Gold Royalty : MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022

GOLD ROYALTY CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022

August 15, 2022

Gold Royalty Corp.

Management's Discussion and Analysis

For the three and nine months ended June 30, 2022

General

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

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

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

Business Overview

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

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

Business Strategy

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

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

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

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

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Gold Royalty Corp.

Management's Discussion and Analysis

For the three and nine months ended June 30, 2022

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

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

• Gross revenues of $1.9 million and $3.1 million, respectively.
• Commencement of production at the Beaufor mine and its Beacon Mill in July 2022, and the recent commencement of royalty payments from the Borden mine.
• In the nine months ended June 30, 2022, the Company continued the execution of its acquisition strategy completing the acquisition of Abitibi Royalties Inc. ("Abitibi") and Golden Valley Mines and Royalties Ltd ("Golden Valley"), acquiring a royalty on the Côté Gold Project and expanding its royalties on the Beaufor mine.
• Cash, cash equivalents and marketable securities of approximately $17.1 million as at June 30, 2022, positioning the Company well for further growth. This excludes an accordion feature in the revolving loan facility with Bank of Montreal providing for an additional $15.0 million of availability, subject to certain conditions (the "Accordion").
• On April 6, 2022, the Company completed a royalty financing transaction with Monarch Mining Corporation ("Monarch"). Pursuant to the definitive agreement, the Company provided approximately $3.6 million (C$4.5 million) in additional royalty financing to Monarch in exchange for increasing the size of the Company's existing royalties and provided an additional $0.8 million (C$1 million) in equity financing to Monarch by participating in its marketed private placement.
• On March 1, 2022, the Company completed the acquisition of an existing 0.75% net smelter return ("NSR") royalty on a portion of the Côté Gold Project, located in Ontario Canada, owned by IAMGOLD Corporation ("IAMGOLD"), as the operator, and Sumitomo Metal Mining Co. Ltd. The Company paid total consideration to a third-party holder of $15.8 million for the royalty at closing, which comprised of $15 million in cash and the issuance of 207,449 GRC Shares.
• Gold Royalty now holds 198 royalties with focus on the best mining jurisdictions in the Americas (2021 Fraser Institute of Mining Attractiveness Index).

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

• Odyssey Project (3.0% NSR royalty): Yamana Gold Inc. ("Yamana") announced on July 7, 2022, that production was ahead of plan at the Odyssey project. It further disclosed that permitting at the project remains on schedule while construction is on track and on budget with first production from Odyssey South expected in the first quarter of 2023. On July 27, 2022, Yamana announced positive exploration results from Odyssey which it expected could significantly expand the project's inferred resource envelope.
• Côté Gold Project (0.75% NSR): IAMGOLD announced a project update on August 3, 2022, including updated costs to complete, project economics and life-of-mine ("LOM") plan to be included in a new technical report for the Côté Gold project. The updated mine plan outlined an 18-year mine life with initial production expected in early 2024 and average annual production of 365,000 ounces over the LOM with average all-in sustaining costs of $854 per ounce gold ("/oz Au") sold. Costs to complete increased to $1,908 million however Gold Royalty is insulated from cost inflation as an NSR holder.
• REN (1.5% NSR and 3.5% net profit interest ("NPI")): Barrick Gold Corporation ("Barrick") announced on August 8, 2022, that resources at REN are expected to grow in 2022 as the project advances to feasibility.

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Gold Royalty Corp.

Management's Discussion and Analysis

For the three and nine months ended June 30, 2022

• Borden Mine (0.5% NSR): Gold Royalty recognized royalty and other payments of $1.35 million during the quarter related to its royalty over the mine operated by Newmont Corporation ("Newmont") located in Ontario, Canada.
• Beaufor Mine (1.0% NSR and per tonne royalty ("PTR")): Monarch announced on July 5, 2022, that it commenced processing of Beaufor Mine material at its Beacon Mill. It further announced on July 27, 2022, that it achieved a milestone by producing its first gold bar.
• Fenelon (2.0% NSR): Wallbridge Mining Company Limited ("Wallbridge"), in news releases dated April 8, 2022, May 30, 2022, June 7, 2022, and July 26, 2022, announced several updates to its 115,000 metre ("m") 2022 drill program, which expanded the lateral footprint of the deposit beyond its 2021 maiden mineral resource estimate.
• Jerritt Canyon (0.5% NSR and per ton royalty): First Majestic Silver Corp. ("First Majestic") announced on July 20, 2022, that it produced 18,632 ounces of gold during the quarter and that rehabilitation and exploration investments are expected to increase average grade, production, and reduce all-in sustaining costs in the second half of 2022.

See "Selected Asset Updates" for further information.

Recent Developments

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

At-the-Market Program

On August 15, 2022, the Company entered into an equity distribution agreement (the "Distribution Agreement") with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright

• Co. LLC, Haywood Securities Inc., Laurentian Bank Securities Inc., Laurentian Capital (USA) Inc., Raymond James Ltd. and Raymond James & Associates Inc. (collectively, the "Agents"), providing for the issuance of up to $50 million of GRC Shares from treasury to the public from time to time pursuant to an "at the market" equity program (the "ATM Program").

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

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

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

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

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Gold Royalty Corp.

Management's Discussion and Analysis

For the three and nine months ended June 30, 2022

Monarch Royalty Financing

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

• the pre-existing C$2.50 PTR on material from the Beaufor Mine through the Beacon Mill is increased to C$3.75 PTR on material from the Beaufor Mine and C$1.25 PTR on material from the McKenzie Break, Croinor Gold, and Swanson properties;
• the pre-existing 2.50% NSR royalties on Monarch's McKenzie Break, Croinor Gold, and Swanson properties is increased to a 2.75% NSR over the properties;
• Monarch's pre-existing 1.25% NSR royalty buyback rights on the McKenzie Break, Croinor Gold, and Swanson properties are extinguished; and
• the Company retains pre-emptive rights on any future PTRs on the Beacon Mill and retains a right of first refusal on the creation of any additional royalty interest over the McKenzie Break, Croinor Gold, and Swanson properties.

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

Acquisition of Royalty on Côté Gold Project

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

Revolving Credit Facility

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

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

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

Inaugural Quarterly Cash Dividend Program

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

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

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