is largely dependent on the disclosure of the operators of its interests and other publicly available information. The Company generally has limited or no ability to verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. In addition, certain information publicly reported by operators may relate to a larger property than the area covered by the Companies interest, which often may only apply to a portion of the overall project area or applicable mineral resources or reserves. It cannot be assumed that all or any part of a measured, indicated or inferred resource will ever be upgraded to a higher category. “Inferred mineral resources” have a greater amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility.

Unless otherwise indicated, the technical and scientific disclosure contained or referenced in this news release, including any references to mineral resources or mineral reserves, was prepared by the project operators in accordance with Canadian National Instrument 43-101 (“NI 43- 101”), which differs significantly from the requirements of the U.S. Securities and Exchange Commission (the “SEC”) applicable to domestic issuers. Accordingly, the scientific and technical information contained or referenced in this press release may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

Cautionary Statement on Forward-Looking Information:

Certain of the information contained in this news release constitutes ‘forward-looking information’ and ‘forward-looking statements’ within the meaning of applicable Canadian and U.S. securities laws (“forward-looking statements”), including but not limited to statements regarding: future plans, estimates and expectations disclosed by the operators of the projects underlying the Company’s interests, including the proposed advancement and expansion of such projects; the results of exploration, development and production activities of the operators of such projects; and the Company’s expectation regarding future revenues. Such statements can be generally identified by the use of terms such as “may”, “will”, “expect”, “intend”, “believe”, “plans”, “anticipate” or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including assumptions of management regarding the accuracy of the disclosure of the operators of the projects underlying the Company’s projects, their ability to achieve disclosed plans and targets, macroeconomic conditions, commodity prices, and the Company’s ability to finance future growth and acquisitions. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, any inability to any inability of the operators of the properties underlying the Company’s royalty interests to execute proposed plans for such properties or to achieved planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, the influence of macroeconomic developments as well as the impact of, and response of relevant governments to, COVID-19 and the effectiveness of such responses and the ability of the Company to carry out its growth plans and other factors set forth in the Company’s Annual Report on Form 20-F for the year ended September 30, 2021 and its other publicly filed documents under its profiles at www.sedar.com and www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.