Corporate Presentation and Website, Resource Potential Based on Wallbridge Footnote of 10-17M Tonnes at 5-8 Grams Per Tonne
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Creating a Leading Growth and Americas-Focused Precious Metals Royalty Company September 20, 2021 NYSE American: GROY | TSX-V: RZZ | TSX-V: GZZ 1 Cautionary Statement on Forward Looking Statements Forward-Looking Information Certain of the information contained in this presentation constitutes 'forward-looking information' and ‘forward-looking statements’ within the meaning of applicable Canadian and U.S. securities laws ("forward-looking statements") and involve known and unknown risks, uncertainties and other factors that may cause Abitibi Royalties Inc.’s (“Abitibi”), Golden Valley Mines and Royalties Ltd. (“Golden Valley”) and Gold Royalty Corp.’s (“GRC” or “Gold Royalty”) actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Such forward-looking statements, including but not limited to statements relating to: the proposed transactions and the respective Arrangement; the ability of the parties to satisfy the conditions to closing of one or both Arrangements; the anticipated timing, benefits and effects of the completion of the Arrangements, expected cash flows from royalties and other assets, expected development and operations at projects underlying the parties' existing interests and the parties' future growth plans and strategies, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward- looking statements. Such factors include, among others, obtaining required court, shareholder and regulatory approvals, exercise of any termination rights under the respective Agreements, any inability to satisfy the other conditions in the Agreements, material adverse effects on the business, properties and assets of the parties; any inability of the parties to realize the benefits of either proposed transaction. Inability of the parties to identify and complete suitable acquisition opportunities; any inability of the operators of the properties underlying the parties' royalty and other interests to execute proposed plans for such properties, risks related to such operators or the exploration, development and mining operations of the properties underlying the parties' royalty and other interests; impacts of macroeconomic developments as well as the impact of and the responses of relevant governments to the COVID-19 pandemic and the effectiveness of such responses; and any inability of the parties to carry out growth plans. Although each of GRC, Abitibi and Golden Valley has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. None of GRC, Abitibi or Golden Valley undertakes to update any forward-looking statements, except in accordance with applicable securities laws. Technical Information Alastair Still, the Director of Technical Services at GRC, a qualified person as such term is defined under Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) has reviewed and approved the scientific and technical information contained herein regarding GRC’s royalty and other interests. Glenn J. Mullan, the Chairman of Abitibi and Chief Executive Officer at Golden Valley, a qualified person as such term is defined under NI 43-101 has reviewed and approved the scientific and technical information contained herein regarding Golden Valley’s royalty and other interests. Information contained herein regarding the projects underlying GRC’s, Abitibi’s and Golden Valley’s royalty interests are derived from the public disclosure of the operators of such projects. See Appendix A for further information. The disclosure of Mineral Resources contained herein has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of United States securities laws. See “Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates” in the final prospectus and the prospectus included in the registration statement. This presentation uses the term “Inferred Mineral Resources.” Inferred Mineral Resources are subject to uncertainty as to their existence and as to their economic and legal feasibility. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. The terms “Mineral Resource”, “Indicated Mineral Resource”, and “Inferred Mineral Resource” used herein are Canadian mining terms used in accordance with NI 43-101 under the guidelines set out in the Canadian Institute of Mining and Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time. These definitions differ from the definitions in the United States Securities & Exchange Commission (“SEC”) Industry Guide 7. As such, information contained herein concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by U.S. companies in SEC filings. Inferred Mineral Resources have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under applicable Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies. It cannot be assumed that part or all of an Inferred Mineral Resource will be upgraded to a Mineral Reserve. Further Information For further information regarding Abitibi or Golden Valley and their existing interests, please refer to each company’s respective financial statements for the year ended December 31, 2020 and their management’s discussion and analysis for the year ended December 31, 2020, which includes information regarding their material royalty properties and underlying mineral reserve and resource estimates. For further information regarding GRC and its existing interests, please refer to its prospectus dated March 8, 2021,its financial statements for the quarter ended June 30, 2021, its management’s discussion and analysis for the quarter ended June 30, 2021, and the management information circular of Ely Gold Royalties Inc. dated July 20, 2021, which includes information regarding its material royalty properties and underlying mineral resource estimates. 2 Cautionary Statement on Forward Looking Statements (cont’d) Forward-Looking “Financial” Information This presentation contains future oriented financial information (“FOFI”) within the meaning of applicable securities laws about prospective results of operations, financial position or cash flows, based on assumptions about future economic conditions and courses of action, including operations of projects underlying royalty and other interests and option exercise cash flows, and that is not presented in the format of a historical balance sheet, income statement or cash flow statement. The FOFI has been prepared by each of the GRC’s, Abitibi’s and Golden Valley’s management teams to provide an outlook of the their combined activities and results. The FOFI has been prepared on a number of assumptions including the assumptions discussed above and assumptions with respect to transaction costs, operations and developments respecting the projects underlying Gold Royalty’s, Abitibi’s and Golden Valley’s interests, the receipt and timing of option payments and the following commodity prices and currency exchange rates: 2021E: $1,815/oz Au, $25.97/oz Ag, 1.24 CAD per USD; 2022E: $1,800/oz Au, $25.00/oz Ag, 1.22 CAD per USD; 2023E: $1,750/oz Au, $24.00/oz Ag, 1.20 CAD per USD; 2024E: $1,750/oz Au, $23.00/oz Ag, 1.17 CAD per USD. Management does not have firm assurance that such operating results and cash flows will be achieved and they are not objectively determinable. The actual results of operations of each of Gold Royalty, Golden Valley and Abitibi and the resulting financial results will likely vary from the amounts set forth in the analysis presented in this Presentation, and such variation may be material. Gold Royalty, Golden Valley and Abitibi and their management believe that the FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, because this information is highly subjective and subject to numerous risks including the risks discussed above, it should not be relied on as necessarily indicative of future results. Except as otherwise required by applicable securities laws, the parties undertake no obligation to update such FOFI and forward-looking statements and information. Currency Unless otherwise stated, all dollar values referenced in the presentation are in US dollars. 3 Growing a Precious Metals Focused Royalty Company Transaction Rationale ✓ Balanced Portfolio of 191 Royalties Across Cash Flowing, Development and Exploration