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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

Date of event requiring this shell company report: Not applicable

For the transition period from October 1, 2022 to December 31, 2022

Commission File Number: 001-40099

Gold Royalty Corp.

(Exact name of Registrant as specified in its charter)

1030 West Georgia Street, Suite 1830

Vancouver, BC V6E 2Y3

(604) 396-3066

(Address of principal executive offices)

Andrew Gubbels, Chief Financial Officer

1030 West Georgia Street, Suite 1830

Vancouver, BC V6E 2Y3

Tel: (604) 396-3066

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the transition report:

On December 31, 2022, the issuer had 143,913,069 common shares, without par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, "accelerated filer" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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TABLE OF CONTENTS

BASIS OF PRESENTATION

Unless otherwise indicated, references in this transition report on Form 20-F (this “Transition Report”) to “Gold Royalty”, “GRC”, “the Company”, “we”, “us” and “our” refer to Gold Royalty Corp., a company incorporated under the laws of Canada, together with its subsidiaries unless the context requires otherwise.

We express all amounts in this Transition Report in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “C$” are to Canadian dollars.

We have made rounding adjustments to some of the figures included in this Transition Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

References herein to: (i) "NSR", mean a net smelter return royalty; (ii) NPI, mean a net profit interest royalty; and (iii) "PTR", mean a per tone (or ton) royalty.

PRESENTATION OF FINANCIAL INFORMATION

We report under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), which may not be comparable to financial data prepared by many United States companies. We present our financial statements in U.S. dollars.

Explanatory Note

In December 2022, we announced a change of our fiscal year end from September 30 to December 31. As a result, we are required to file this Transition Report for the transition period of October 1, 2022 to December 31, 2022. After filing this Transition Report, our next fiscal year end will be the fiscal year ending December 31, 2023. We note that this Transition Report is filed pursuant to Rule 13a-10(g)(4) of the Securities Exchange Act of 1934, as amended, which permits us to respond to only Items 5, 8.A.7., 13, 14 and 17 or 18 of Form 20-F.

GLOSSARY OF TECHNICAL TERMS

Abbreviations

In this Transition Report, the abbreviation “Au” is used to express gold, and the following abbreviations are used to express units of measurement and shorthand reference to types of royalty interests:

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Gold Royalty Corp.

Management’s Discussion and Analysis

For the three months ended December 31, 2022

The following discussion and analysis of our financial condition and results of operations should be read together with Item 3.A. “Selected Consolidated Financial Data” of our Annual Report on Form 20-F for the year ended September 30, 2022 (the “Annual Report” and our consolidated financial statements and related notes appearing elsewhere in this Transition Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Transition Report and in our Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those set forth in the Item 3.D. “Risk Factors” section of our Annual Report, our actual results could differ materially from the results described in or implied by these forward-looking statements. Please also see the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

General

Management’s discussion and analysis in this Item 5 are intended to provide the reader with a review of the factors that affected our performance during the periods presented, including matters that have affected reported operations, and matters that are reasonably likely based on management’s assessment to have a material impact on future operations and results.

This management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of Gold Royalty Corp., for the three months ended December 31, 2022, should be read in conjunction with our audited consolidated financial statements and the notes thereto for the three months ended December 31, 2022.

Our financial statements for the three months ended December 31, 2022, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). This MD&A refers to various Non-IFRS measures. Non-IFRS measures do not have standardized meanings under IFRS. Accordingly, non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. To facilitate a better understanding of these measures as we have calculated herein, additional information has been provided in this MD&A. See “Non-IFRS Measures” in this section for detailed descriptions and reconciliations.

Unless otherwise stated, all information contained in this MD&A is as of March 27, 2023. Unless otherwise stated, references herein to “$” or “dollars” are to United States dollars and references to “C$” are to Canadian dollars. Reference in this MD&A to the “Company” and “GRC” mean Gold Royalty Corp., together with its subsidiaries unless the context otherwise requires.

Change of Fiscal Year End
 

In December 2022, our board of directors approved a change in our fiscal year end from September 30 to December 31. As a result, this MD&A includes financial information for the transition period from October 1, 2022, through December 31, 2022. Prior to the three months ended December 31, 2022 our fiscal year ended on September 30. In this transition report on Form 20-F (the "Transition Report"), we include financial results for the three months transition period ended December 31, 2022, compared to the financial results for the three months ended December 31, 2021.
 

Business Overview

We are a precious metals focused royalty company offering creative financing solutions to the metals and mining industry. Our diversified portfolio includes 216 royalties across properties of various stages, including 7 royalties on production stage properties.

Our head office and principal address is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3, Canada. Our common shares and common share purchase warrant are listed on the NYSE American under the symbols “GROY” and “GROY.WS”, respectively.

Business Strategy

Our 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 investors.

In carrying out our long-term growth strategy, we seek and continually review opportunities to expand our 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, we act as a source of financing to mining companies for the development and exploration of projects.

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

We generally do not conduct development or mining operations on the properties in which we hold interests and we are not required to contribute capital costs for these properties. We may, from time to time, conduct non-material exploration related activities to advance our royalty generator model.

Summary of Results

The following table sets forth selected financial information for the three months transition period ended December 31, 2022, the three month ended December 31, 2021, and the most recently completed fiscal years ended September 30, 2022 and 2021, respectively:

* See “Non-IFRS Measures”.

Fiscal Highlights for three months ended December 31, 2022

Summary of Quarterly Highlights
 

Select royalty portfolio highlights include:

Selected Developments

The following is a description of selected developments respecting our business since the beginning of the three months ended December 31, 2022. See also “ – Selected Asset Updates” for information regarding recent developments respecting the selected projects in which we hold royalty interests.

Val d'Or Mining Royalties and Strategic Alliance

On December 1, 2022, through our subsidiaries, we entered into an agreement (the "VZZ Agreement") with Val d'Or Mining Corporation ("VZZ"), whereby, among other things, our subsidiary Golden Valley Mines and Royalties Ltd. ("Golden Valley") would

transfer to VZZ interests in 12 prospective properties held by it in exchange for royalties thereon. The subject properties are located in Québec and Ontario. The transactions under the VZZ Agreement were completed in January 2023, pursuant to which Golden Valley:

Royalty Referral and Strategic Alliance

On December 1, 2022, we entered into a strategic alliance with International Prospect Ventures Ltd. ("IZZ"), which provides us with a right of first refusal on any royalty or similar interest sold by IZZ in Australia. The strategic alliance also includes a royalty referral arrangement which will provide us with the opportunity to acquire certain royalties identified by IZZ in Australia in consideration for which IZZ will retain an interest in the underlying royalty on a carried-basis. The strategic alliance, including the royalty referral arrangement and right of first refusal, are subject to us and our affiliates holding at least 10% of the outstanding common shares of IZZ. As of the date of this Transition Report, we own approximately 11% of the outstanding common shares of IZZ.

Expanded Revolving Credit Facility
 

On February 13, 2023, we announced an amended and restated credit agreement with the Bank of Montreal and the National Bank of Canada to expand its existing secured revolving credit facility by $10 million to $35 million. The expanded credit facility consists of a $20 million secured revolving credit facility (the “Facility”), with an accordion feature providing for an additional $15 million of availability, as further described below.

The Facility, secured against the assets of the Company, will be 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. The Facility has a maturity date of March 31, 2025. The exercise of the Accordion is subject to certain additional conditions and the satisfaction of financial covenants.
 

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

Dividend Reinvestment Plan (“DRIP”)

On February 16, 2023, we adopted the Gold Royalty Corp. Dividend Reinvestment Plan (the “DRIP”). In the event that we declare a cash dividend on our common shares, eligible shareholders who have enrolled in the DRIP will be able to receive such dividend in the form of common shares. At our election, the common shares distributed under the DRIP will either be newly issued shares acquired from us (a “treasury acquisition”) or shares purchased on the open market (a “market acquisition”), or any combination thereof. At our discretion, common shares may be purchased in a treasury acquisition at a discount of up to 5% of the “average market price,” as defined in the DRIP, with such discount to be determined by the Company from time to time in its sole discretion and announced by way of press release. As of the date of hereof, the discount is set at 3%. Shareholders that do not participate in the DRIP will continue to receive cash dividends in the usual manner.

Selected Asset Updates

The following is a summary of selected recent developments announced by the operators of the properties underlying certain of our royalties. Please refer to our Annual Report on Form 20-F for the year ended September 30, 2022 for additional information regarding our interests.

Canadian Malartic Property

We hold four royalties on portions of the Canadian Malartic Property, including a 3.0% NSR royalty on portions of the Canadian Malartic mine and Odyssey Mine in Québec, Canada. This royalty currently applies to a portion of the open pit areas (the eastern end of the Barnat Extension) where a majority of production to date has occurred. The royalty also applies to portions of the Odyssey, East

Malartic, Sladen and Sheehan zones, and all of the Jeffrey zone within the Canadian Malartic Mine Property. The Canadian Malartic Property is owned and operated by Agnico Eagle.

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

For more information, refer to Agnico Eagle’s news releases dated October 26, 2022, November 4, 2022, and February 16, 2023, available under Agnico Eagle’s profile on www.sedar.com

Côté Gold Project

We hold a 0.75% NSR royalty over the southern portion of the Côté Gold Project ("Côté") in Ontario, Canada.

On November 8, 2022, IAMGOLD announced its third quarter 2022 results including an update on construction at the Côté Gold Project in Ontario. IAMGOLD commented: "The Côté Gold Project is approximately 64% complete and advancing well following the schedule and cost update released in the summer. With approximately 1,500 workers on site, the project is nearing peak capacity and has seen significant progress in the third quarter towards the target of production in early 2024. The announced sale of Rosebel to Zijin Mining last month represents the first significant step towards addressing the funding commitments to deliver Côté Gold. The remaining funding alternatives are well advanced and we expect to be able to provide further updates in the fourth quarter."

On December 19, 2022, IAMGOLD announced that it had reached an agreement to amend the Côté Gold Joint Venture Agreement with Sumitomo Metal Mining Co., Ltd. and SMM Gold Cote Inc. ("Sumitomo"). Under the Agreement, commencing in January 2023, Sumitomo will contribute certain of IAMGOLD's funding amounts to the Côté Gold Project that in aggregate are expected to total approximately $340 million over the course of 2023. As a result of Sumitomo funding such amounts, IAMGOLD will transfer, in aggregate, an approximate 10% interest in Côté to Sumitomo and IAMGOLD will remain the operator of the Côté Gold Project.
 

For more information, refer to IAMGOLD’s news releases dated November 8, 2022, December 19, 2022, December 20, 2022, and February 16, 2023 available under its profile at www.sedar.com.

Ren Project

We hold a 1.5% NSR and a 3.5% NPI over the Ren Project ("Ren"), part of Barrick’s Carlin Complex, in Elko County, Nevada, USA.

On November 3, 2022, Barrick announced its third quarter results including an update on its Ren Project, a growth prospect at the Carlin complex in Nevada. At Ren, drilling continues to grow inferred resources for the end of 2022 in the significantly sheared JB Zone, as well as the confidence in the continuity of mineralization in the structurally complex Corona Corridor, where MRC-22002 drilled within the highly sheared Devonian Rodeo Creek formation returned 16.0 meters (TW 9.1 meters) at 17.35 g/t Au. Assays are pending for other drillholes to test continuity of high-grade mineralization within the JB Zone. Results are expected to further expand the inferred resource footprint. Remaining drilling this year will continue to focus on the exploration potential in the JB Zone and expand the western Corona Corridor.

On February 15, 2023, Barrick announced its financial and operating results for the full year of 2022, including updates on the Carlin Complex.

For further information, refer to Barrick’s news release dated November 3, 2022 and February 15, 2023 available under its profile at www.sedar.com.

Granite Creek Mine Project

We hold a 10.0% NPI over the Granite Creek Mine in Humboldt County, Nevada, USA.

On November 8, 2022, i-80 announced its third quarter operating results including an operational update on its Granite Creek Mine Project in Nevada. Drilling continued at Granite Creek during the quarter testing resource expansion targets and delineation on the Ogee Zone and South Pacific Zone ("SPZ") with multiple high-grade intercepts reported. Drilling targets were expansion and delineation of the newly discovered SPZ as well as delineation drilling that targeted the Otto, Adam Peak, Range Front and Ogee fault zones with underground drilling.

On March 14, 2023, i-80 announced its operating and financial results for the year ended December 31, 2022 including an update and recap of progress at the Granite Creek Mine Project during the year. The 2022 underground drill program at Granite Creek was focused on delineating mineralization for mining as well as upgrading and expanding resources expected to provide the bulk of mineralization to be mined in the following twelve months. Multiple underground levels have been developed, especially on the Ogee Zone, and i-80 continued to extend the decline to depth, with the goal of initiating access to the new South Pacific Zone located immediately below and to the north of the underground mine workings. i-80 targets to complete underground drilling and bring the newly discovered South Pacific Zone into the Granite Creek mine plan in 2023. In the upper parts of the mine, high-grade gold mineralization was being defined in the Otto, Adam Peak and Range Front horizons, while from the lower levels drilling was focused on defining mineralization in the Ogee Zone that is expected to be the primary zone in the near future. The amount of drilling completed as of December 31, 2022 totaling 25,569 feet was in line with i-80’s drilling plan.

For further information, refer to i-80’s news release dated November 8, 2022 available under its profile at www.sedar.com

Jerritt Canyon Mine

We hold a 0.5% NSR royalty over the Jerritt Canyon Mine in Elko County, Nevada, USA. We also hold an incremental per ton royalty interest on the Jerritt Canyon processing facility.

On October 18, 2022, First Majestic announced its third quarter production including an operational update on the Jerritt Canyon Mine in Nevada. During the quarter, Jerritt Canyon produced 16,299 ounces of gold, representing a 13% decrease compared to the prior quarter. The decrease was primarily due to a 15% decrease in tonnes milled in order to complete its annual maintenance overhaul of the dual roasters in September which resulted in an increased ore stockpile of approximately 27,600 tonnes due to the planned 14-day maintenance shutdown.

To increase mine production, First Majestic has disclosed plans to complete a secondary escapeway in the West Generator mine in late October, which it believes will allow for a major increase in ore deliveries and gold production. First Majestic has disclosed it anticipates increased gold grades and increased quantity of fresh ore feed to the plant by approximately 50% as a result of the new ore feed at West Generator mine and the expected restart of its Saval II mine in November. During the quarter, a total of nine underground drill rigs completed 53,714 meters of drilling on the property.

On January 19, 2023, First Majestic announced production results for the fourth quarter of 2022 and outlined production guidance for 2023. Jerritt Canyon produced 16,845 ounces of gold during the three months ended December 31, 2022. The secondary escapeway in the West Generator mine was completed in November 2022 allowing for improved ore production although a severe cold weather disturbance in December limited haulage and deliveries to the plant. It further discloses that with the additional ramp up of Smith Zone 10 and the restart of the Saval II mine, gold production at Jerritt Canyon is expected by First Majestic to be between 119,000 to 133,000 ounces in 2023, representing a mid-point increase of 74% compared to 2022.
 

First Majestic also disclosed its exploration plans for 2023. At Jerritt Canyon, approximately 112,900 metres are planned to drill a mixture of surface and underground infill, step-out, and exploratory holes to support the life of mine and test the presence of new ore bodies. Surface exploration will aim to test newly identified targets on the property, including follow up drilling from recent drill intercepts at Winters Creek and Waterpipe II. Underground drilling is planned for SSX, Smith and West Generator where the focus is to replicate the Smith Zone 10 success by targeting above the water table, near active development mineralization to facilitate a fast turnaround to mining.

On March 20, 2023 First Majestic announced it is taking action to reduce overall costs by reducing investments, temporarily suspending all mining activities and reducing its workforce at Jerritt Canyon effective immediately. During the suspension, First Majestic intends to process approximately 45,000 tonnes of aboveground stockpiles through the plant. Exploration activities are expected to also continue throughout 2023 with additional plans to:

As a result of the suspension, the First Majestic’s previous production and cost guidance for Jerritt Canyon can no longer be relied upon. First Majestic’s revised consolidated production and cost guidance, including capital investments, are expected to be published in July.

In light of the suspension announcement, we performed an impairment test at December 31, 2022. For further information refer to the financial statements.

For more information, refer to First Majestic’s news release dated October 18, 2022 and January 19, 2023, available under its profile at www.sedar.com.

Fenelon Gold Project

We hold a 2.0% NSR royalty over the Fenelon Gold Project in Québec, Canada.

On January 17, 2023 Wallbridge announced an updated mineral resource estimate for the Fenelon Gold project prepared under NI 43-101. The updated mineral resource estimate is expected to form the foundation for Wallbridge's upcoming preliminary economic assessment ("PEA") of Fenelon, which is expected to be completed in Q2 2023

Wallbridge also announced its 2023 exploration plan which includes 15,000 meters of drilling on the Fenelon project. The 15,000 metres of drilling planned for Fenelon, which remains open laterally and at depth in multiple directions, will follow up on recent exploration results (see Wallbridge press releases dated November 8 and December 8, 2022) that continue to expand the known gold system. The 2023 program will focus on completing large-spaced drill step-outs on known gold zones and testing extensions of the main host rocks

(Jeremie Diorite, Main Gabbro), as well as structures that are recognized as being important in controlling gold mineralization (Sunday Lake Deformation Zone, Jeremie Fault, and other secondary fault zones) to potentially discover new gold zones. In addition, Wallbridge will continue de-risking the project with further technical studies, environmental and permitting activities.

For more information, refer to Wallbridge’s news release dated January 17, 2023, available under its profile at www.sedar.com.

Railroad-Pinion Project

We hold a 0.436% NSR royalty over portions of the Railroad-Pinion Project in Elko County, Nevada, USA.

On February 9, 2023 Orla Mining Ltd. (“Orla”) provided an update on its exploration activities on its South Railroad Project (“South Railroad”) in 2022 and an overview of exploration plans for 2023. The resumption of exploration activities in mid-2022 resulted in promising drill results from multiple satellite oxide mineralized zones and targets across the 21,000-hectare South Railroad land package. Infill and selected step-out drilling was performed with the objective to upgrade inferred resources at the Pinion SB, POD, Sweet Hollow and Jasperoid Wash oxide deposits, define potential new resources at the Dixie mineralized zone, and advance the early-stage LT target. Inferred mineral resource estimates for Pinion SB, POD, Sweet Hollow, and Jasperoid Wash are expected to be updated in the second half of 2023, incorporating assay and metallurgical test study results from the 2022 core and reverse circulation (“RC”) drill program, as well as from historical drill holes. Orla outlined a $10 million exploration budget for South Railroad in 2023 which would include approximately 22,400 metres of drilling (16,500 metres of RC drilling and 5,900 metres of core).

For more information, refer to Orla Mining's news releases dated February 9, 2023, available under its profile at www.sedar.com.

Gold Rock Project

We hold a 0.5% NSR royalty over the Gold Rock Project in White Pine County, Nevada, USA.

On November 22, 2022, Calibre announced results from its 2022 drill program at its 100% owned Gold Rock Project located in the Battle Mountain – Eureka gold trend. The initial purpose of the 2022 drill program was to de-risk the Gold Rock Project, near-surface oxide project through infill and condemnation drilling, geo-metallurgical classification, and structural modelling. During the program, Calibre intersected high-grade, sulphide mineralization in areas previously untested by drilling. The 2023 drill program at Gold Rock Project will focus on testing higher grade mineralization targets at depth.

On February 7, 2023, Calibre announced its 2023 resource expansion drill programs which outlined a US$9 million exploration budget for 40,000 meters of drilling focused on new discoveries outside the fence at both Pan and Gold Rock. There are numerous discovery opportunities along a 5 km trend south of the Pan resource area and centered on the new Coyote discovery to be drilled following up on recent drilling success. Calibre’s generative program is also underway including mineral alteration classification and structural interpretation.

For more information, refer to Calibre's news release dated November 22, 2022 and February 7, 2023, available under its profile at www.sedar.com.

Whistler Gold-Copper Project

We hold a 1.0% NSR royalty over the Whistler Project in Alaska, USA.

On February 27, 2023, GoldMining Inc. (“GoldMining”) announced it created a new subsidiary, U.S. GoldMining Inc. ("U.S. GoldMining"), which will be focused on advancing the Whistler gold-copper Project, located in Alaska, USA. GoldMining's 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. On February 27, 2023, GoldMining announced that U.S. GoldMining had filed a registration statement in respect of its initial public offering.

For more information, refer to GoldMining’s news release dated February 27, 2023, available under its profile at www.sedar.com.

Overall Performance

Selected Financial Information

The following table sets forth selected financial information for the three months transition period ended December 31, 2022, the three months ended December 31, 2021, and the most recently completed fiscal years ended September 30, 2022 and 2021, respectively:

* See “Non-IFRS Measures”.

During the three months ended December 31, 2022 and December 31, 2021, respectively, we incurred a net loss of $2.2 million and $6.8 million, or net loss per share of $0.02 and $0.06. The decrease in net loss was primarily the result of reduced expenses related to acquisition-related activities.

We had revenue of $0.6 million and $0.5 million for the three months ended December 31, 2022 and December 31, 2021, respectively. Such revenue primarily related to revenue generated from the portfolio of royalties and optioned mineral properties that were acquired through the acquisitions of Ely Gold Royalties Inc. ("Ely"), Golden Valley and Abitibi Royalties Inc. ("Abitibi").

During the three months ended December 31, 2022, and December 31, 2021, we had $1.1 million and $1.0 million in Total Revenue and Option Proceeds, respectively, of which $0.6 million and $0.5 million were credited against the carrying value of mineral properties for the three months ended December 31, 2022, and December 31, 2021, respectively. See "Non-IFRS Measures".

The increase in total revenue to $3.9 million for year ended September 30, 2022, was primarily related to revenue generated 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.

During the year ended September 30, 2022, we earned $5.7 million in Total Revenue and Option Proceeds, of which $1.8 million was credited against the carrying value of mineral properties. See "Non-IFRS Measures".

During the year ended September 30, 2022, net loss increased from $15.0 million to $17.3 million as we incurred consulting and professional fees and other expenses in connection with project evaluation and corporate development, addition of employees and operating expenses incurred for the Ely, Abitibi and Golden Valley operations. Total assets increased from $279.5 million to $688.6 million which was primarily attributed to the additional royalties acquired during the year ended September 30, 2022, of which $366.1 million was acquired through the business combination with Golden Valley and Abitibi.
 

Total non-current financial liabilities of $9.7 million as at September 30, 2022 mainly represents the outstanding balance of the Facility of $9.4 million.
 

See Selected 2022 Developments” for further information regarding our activities during the three months ended December 31, 2022.

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

Discussion of Operations

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

During the three months ended December 31, 2022, we had total revenue of $0.6 million, consisting of royalty income of $0.4 million, advance mineral royalty payment of $0.05 million and option income relating to other mineral interests of $0.1 million, compared to

$0.5 million for the three months ended December 31, 2021, which consisted of royalty income of $0.4 million, advance mineral royalty payment of $0.05 million and option income relating to other mineral interests of $0.05 million.

The following provides a breakdown of our revenue by assets for the periods indicated:

Others consist of royalty income on Isabella Pearl Mine of $0.03 million, advance mineral royalty payment of $0.05 million, and option income of $0.10 million for the three months ended December 31, 2022. For the three months ended December 31, 2021, others consisted of royalty income on Isabella Pearl Mine of $0.03 million, advance mineral royalty payment of $0.05 million, and option income of $0.08 million.

During the three months ended December 31, 2022, we incurred consulting fees of $0.2 million, compared to $3.2 million for the three months ended December 31, 2021. The decrease in consulting fees primarily related to reduced costs in connection with evaluation and transaction activities. Consulting fees in the three months ended December 31, 2021 comprised primarily of fees related to advisory services incurred in connection with project evaluation and corporate development activities. In the three months ended December 31, 2021, consulting fees included $3.0 million of one-time, non-recurring transaction specific amounts related to corporate development and advisory services in connection with the Company's acquisitions during the period.

During the three months ended December 31, 2022 and December 31, 2021, we incurred management and directors’ fees of $0.4 million and $0.2 million, respectively. 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.

During the three months ended December 31, 2022, we incurred general and administrative costs of $1.7 million which primarily consist of insurance expense of $0.4 million, investor communications and marketing expenses of $0.6 million incurred in connection with our awareness programs, transfer agent and regulatory fees of $0.1 million, office and technology expenses of $0.2 million, and employee salaries and benefits of $0.4 million. During the three months ended December 31, 2021, we incurred general and administrative costs of $1.4 million, which primarily consist of insurance expense of $0.6 million, investor communications and marketing expenses of $0.3 million incurred in connection with the Company's awareness programs, transfer agent and regulatory fees of $0.1 million, office and technology expenses of $0.2 million and salaries, wages and benefits of $0.2 million. The increase in general and administrative costs was primarily the result of the consolidation of administrative expenses incurred by Ely, Golden Valley and Abitibi after their respective acquisitions.

During the three months ended December 31, 2022 and December 31, 2021, we incurred professional fees of $0.7 million and $1.8 million, respectively. Professional fees primarily consist of transaction-related expenses for transactions under evaluation, audit fees and legal fees for general corporate and securities matters. Excluding one-time, non-recurring costs related to the acquisitions of Ely, Golden Valley and Abitibi and the Elemental Offer, total professional fees totaled $0.8 million during the three months ended December 31, 2021.

During the three months ended December 31, 2022 and December 31, 2021, we recognized share-based compensation expense of $1.1 million and $0.9 million, respectively. For the three months ended December 31, 2022, $0.2 million was related to the vesting of restricted share units, $0.8 million related to the vesting of our share options issued to our management, directors, employees and consultants, and the amortization of the fair value of shares issued by the Company to contractors for marketing services of $0.1 million. For the three months ended December 31, 2021, $0.2 million was related to the vesting of performance based restricted shares awarded in 2020, and $0.4 million represented the fair value of share options issued by the Company to management, directors, employees and consultants of the Company. A further $0.3 million represented the fair value of shares issued by the Company to contractors for marketing services.

During the three months ended December 31, 2022 and December 31, 2021, we incurred mining claims maintenance expense of $0.04 million and $0.06 million, respectively. The maintenance expenses were paid to maintain mineral properties acquired as part of the acquisition of Ely, Golden Valley and Abitibi.

During the three months ended December 31, 2022 and December 31, 2021, we recognized a fair value gain on our derivative liabilities of $0.3 million and $0.09 million. The fair value gain recognized was a function of the changes in our share price, estimated volatility

and interest rate, which are inputs to the remeasurement of the fair value of the outstanding share purchase warrants of Ely (an "Ely Warrant") that were outstanding as at December 31, 2022 and December 31, 2021, respectively. The warrants expire on May 21, 2023.

During the three months ended December 31, 2022 and December 31, 2021, we recognized a fair value gain on our short-term investments of $1.1 million and $0.5 million, respectively. The gain recognized resulted from the increase in the fair value of marketable securities. Short-term investments are measured at fair value with references to closing foreign exchange rates and the quoted share price in the market.

During the three months ended December 31, 2022, we incurred interest expenses of $0.3 million on the Facility. No interest expense was incurred during the three months ended December 31, 2021.

Year ended September 30, 2022, compared to year ended September 30, 2021

During the year ended September 30, 2022, we earned total revenue of $3.9 million, consisting of royalty income of $3.1 million, advance mineral royalty payment of $0.4 million and option income relating to other mineral interests of $0.4 million. The following provides a breakdown of our revenue by assets for the periods indicated:

Others consist of royalty income on Isabella Pearl Mine of $0.1 million, advance mineral royalty payment of $0.5 million, and option income of $0.5 million for the year ended September 30, 2022.

During the year ended September 30, 2022, we incurred consulting fees of $4.1 million, which consisted primarily of advisory services in connection with project evaluation and corporate development, as well as consulting and advisory fees of $3.0 million in connection with the acquisition of Golden Valley and Abitibi. In the previous fiscal year, we incurred consulting fees of $2.7 million.
 

During the year ended September 30, 2022, we incurred management and directors’ fees of $1.9 million, compared to $1.2 million in the previous fiscal period. Management and directors’ fees primarily consist of salaries and bonuses paid or payable to members of senior management and fees paid or payable to our directors. Bonuses paid to our key management personnel during the year ended September 30, 2022 and 2021 were $0.5 million and $0.5 million, respectively. Our directors did not receive directors' fees before the completion of the initial public offering in March 2021.

During the year ended September 30, 2022, we incurred general and administrative costs of $5.9 million, compared to $2.9 million in the previous fiscal period. The major components of the general and administrative costs for the year ended September 30, 2022 included insurance expense of $2.0 million as compared to $1.3 million in the previous fiscal year, investor communications and marketing expenses of $1.4 million incurred in connection with our awareness programs as compared to $1.1 million in the previous fiscal year, transfer agent and regulatory fees of $0.5 million as compared to $0.2 million in the previous fiscal year, office and technology expenses of $0.8 million as compared to $0.2 million in the previous fiscal year, and employee salaries and benefits of $1.1 million as compared to $0.1 million in the previous fiscal year. The increase in general and administrative costs was primarily the result of increased corporate development and marketing 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 initial public offering.

During the year ended September 30, 2022, we incurred professional fees of $4.2 million as compared to $2.5 million in the previous fiscal year. Professional fees primarily consisted of transaction-related expenses for completed transactions (including our 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 acquisition of Ely, Golden Valley and Abitibi and our offer to acquire Elemental, total professional fees was approximately $2.1 million for the year ended September 30, 2022.

During the year ended September 30, 2022, we recognized share-based compensation expense of $3.1 million as compared to $3.3 million in the previous fiscal year, of which $0.3 million was related to the vesting of performance based restricted shares as compared to $0.4 million in the previous fiscal year, $0.3 million was related to the vesting of restricted share units, $1.6 million represents the vesting of our share options issued to our management, directors, employees and consultants as compared to $2.2 million in the previous

fiscal year. The share-based compensation expense also included the amortization of the fair value of shares issued by the Company to contractors for marketing services of $0.9 million for the year ended September 30, 2022.

During the year ended September 30, 2022, we incurred mining claims maintenance expense of $0.2 million. The maintenance expenses were paid to maintain mineral properties acquired as part of the acquisition of Ely, Golden Valley and Abitibi.

During the year ended September 30, 2022, mining operations at the Rawhide Mine were suspended due to working capital constraints. Rawhide’s management are evaluating strategic options to address the constraint including outright sale. We have reviewed the underlying circumstances and have recognized an impairment charge of $3.8 million on the Rawhide royalty during the year ended September 30, 2022.

During the year ended September 30, 2022, we recognized a fair value gain on our derivative liabilities of $4.6 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 September 30, 2022. The fair value gain was a function of changes in our share price, estimated volatility and interest rate.

During the year ended September 30, 2022, we recognized a fair value loss on our short-term investments of $0.6 million resulting from the decrease in the fair value of marketable securities. Short-term investments are measured at fair value with references to closing foreign exchange rates and the quoted share price in the market.

We incurred interest expenses of $0.6 million on the Facility during the year ended September 30, 2022. No interest expense was incurred by the Company in the previous year as the Facility was drawn down in February 2022. As a result of extending the maturity date of the Facility, we recognized a gain on the loan modification of $0.3 million during the year ended September 30, 2022.

Summary of Quarterly Results

The following table sets forth our selected quarterly financial results for each of the three month periods indicated:

* See “Non-IFRS Measures”.

Changes in net loss from quarter to quarter for the period from incorporation to date have been affected primarily by increased corporate activity following our initial public offering, 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, offset by royalty and option income earned.

The decrease in net loss in the three months ended December 31, 2022, compared to three months ended December 31, 2021, is primarily attributed to a decrease in consulting fee of $3.1 million, insurance fees of $0.1 million, professional fees of $1.2 million and our share of loss in VZZ of $0.1 million, offset by an increase in management and directors’ fees of $0.2 million, salaries, wages and benefits of $0.1 million, investor communications and marketing expenses of $0.2 million and share-based compensation expense of $0.2 million.

Outlook
 

Gold Royalty expects to receive $5.5 million and $6.5 million in Total Revenues and Option Proceeds in 2023 based on the production guidance published to date by the operators of the properties underlying the Company’s interests, a forecasted gold price ranging from $1,700 per ounce to $2,000 per ounce and expected payments on optioned properties. The Company expects to incur $7.0 million to $8.0 million in recurring cash operating expenses in 2023, a midpoint decrease of 30% compared to fiscal 2022. Gold Royalty is poised to generate net free cash flow in 2024 when a number of its growth projects ramp up in production, including the long-life cornerstone mines at Cote and Odyssey.
 

The foregoing projected outlook constitutes forward-looking information and is intended to provide information about management’s current expectations for the Company’s 2023 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 and that operators of optioned properties will elect to make all expected option payments over the period. This section includes forward-looking statements. See “Forward-Looking Statements”.
 

Non-IFRS Measures

We have included, in this document, certain performance measures, including: (i) Adjusted Net Loss; (ii) Adjusted Net Loss Per Share; (iii) GEOs; (iv) cash flows from operating activities, excluding changes in non-cash working capital; (v) cash flows from operating activities, excluding changes in non-cash working capital and transaction-related expenses; and (vi) Total Revenue and Option Proceeds, 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 is calculated by deducting the following from net income: transaction-related expenses, share of (gain)/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, gain on loan modification, foreign exchange gain/(loss) and other income/(expense). Adjusted Net Loss Per Share, basic and diluted have been determined by dividing the Adjusted Net Loss by the weighted average number of common shares for the applicable period. We included this information as management believes that they are useful measures of performance 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:

Total GEOs are determined by dividing revenue by the following average gold prices:

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