0001493152-24-021660 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 28th, 2024 • Gold Royalty Corp. • Gold and silver ores

The undersigned, National Bank Financial Inc. (“NBF”) and BMO Capital Markets Corp. (“BMO” and together with NBF the “Lead Underwriters”), together with H.C. Wainwright & Co., LLC, Haywood Securities Inc., Raymond James Ltd. and Scotia Capital Inc. (collectively, the “Underwriters”), understand that Gold Royalty Corp. (the “Company”) proposes to issue and sell an aggregate of 17,442,000 units in the capital of the Company (the “Initial Units”), at a price of $1.72 per Initial Unit (the “Issue Price”) for aggregate gross proceeds of $30,000,240. Each Initial Unit shall consist of one common share in the capital of the Company (each an “Initial Share” and collectively, the “Initial Shares”) and one common share purchase warrant of the Company (an “Initial Warrant” and collectively, the “Initial Warrants”).

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