Gold Royalty : Management's Discussion and Analysis for the Three Months Ended December 31, 2022

GOLD ROYALTY CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2022, AND

YEARS ENDED SEPTEMBER 30, 2022 AND 2021

March 27, 2023

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:

Three months ended December 31, December 31,September 30,	Year ended September 30,
2022 2021 2022	2021
(in thousands of dollars, except per share amounts) ($) ($) ($)	($)
Total revenue 582 533 3,944	192
Net loss (2,204) (6,841) (17,346)	(15,006)
Net loss per share, basic and diluted (0.02) (0.06) (0.14)	(0.45)
Dividends declared per share 0.01 - 0.03	-
Non-IFRS and Other Measures
Total Revenue and Option Proceeds* 1,131 1,018 5,724	222
Adjusted Net Loss* (3,373) (3,540) (12,462)	(9,338)
Adjusted Net Loss Per Share, basic and diluted* (0.02) (0.03) (0.10)	(0.28)
Total Gold Equivalent Ounces ("GEOs")* 336 297 2,156	104
Cash flow used in operating activities, excluding changes in non-
cash working capital* (2,315) (5,894) (12,169)	(9,088)
Cash flow used in operating activities, excluding changes in non-
cash working capital and transaction related expenses* (2,200) (1,836) (6,576)	(5,853)

September 30,

192

(15,006)

(0.45)

-

222 (9,338) (0.28)

104

(9,088)

(5,853)

* See "Non-IFRS Measures".

Fiscal Highlights for three months ended December 31, 2022

Summary of Quarterly Highlights

• • Total Revenue and Option Proceeds of $1.1 million for the three months ended December 31, 2022, an 11% increase from the three months ended December 31, 2021. "Total Revenue and Option Proceeds is a non-IFRS Measure. See "Non-IFRS Measures".

• • With approximately $35 million in available liquidity, inclusive of a $15 million accordion feature in its credit facility (available subject to certain additional conditions), the Company is positioned well for further growth.

• • The Company forecasts between $5.5 million and $6.5 million in Total Revenues and Option Proceeds in 2023.

• • Gold Royalty now holds 216 royalties with a focus on the top ranked mining jurisdictions in the Americas (Fraser Institute Annual Survey of Mining Companies 2021 Investment Attractiveness Index).

• • Gold Royalty declared its fifth consecutive quarterly dividend in 2022, yielding over 1.8% at current share prices.

Select royalty portfolio highlights include:

• • Odyssey Project (3.0% NSR over the northern portion of the project): On February 16, 2023, Agnico Eagle Mines Limited ("Agnico Eagle") disclosed that the Canadian Malartic mine and the Odyssey mine will now form the Canadian Malartic Complex with initial production from the underground Odyssey mine expected to commence in March 2023, with production ramping up through the remainder of the year. Infill drilling continues to expand and upgrade mineral resources. 102,000 metres of exploration drilling is planned for 2023 at Odyssey with four key objectives: conversion of resources to higher confidence at East Gouldie; testing the extents of East Gouldie; converting extensions of the Odyssey South deposit; and further exploration of additional internal zones at Odyssey.

• • Côté Gold Project (0.75% NSR royalty over the southern portion of the project): On February 16, 2023, IAMGOLD Corporation ("IAMGOLD") disclosed that, as of December 31, 2022, the Côté Gold project was estimated to be approximately 73% complete. It further disclosed that IAMGOLD believes that the aggregate proceeds from the sale of its interest in the Rosebel mine, the anticipated proceeds from the sale of the Bambouk assets and funds to be provided by Sumitomo under the

joint venture for the mine will meet the estimated remaining funding requirements for the completion of construction at the Côté Gold Project based on the current schedule and estimate. IAMGOLD further stated that the Côté Gold project is expected to commence production in early 2024 when it is expected to become Canada's third largest gold mine by production.

• • Ren Project (1.5% NSR royalty and 3.5% NPI): On February 15, 2023, Barrick Gold Corporation ("Barrick") announced its 2022 results, including a corporate presentation that highlighted an increase in inferred resources at Ren and stated that growth is expected to continue in 2023.

• • Fenelon Gold Project (2.0% NSR royalty over the majority of the project): On January 17, 2023 Wallbridge Mining Company Limited ("Wallbridge") announced an updated mineral resource estimate for the Fenelon Gold project. The updated mineral resource estimate is expected to form the foundation for Wallbridge's upcoming preliminary economic assessment of Fenelon, which is the second quarter of 2023.

• • Granite Creek Mine Project (10.0% NPI): On March 14, 2023, i-80 provided an update and recap of progress at the Granite Creek Mine Project during the 2022. 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.

• • Jerritt Canyon Mine (0.5% NSR royalty & PTR): 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 several additional plans for optimization of the asset. As a result of the suspension, 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. Gold Royalty notes that Jerritt Canyon accounts for less than 2% of its portfolio net asset value based on consensus estimates.

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:

• • divested mineral rights and other interests to VZZ and retained a 0.5% to 1.0% NSR royalty on the following properties located in Québec and Ontario: Bogside, Bogside NW, Cheechoo B East, Island 27, Matachewan, Munro, North Contact, Recession Larder, Riverside, Sharks, Smokehead and Titanic;

• • assigned to VZZ certain mineral rights and interests under an option agreement with Eldorado Gold (Québec) Inc. and retained a 1.5% NSR royalty on the Claw Lake, Cook Lake and Murdoch Creek properties in Ontario and the Perestroika Prospect in Québec; and

• • retained a right of first refusal on any royalty or similar interest that VZZ intends to sell, transfer or otherwise dispose of. Such right of first refusal is subject to our and our affiliates holding at least 10% of the outstanding common shares of VZZ. As of the date of this Transition Report, we own approximately 35% of the outstanding common shares of VZZ.

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.

• • On October 26, 2022, Agnico Eagle announced that construction and development activities remain on schedule at Odyssey with shaft sinking activities expected to commence in early January 2023 and initial production from the Odyssey South ramp expected in March 2023. It disclosed that the expanded third quarter drill program focused on infill drilling at Odyssey South, on drill testing the Odyssey Internal zones and on infill and step-out drilling at East Gouldie.

• • On November 4, 2022 Agnico Eagle and Pan American Silver Corp. ("Pan American") announced that they had delivered a definitive binding offer to the board of directors of Yamana pursuant to which Pan American would acquire all of the issued and outstanding common shares of Yamana and Yamana would sell certain subsidiaries and partnerships which hold Yamana's interests in its Canadian assets to Agnico Eagle, including the Canadian Malartic mine and Odyssey project, located in Québec. On February 16, 2023 Agnico Eagle announced that the acquisition of Yamana's Canadian assets is expected to close in March 2023.

• • On February 16, 2023 Agnico Eagle announced, among other things that:

  • o Underground development remains on schedule with initial production and start of shaft sinking expected in March 2023 and that delineation drilling of the Internal Zones at Odyssey South in 2022 showed potential to add production in 2024 to 2026.

  • o Exploration in 2023 is expected to focus on further testing of the Internal Zones, expanding the East Gouldie Zone to the east and west and mineral resource conversion. Drilling will also be carried out to test other near surface and underground opportunities to leverage excess mill capacity and infrastructure. Agnico Eagle expects to spend a total of approximately $21.8 million for 164,000 metres of drilling at Canadian Malartic. Exploration at the Odyssey project