Gold Royalty Corp. (NYSEAM:GROY) entered into a letter of intent to acquire Abitibi Royalties Inc. (TSXV:RZZ) from Golden Valley Mines And Royalties Ltd. (TSXV:GZZ) and others for approximately CAD 320 million on August 22, 2021. Gold Royalty Corp. (NYSEAM:GROY) entered into definitive agreement to acquire Abitibi Royalties Inc. (TSXV:RZZ) from Golden Valley Mines And Royalties Ltd. (TSXV:GZZ) and others for approximately CAD 320 million on September 6, 2021. Under the terms of the agreement with RZZ, which was negotiated at arms-length, each holder of the common shares of RZZ will receive 4.6119 Gold Royalty common shares for each RZZ held. Such share exchange ratio implies consideration of CAD 25.33 per RZZ Share and a premium of approximately 22% to RZZ shareholders based on the 20-day volume weighted average price of the Gold Royalty Shares and RZZ Shares ending on September 3, 2021. At closing, existing Gold Royalty, RZZ (excluding Golden Valley's ownership in RZZ) 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. In a related transaction Gold Royalty Corp is acquiring Golden Valley Mines and Royalties. The agreements also provide for a termination fee of CAD 10 million to be paid by RZZ to Gold Royalty in case of termination of the agreement. On completion, Glenn J. Mullan will be joining the Gold Royalty Board of Directors.

The transaction is subject to approval of at least 66 2/3% of the votes cast by applicable RZZ shareholders at the applicable meeting; approval of a simple majority of the votes cast by applicable RZZ shareholders excluding certain shareholders as required under Multilateral Instrument 61-101; the Interim Order and the Final Order shall each have been obtained, the Gold Royalty Shares to be issued to RZZ Shareholders in exchange for their RZZ Shares pursuant to the Plan of Arrangement shall be exempt from registration requirements of the U.S. Securities Act and shall be freely transferable under applicable U.S. Securities Laws; the key regulatory approvals shall have been obtained; the agreement shall not have been terminated in accordance with its terms; Dissent rights shall not have been exercised by holders of more than 5% of the RZZ shares; the GZZ arrangement agreement shall continue to be in full force and effect and there shall not be any termination thereof by the parties thereto and it is also conditional on completion of Golden Valley acquisition. The RZZ Board of Directors have unanimously approved the transaction and resolved to recommend that the shareholders vote in favor of transaction. The boards of directors of each of Abitibi Royalties and Golden Valley, each on the unanimous recommendation of a special committee comprised of its independent directors, unanimously recommend that shareholders vote for the applicable arrangement. As of October 8, 2021, the transaction has obtained interim orders of the British Columbia Supreme Court. As of October 29, 2021, the shareholders of Golden Valley Mines and Royalties Ltd. and Abitibi Royalties Inc. has approved the transaction. The final approval of the Supreme Court of British Columbia is expected on or about November 3, 2021. The transaction is expected to close in fourth quarter of 2021. As of October 8, 2021, the transaction is expected to complete in November 2021. As of October 29, 2021, the transaction is expected to close on November 5, 2021.

BMO Capital Markets and Raymond James Ltd. are acting as financial advisors to Gold Royalty in connection with the Arrangements. Rod Talaifar of Sangra Moller LLP is acting as Canadian legal advisor to Gold Royalty, Lavery de Billy, LLP is acting as Québec legal advisor to Gold Royalty and Haynes & Boone LLP is acting as U.S. legal advisor to Gold Royalty. Maxit Capital LP is acting as financial advisor and fairness opinion provider to Abitibi. Zahra Ramji of Getz Prince Wells LLP is acting as legal advisor to Abitibi Royalties. Brian E. Abraham of Dentons Canada LLP is acting as legal advisor to the Special Committee of Abitibi Royalties. Odyssey Transfer Agent and Trust Company acted as depository to Gold Royalty and RZZ in connection with the arrangement. PI Financial Corp. acted as financial advisor and fairness opinion provider to Abitibi. Odyssey Trust Company acted as registrar and transfer agent for Abitibi. PI Financial will receive from Abitibi a fee of CAD 0.1 million plus applicable taxes and their reasonable expenses, for preparation of the PI Fairness Opinion, the payment of which fee is not contingent on the success of the transactions contemplated by the Arrangement. Maxit will be paid a fixed fee of CAD 1 million plus applicable taxes, no portion of which fee is conditional upon the Maxit Fairness Opinion being favourable or the completion of the transactions. In addition, Maxit will receive a transaction fee equal to CAD 2.9 million plus applicable taxes, which includes out of pocket expenses incurred by Maxit. TSX Trust Company acted as transfer agent and registrar for the Gold Royalty.

Gold Royalty Corp. (NYSEAM:GROY) completed the acquisition of Abitibi Royalties Inc. (TSXV:RZZ) from Golden Valley Mines And Royalties Ltd. (TSXV:GZZ) and others on November 5, 2021. As of November 3, 2021, the transaction was approved by Supreme Court of British Columbia.