Gold Royalty Corp. (NYSEAM:GROY) (GRC) entered into definitive agreement to acquire Golden Valley Mines And Royalties Ltd. (TSXV:GZZ) for approximately CAD 160 million on September 6, 2021. Under the terms of agreement, each holder of the common shares of Golden Valley will receive 2.1417 Gold Royalty shares for each Golden Valley share held. Such share exchange ratio implies consideration of CAD 11.76 per Golden Valley share. In a related transaction, Gold Royalty Corp. (NYSEAM:GROY) also entered into definitive agreement to acquire Abitibi Royalties Inc. (TSXV:RZZ) on September 6, 2021. Golden Valley Mines And Royalties and Abitibi Royalties will be acquired by way of statutory plans of arrangement. At closing, existing Gold Royalty, Abitibi Royalties (excluding Golden Valley's ownership in Abitibi Royalties) and Golden Valley shareholders will own approximately 54%, 23% and 23%, respectively, of Gold Royalty after giving effect to the arrangement (GRC) on a fully diluted and in-the-money basis. The agreement also provides for a termination fee of CAD 5 million to be paid by Golden Valley to Gold Royalty. The agreement provides for a reciprocal expense reimbursement of CAD 1.0 million if the agreement is terminated under certain circumstances. Upon closing of the transaction, Golden Valley Shares will be delisted from trading on the TSXV. GRC will continue to be led by a highly credible and established management team with a track record of creating value and sourcing accretive transactions. Glenn Mullan, Chief Executive Officer, President and Chairman of Golden Valley, who will be joining GRC's Board of Directors on completion of the transactions.

Completion of arrangement is subject to approval of at least 66 2/3% of the votes cast by applicable shareholders of Golden Valley at the applicable meeting, and approval of a simple majority of the votes cast by applicable shareholders of Golden Valley excluding certain shareholders as required under Multilateral Instrument 61-101, completion of arrangement contemplated under Abitibi Royalties agreement, requisite court and stock exchange approvals, and dissent rights not having been exercised by holders of more than 5% of the Golden Valley Shares. The directors, senior officers and certain shareholders of Golden Valley, holding in the aggregate approximately 38.0% of the issued and outstanding common of Golden Valley, have entered into voting support agreements with Gold Royalty, pursuant to which they have agreed to vote their shares in favor of their respective arrangements at the applicable shareholder meeting. The boards of directors of Golden Valley have formed special committee of independent directors to consider the proposed transaction and following the receipt and review of the recommendations from their special committee, have unanimously approved the agreement and recommend that their shareholders vote in favor of the arrangement. Golden Valley Mines And Royalties' shareholders meeting is scheduled on October 29, 2021. Each of the directors and officers of Golden Valley and certain other shareholders have entered into a support and voting. The transaction has been approved by court. The transaction has been approved by the shareholders of Golden Valley at the meeting held on October 29, 2021. The transaction is expected to close in the fourth quarter of 2021. As of October 29, 2021, the transaction is expected to completed on November 5, 2021.

BMO Capital Markets and Raymond James Ltd. are acting as financial advisors to Gold Royalty, Rod Talaifar of Sangra Moller LLP is acting as Canadian legal advisor, Lavery de Billy, LLP is acting as Québec legal advisor and Haynes & Boone LLP is acting as U.S. legal advisor to Gold Royalty. Maxit Capital LP is acting as financial advisor to Golden Valley and provided fairness opinion to the Golden Valley special committee. Zahra Ramji of Getz Prince Wells LLP is acting as legal advisor to Golden Valley. Morgan Hay of Maxis Law Corporation is acting as legal advisor to the special committee of Golden Valley. PI Financial Corp provided fairness opinion to Board of Golden Valley and acted as financial advisor for special committee of Golden Valley. Maxit will be paid a fixed fee of CAD 500,000 plus applicable taxes while Maxit is to receive a transaction fee equal to CAD 1,466,520 plus applicable taxes. TSX Trust Company acted as transfer agent for Gold Royalty. Odyssey Trust Company acted as depository, transfer agent and registrar for Golden Valley.

Gold Royalty Corp. (NYSEAM:GROY) (GRC) completed the acquisition of Golden Valley Mines And Royalties Ltd. (TSXV:GZZ) on November 5, 2021. Gold Royalty Corp. issued an aggregate of 29,478,273 common shares to shareholders of Golden Valley Mines And Royalties Ltd., upon completion of the transaction. In a related transaction, Gold Royalty also completed the acquisition of Abitibi Royalties Inc. on November 5, 2021. In connection with completion of the transactions, Glenn J. Mullan, former Chief Executive Officer, President and Chairman of Golden Valley, was appointed to the Board of Directors of Gold Royalty.