Gold Royalty Corp. announces private placement of of $40,000,000 principal amount of 10% Unsecured Convertible Debentures for gross proceeds of $40,000,000 on December 5, 2023.The Debentures will be unsecured and carry a 10% coupon over a 5-year term, of which 70% (equal to 7% per annum) is payable in cash and 30% (equal to 3% per annum) is payable in Common Shares issuable at a price equal to the 20-day volume-weighted average trading price calculated at each interest payment date. The Debentures will be convertible at the holder's option into Common Shares at a conversion price of $1.90, equal to a 30% premium to the 20-day VWAP at the date of this announcement.

The Offering is subject to the satisfaction of customary closing conditions, including, among other things, receipt of applicable stock exchange approval and the absence of certain material adverse changes. The transaction included participation from Queen's Road Capital Investment Ltd. for $30,000,000 and by Taurus Mining Royalty Fund L.P for $10,000,000 of debentures. The Company will be entitled to redeem the Debentures at par within a period of fourteen days from the third anniversary of the date of the issuance of the Debentures.

Should the Company exercise its right to redeem the Debentures during this period, the holders are entitled to convert all of the outstanding Debentures into Common Shares at a conversion price of $1.75, equal to a 20% premium to the 20-day VWAP at the date of this announcement.