GOLD ROYALTY ADOPTS SHAREHOLDER RIGHTS PLAN

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Board and Particular Committee act to guard and maximize worth for shareholders

Gold Royalty Corp. (“Gold Royalty” or the “Firm”) (NYSE American: GROY) introduced right now that its board of administrators (the “Board”), on the advice of a just lately shaped particular committee of its unbiased administrators (the “Committee”), has adopted a shareholder rights plan (the “Plan”) efficient instantly.

After reviewing current buying and selling volumes and exercise, the Board adopted the Plan to assist be sure that all shareholders of the Firm are handled equally and pretty within the occasion of any unsolicited take-over bid or different try to accumulate management of the Firm (together with by means of a “creeping take-over bid”). In respect of such transactions, the Plan is meant to, amongst different issues:

encourage potential bidders to deal with Gold Royalty shareholders pretty and equally and protect management premiums and worth for shareholders; and
present the Board and shareholders satisfactory time to appropriately reply on an knowledgeable foundation, and shield relevant authorized rights.

The Plan was not adopted in response to any particular take-over bid or different proposal to accumulate management of the Firm, and the Firm just isn’t conscious of any such pending or contemplated take-over bid or different proposal.

Pursuant to the Plan, one proper will likely be issued in respect of every excellent Gold Royalty widespread share on the report date, being November 17, 2025 and thereafter, one proper will routinely connect to every new widespread share issued by Gold Royalty. Every proper will change into exercisable if an individual acquires useful possession of 15% or extra of the excellent widespread shares with out complying with the permitted bid provisions of the Plan. In such circumstances, every proper will entitle the holder (aside from the buying individual) to buy extra Gold Royalty widespread shares at a reduction to the then prevailing market value. The Plan features a mechanism that applies a better 20% threshold to any entity that, along with its associates and joint actors, just isn’t get together to any standstill or related association with the Firm.

The issuance of the rights is not going to have an effect on buying and selling of the GRC widespread shares, and no additional motion is required by shareholders. The Plan has an preliminary time period of three years, offered that it’s ratified by shareholders inside twelve months of its adoption. If the Plan just isn’t ratified by shareholders, the Plan, and any rights issued thereunder, will terminate.

The Plan is contained in an settlement between the Firm and TSX Belief Firm, as rights agent, dated November 5, 2025, the total textual content of which is out there on the Firm’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The abstract of the Plan contained herein is certified in its entirety by the total textual content of the Plan.

About Gold Royalty Corp.

Gold Royalty Corp. is a gold-focused royalty firm providing artistic financing options to the metals and mining business. Its mission is to spend money on high-quality, sustainable, and accountable mining operations to construct a diversified portfolio of valuable metals royalty and streaming pursuits that generate superior long-term returns for our shareholders. Gold Royalty’s diversified portfolio at present consists primarily of internet smelter return royalties on gold properties positioned within the Americas.

Cautionary Assertion on Ahead-Trying Info:

Sure of the data contained on this information launch constitutes “forward-looking data” and “forward-looking statements” inside the which means of relevant Canadian and U.S. securities legal guidelines (collectively, “forward-looking statements”), together with however not restricted to statements relating to: expectations relating to the advantages of the Plan for the Firm and Shareholders, the ratification of the Plan by the Firm’s shareholders and the timing thereof and the Firm’s focus and mission. Such statements could be typically recognized by means of phrases similar to “might”, “will”, “count on”, “intend”, “consider”, “plans”, “anticipate” or related phrases. Ahead-looking statements are primarily based upon sure assumptions and different necessary elements, together with assumptions of administration relating to the accuracy of the disclosure of the operators of the tasks underlying the Firm’s tasks, their capability to attain disclosed plans and targets, macroeconomic circumstances, commodity costs, and the Firm’s capability to finance future development and acquisitions. Ahead-looking statements are topic to quite a lot of dangers, uncertainties and different elements which can trigger the precise outcomes to be materially totally different from these expressed or implied by such forward-looking statements together with, amongst others, any incapability to any incapability of the operators of the properties underlying the Firm’s royalty pursuits to execute proposed plans for such properties or to achieved deliberate growth and manufacturing estimates and objectives, dangers associated to the operators of the tasks wherein the Firm holds pursuits, together with the profitable continuation of operations at such tasks by these operators, dangers associated to exploration, growth, allowing, infrastructure, working or technical difficulties on any such tasks, the affect of macroeconomic developments, the flexibility of the Firm to hold out its development plans and different elements set forth within the Firm’s Annual Report on Type 20-F for the yr ended December 31, 2024 and its different publicly filed paperwork underneath its profiles at www.sedarplus.ca and www.sec.gov. Though the Firm has tried to establish necessary elements that might trigger precise outcomes to vary materially from these contained in forward-looking statements, there could also be different elements that trigger outcomes to not be as anticipated, estimated or supposed. There could be no assurance that such statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, readers mustn’t place undue reliance on forward-looking statements. The Firm doesn’t undertake to replace any forward-looking statements, besides in accordance with relevant securities legal guidelines.

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