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Gold Royalty Corp. Implements New Shareholder Rights Plan

On November 5, 2025, Gold Royalty Corp. announced that its board of directors has adopted a shareholder rights plan designed to protect the interests of its shareholders. This proactive measure comes in light of recent changes in trading volumes and activities, providing a structured response to unsolicited takeover bids that might arise.

Purpose of the Shareholder Rights Plan

The primary objective of this plan is to ensure that all shareholders are treated fairly in the event of acquisitions. It aims to:
1. Encourage fairness: The plan incentivizes potential bidders to treat all Gold Royalty shareholders equally, helping to retain control premiums that benefit stakeholders.
2. Provide response time: Importantly, it gives the board and shareholders adequate time to react to any takeover attempts, allowing them to make informed decisions regarding their legal rights.

It's crucial to note that this plan was not initiated in response to any specific takeover proposal; rather, it serves as a preventative measure to maintain the integrity of shareholder value.

Details of the Plan

Under the new plan, each outstanding common share of Gold Royalty will come with one right, which will be automatically attached to each new share issued. Here's how it operates:

• - Threshold for activation: If an individual obtains 15% or more of the common shares without adhering to the plan's terms, the rights become active, allowing existing shareholders to buy additional shares at a discounted price.
• - Higher threshold: A 20% threshold applies to entities that have affiliates or joint actors without a standstill agreement with Gold Royalty.

Shareholders do not need to take any action for the plan to take effect, and trading of Gold Royalty shares will remain unaffected. The plan has an initial term of three years, pending ratification by the shareholders within twelve months of adoption.

Ratification and Legal Framework

The shareholder rights plan will be contained in an agreement with TSX Trust Company, serving as the rights agent. This agreement is available for public access on the SEDAR+ and EDGAR platforms. It's imperative for the shareholders to ratify the plan for it to remain in effect; otherwise, it will automatically terminate.

About Gold Royalty Corp.

Gold Royalty Corp. operates within the metals and mining industry, specializing in gold. The company aims to provide innovative financing solutions that contribute to sustainable and responsible mining practices. By holding a diverse portfolio of net smelter return royalties predominantly in the Americas, Gold Royalty is committed to generating exceptional long-term returns for its stakeholders.

Looking Ahead

The implementation of this shareholder rights plan signals Gold Royalty's commitment to protecting its owners' interests amid a continually evolving market landscape. As the company navigates future challenges and opportunities, its focus remains on establishing a robust framework that fosters transparency and equitable treatment for all shareholders. Shareholders are encouraged to keep abreast of developments as they unfold and participate in upcoming voting processes that may influence the company's direction.

Gold Royalty Corp. continues its mission to support high-quality mining operations and provide sustainable growth to its investor base, reaffirming its position as a leading entity in the royalty sector.

For further information, updates, and access to company documents, stakeholders can visit the company's profiles on SEDAR+ or the SEC website.