10q10k10q10k.net

What changed in Gold Royalty Corp.'s 20-F — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Gold Royalty Corp.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+628 added−487 removedSource: 20-F (2026-03-19) vs 20-F (2025-03-20)

Top changes in Gold Royalty Corp.'s 2025 20-F

628 paragraphs added · 487 removed · 360 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

44 edited+23 added−11 removed116 unchanged
Biggest changeA substantial majority of our royalties, streaming and other interests are on non-producing properties and these and any future royalties, streaming or similar interests we acquire, particularly on exploration and development stage properties, are subject to the risk that they may never achieve production. 3 A substantial majority of our royalty and streaming interests are on non-producing properties, or on properties that do not have established mineral reserves under applicable Canadian or U.S. disclosure standards.
Biggest changeA substantial majority of our royalty and streaming interests are on non-producing properties, or on properties that do not have established mineral reserves under applicable Canadian or U.S. disclosure standards. These and any future royalties, streaming or similar interests we acquire may not achieve production or produce any revenues.
Potential litigation affecting the properties that we have royalties, streaming or similar interests in could have a material adverse effect on us. Potential litigation may arise between the operators of properties on which we have royalties, streaming or similar interests or on which we acquire royalty and streaming interests in the future and third-parties.
Potential litigation affecting the properties that we have royalty, streaming or similar interests in could have a material adverse effect on us. Potential litigation may arise between the operators of properties on which we have royalties, streaming or similar interests or on which we acquire royalty and streaming interests in the future and third-parties.
These risks may impact the operators of our interests, depending on the jurisdiction, and include such things as: • expropriation or nationalization of mining property; • seizure of mineral production; • exchange and currency controls and fluctuations; • limitations on foreign exchange and repatriation of earnings; • restrictions on mineral production and price controls; • import and export policies and regulations, including tariffs, duties, trade sanctions and restrictions on exports, including changes in such policies and regulations; • changes in legislation and government policies, including changes related to taxation, government royalties, currency, foreign ownership, foreign investment and other forms of government take; • challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, Indigenous populations, non-governmental organizations or other third-parties; • changes in economic, trade, diplomatic and other relationships between countries, and the effect on global and economic conditions, the stability of global financial markets, and the ability of key market participants to operate in certain financial markets; • high rates of inflation; • labor practices and disputes; • enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies; • renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like; • war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environments; • corruption; • exposure to liabilities under anti-corruption and anti-money laundering laws, including the United States Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions to which we, but not necessarily our competitors, may be subject; • suspension of the enforcement of creditors' rights and shareholders' rights; and • loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supply.
These risks may impact the operators of our interests, depending on the jurisdiction, and include such things as: • expropriation or nationalization of mining property; • seizure of mineral production; • exchange and currency controls and fluctuations; • limitations on foreign exchange and repatriation of earnings; • restrictions on mineral production and price controls; • import and export policies and regulations, including tariffs, duties, trade sanctions and restrictions on exports, including changes in such policies and regulations; • changes in legislation and government policies, including changes related to taxation, government royalties, currency, foreign ownership, foreign investment and other forms of government take; • challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, Indigenous populations, non-governmental organizations or other third-parties; • changes in economic, trade, diplomatic and other relationships between countries, and the effect on global and economic conditions, the stability of global financial markets, and the ability of key market participants to operate in certain financial markets; • high rates of inflation; • labor practices and disputes; • enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies; • renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like; • war, crime, terrorism, sabotage, blockades and other forms of civil unrest, and uncertain political and economic environments; 8 • corruption; • exposure to liabilities under anti-corruption and anti-money laundering laws, including the United States Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions to which we, but not necessarily our competitors, may be subject; • suspension of the enforcement of creditors' rights and shareholders' rights; and • loss of access to government-controlled infrastructure, such as roads, bridges, rails, ports, power sources and water supply.
Our levels of indebtedness and higher interest rates could impact us as follows: • require us to dedicate a substantial portion of our cash flow from operations to service indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, or dividends; 5 • limit our flexibility in planning for, or reacting to, changes in our business; • restrict us from exploiting business opportunities; • make us more vulnerable to a downturn in our business or the economy • place us at a competitive disadvantage compared to our competitors with less indebtedness • require the consent of our existing lenders to incur additional indebtedness or limit our ability to borrow additional funds in the future; • increase our cost of capital, including as a result of higher interest rates and the effects of exchange rates; and • decrease our future earnings.
Our levels of indebtedness and higher interest rates could impact us as follows: • require us to dedicate a substantial portion of our cash flow from operations to service indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, or dividends; • limit our flexibility in planning for, or reacting to, changes in our business; • restrict us from exploiting business opportunities; • make us more vulnerable to a downturn in our business or the economy • place us at a competitive disadvantage compared to our competitors with less indebtedness • require the consent of our existing lenders to incur additional indebtedness or limit our ability to borrow additional funds in the future; • increase our cost of capital, including as a result of higher interest rates and the effects of exchange rates; and • decrease our future earnings.
Internationally, exploration and mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to establish a deposit capable of economic extraction, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time 6 or upon conversion from an exploration tenure to a mining tenure, failure of title, expropriation and similar risks.
Internationally, exploration and mining tenures are subject to loss for many reasons, including expiration, failure of the holder to meet specific legal qualifications, failure to establish a deposit capable of economic extraction, failure to pay maintenance fees or meet expenditure or work requirements, reduction in geographic extent upon passage of time or upon conversion from an exploration tenure to a mining tenure, failure of title, expropriation and similar risks.
There can be no assurance that we may have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related party. 8 We may enter into transactions with entities in which our board of directors and other related parties hold ownership interests.
There can be no assurance that we may have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related party. We may enter into transactions with entities in which our board of directors and other related parties hold ownership interests.
Third-party owners and operators will generally have the power to determine the manner in which the properties are exploited, including making decisions regarding the feasibility, exploration and development of such properties or making decisions to commence, continue, reduce, suspend or discontinue production. Our interests and those of third-party owners and operators may not always be aligned.
Third-party owners and operators will generally have the power to determine the manner in which the properties are exploited, including making decisions regarding the feasibility, exploration and development of such properties or making decisions to commence, continue, reduce, suspend or discontinue production. 3 Our interests and those of third-party owners and operators may not always be aligned.
Similarly, in many jurisdictions, royalty and streaming interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change of control or the bankruptcy or insolvency of operators, and as such, our royalty and streaming interests could be materially restricted or set aside through judicial or administrative proceedings.
Similarly, in many jurisdictions, royalty and streaming 6 interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change of control or the bankruptcy or insolvency of operators, and as such, our royalty and streaming interests could be materially restricted or set aside through judicial or administrative proceedings.
Issuances of such securities could dilute existing shareholders and may reduce some or all of our per share financial measures. Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties.
Issuances of such securities could dilute existing shareholders and may reduce some or all of our per share financial measures. 5 Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties.
Estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity 7 of the metals ultimately recovered may differ from that interpreted from drilling results.
Estimates can be imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. In addition, the grade and/or quantity of the metals ultimately recovered may differ from that interpreted from drilling results.
Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression, and claims and protests of Indigenous peoples may disrupt or delay activities of the operators of the properties. In addition, the Supreme Court of Canada in Tsilhqot'in Nation v.
Such opposition may be directed through legal or administrative proceedings or protests, roadblocks or other forms of public expression, and claims and protests of Indigenous peoples may disrupt or delay activities of the operators of the properties. 9 In addition, the Supreme Court of Canada in Tsilhqot'in Nation v.
We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, our leverage may be increased. We also could issue common shares or securities convertible into common shares to fund acquisitions.
We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, our leverage may be increased. We may also issue common shares or securities convertible into common shares to fund acquisitions.
The proper functioning of these systems and the security of such data is critical to the efficient operation and management of our business, and these functions are outsourced by us to third-party service providers on whom we rely for the security and proper functioning of these systems.
The proper 10 functioning of these systems and the security of such data is critical to the efficient operation and management of our business, and these functions are outsourced by us to third-party service providers on whom we rely for the security and proper functioning of these systems.
Laws and regulations intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs.
These laws and regulations intended to ensure the protection of the environment are constantly changing and evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability, and potentially increased capital expenditures and operating costs.
We depend on the services of our Chief Executive Officer, Chief Financial Officer, Chief Development Officer and other management and key employees. 9 We believe that our success depends on the continued service of our key executive management personnel.
We depend on the services of our Chief Executive Officer, Chief Financial Officer, Chief Development Officer and other management and key employees. We believe that our success depends on the continued service of our key executive management personnel.
Risks Related to Our Securities 10 We may lose our "foreign private issuer" status in the future, which could result in additional costs and expenses to us.
Risks Related to Our Securities We may lose our "foreign private issuer" status in the future, which could result in additional costs and expenses to us.
Development and operation of mines is capital intensive and any inability of the operators of properties underlying our existing or future royalties, streaming or similar interests to meet liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of, and revenue from, such interests.
Development and operation of mines is capital intensive and any inability of the operators of properties underlying our existing or future royalty, streaming or similar interests to meet liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of, and revenue from, such interests.
Depleted mineral reserves may not be replenished, which could reduce the income we would have expected to receive from a particular royalties, streaming or similar interest. Mines have a limited time of operation as a result of the proven and probable mineral reserves attributed to a specific mine.
Depleted mineral reserves may not be replenished, which could reduce the income we would have expected to receive from a particular royalty, streaming or similar interest. Mines have a limited time of operation as a result of the proven and probable mineral reserves attributed to a specific mine.
As such, to the extent that they relate to the exploration, development and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streaming or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mines or projects.
As such, to the extent that they relate to the exploration, development and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalty, streaming or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mines or projects.
In addition, some royalties, streaming or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information.
In addition, some royalty, streaming or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information.
In the ordinary course of business, we engage in a continual review of opportunities to acquire royalties, streaming or similar interests, to establish new royalties, streaming or similar interests on operating mines, to create new royalties, streaming or similar interests through financing mine development or exploration, or to acquire companies that hold royalties, streaming or similar interests.
In the ordinary course of business, we engage in a continual review of opportunities to acquire royalty, streaming or similar interests, to establish new royalty, streaming or similar interests on operating mines, to create new royalty, streaming or similar interests through financing mine development or exploration, or to acquire companies that hold royalty, streaming or similar interests.
In most cases, we are not, and will not be, the owner or operator of any of the properties underlying our existing or future royalties, streaming and similar interests and generally have no input in the exploration, development or operation of such properties.
In most cases, we are not, and will not be, the owner or operator of any of the properties underlying our existing or future royalty, streaming or similar interests and generally have no input in the exploration, development or operation of such properties.
We expect that certain of our existing royalty and streaming 4 interests in production stage properties will continue to represent a significant portion of revenue going forward over the near-term.
We expect that certain of our existing royalty and streaming interests in production stage properties will continue to represent a significant portion of our assets and revenue going forward over the near-term.
This concentration of revenue could mean that adverse developments, including any adverse decisions made by the operators, at one or more of these properties could have a more significant or longer-term impact on our results of operations than if the sources of our revenue was less concentrated.
This concentration of asset values and revenue could mean that adverse developments, including any adverse decisions made by the operators, at one or more of these properties could have a more significant or longer-term impact on our results of operations than if the sources of our revenue was less concentrated.
In addition, the mineral resources and mineral reserves referenced in the disclosure by the owners and operators of the properties underlying our royalties, streaming and other interests and in our other disclosure documents have been determined by the project operator based on assumed future prices, cut-off grades, operating costs and other key assumptions.
In addition, the mineral resources and mineral reserves referenced in the disclosure by the owners and operators of the properties underlying our royalty, streaming and similar interests and in our other disclosure documents have been determined by the project operator based on assumed future prices, cut-off grades, operating costs and other key assumptions.
A significant portion of our revenue comes from a small number of operating properties, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated.
A significant portion of our asset value and revenue comes from a small number of operating properties, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated.
The value and potential revenue from our royalties, streaming and other interests are subject to many of the risks faced by the owners and operators of our existing or future royalties, streaming and other interests. Our royalties, streaming and similar interests generally generate revenue when the owners or operators of the underlying properties achieve and sustain production.
The value and potential revenue from our royalty, streaming and similar interests are subject to many of the risks faced by the owners and operators of our existing or future royalty, streaming or similar interests. Our royalty and streaming interests generally generate revenue when the owners or operators of the underlying properties achieve and sustain production.
Risks Relating to our Business We own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest.
We own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest.
This could also result in delays in cash flow from that anticipated by us, based on the stage of development of the properties underlying our existing or future royalties, streaming and similar interests.
This could also result in delays in cash flow anticipated by us, based on the stage of development of the properties underlying our existing or future royalty, streaming or similar interests.
In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices rather than those of the United States, except to the extent that such laws would be contrary to U.S. securities laws, provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead. See "
As a result of such varied reporting obligations, shareholders should not expect to receive the same information at the same time as information provided by U.S. domestic companies. 11 In addition, as a foreign private issuer, we have the option to follow certain Canadian corporate governance practices rather than those of the United States, except to the extent that such laws would be contrary to U.S. securities laws, provided that we disclose the requirements we are not following and describe the Canadian practices we follow instead.
The value of our royalty and streaming interests, including the amount of payment thereunder, and the potential future development of the projects underlying our interests are directly related to the market price of gold and other commodity prices. Market prices for gold and other metals may fluctuate widely over time and are affected by numerous factors beyond our control.
The value of our royalty and streaming interests, including the amount of payment thereunder, and the potential future development of the projects underlying our interests are directly related to the market price of gold and other commodity prices.
We may enter into acquisitions or other material transactions at any time.
We may enter into acquisitions or other material transactions at any time, which transactions may necessitate additional debt or equity financing.
Our royalties, streaming and other interests on properties outside of the United States are located in Canada, Mexico, Colombia, Brazil, Bosnia and Herzegovina, Turkey and Peru. In addition, future acquisitions may expose us to new jurisdictions.
Approximately 87.4% of our revenue for the year ended December 31, 2025, came from properties outside of the United States. Our royalty, streaming and similar interests on properties outside of the United States are located in Canada, Mexico, Colombia, Brazil, Bosnia and Herzegovina, Turkey and Peru. In addition, future acquisitions may expose us to new jurisdictions.
Failure to obtain any necessary financing in the future could delay or postpone our future business activities, which may have a material adverse effect on our profitability, results of operations and financial condition. Additionally, our existing Credit Facility matures in March 2028.
Failure to obtain any necessary financing could delay or postpone our future business activities, which may have a material adverse effect on our profitability, results of operations and financial condition. Current and future indebtedness could adversely affect our financial condition and impair our ability to operate our business.
We cannot assure you that we will be able to implement our strategy fully or that the anticipated results of our strategy will be realized. We may require additional financing in the future to fund our growth strategy and maintain our operations.
We cannot assure you that we will be able to implement our strategy fully or that the anticipated results of our strategy will be realized.
There can be no assurance that we will be able to identify and complete any acquisition, transaction or business arrangement that we pursue on favorable terms or at all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us.
There can be no assurance that we will be able to identify and complete any acquisition, transaction or business arrangement that we pursue on favorable terms or at all. We may be unable to obtain necessary financing arrangements for an identified opportunity on acceptable terms or at all.
In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, in many instances, we may be treated like any other unsecured creditor, and therefore have a limited prospect for full recovery.
In the event of a bankruptcy, insolvency or other arrangement of an operator or owner, in many instances, we may be treated like any other unsecured creditor, and therefore have a limited prospect for full recovery. 7 Estimates of mineral resources and mineral reserves disclosed by the owners and operators of the properties underlying our royalty, streaming and similar interests may be subject to significant revision.
Furthermore, mining may be subject to significant environmental and other permitting requirements regarding the use of raw materials needed for operations, particularly water and power. Concerns regarding climate change have resulted in international, national and local treaties, legislation and initiatives that affect mineral exploration and production, including those intended to reduce industrial emissions and increase energy efficiency.
Concerns regarding climate change have resulted in international, national and local treaties, legislation and initiatives that affect mineral exploration, development and production, including those intended to reduce industrial emissions and increase energy efficiency.
We have limited or no access to data or the operations underlying our existing or future royalties, streaming and other interests.
We have limited or no access to data or the operations underlying our existing or future royalty, streaming or similar interests, which makes it more difficult for us to project or assess the performance of our royalty and streaming interests.
Major expenditures may be required to locate and establish mineral reserves, develop metallurgical processes and construct mining and processing facilities at a particular site.
While the discovery of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves, develop metallurgical processes and construct mining and processing facilities at a particular site.
Our revenue is subject to volatility in metal prices, which could negatively affect our results of operations or cash flow. Our revenue is directly tied to metal prices and is particularly sensitive to changes in the price of gold, as we derive substantially all of our revenue from our existing royalty and streaming interests on producing properties.
Our revenue is directly tied to metal prices and is particularly sensitive to changes in the price of gold, as we derive most of our revenue from our existing gold royalty interests on producing properties. From time to time, we may also have interests where our rate of return varies based upon commodity price thresholds.
As part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streaming or similar interests from third-party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions.
In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. The success of our royalty and streaming interests is based in part on our ability to make accurate assumptions at the time of acquisition about the amount and timing of revenue to be derived from those interests.
Compliance with all such laws and regulations, treaties and initiatives could increase permitting requirements, result in stricter standards and enforcement, and require significant increases in capital expenditures and operating costs by operators of properties subject to our interests.
Compliance with all such laws and regulations, treaties and initiatives can impose substantial costs and burdens on the operators of the properties subject to our interests and perhaps on us as well.
These and any future royalties, streaming or similar interests we acquire may not achieve production or produce any revenues. While the discovery of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.
A substantial majority of our royalty and streaming interests are on non-producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on exploration and development stage properties, are subject to the risk that they may never achieve production.
Removed
From time to time, we may also have interests where our rate of return varies based upon commodity price thresholds.
Added
Risks Relating to our Business Our revenue and the value of our royalty and streaming interests are subject to volatility in metal prices, which could negatively affect our results of operations, cash flow or financial condition.
Removed
The volatility in gold and other commodity prices may have an adverse impact on the value of our royalty and streaming interests and/or the payments we receive thereunder in the future.
Added
Market prices for gold and other metals may fluctuate widely over time and are affected by numerous factors beyond our control.
Removed
Approximately 72% of our revenues in 2024 were derived from our royalty and streaming interests in the Borborema Project, Borden Mine, Canadian Malartic Property, Cozamin Mine, Côté Gold Mine, and Vareš Mine.
Added
Any actions we take based on inaccurate or incomplete information from operators could adversely affect our business, financial condition, or results of operations. The correction of inaccurate or incomplete information from operators could also cause the price of our common stock to decline.
Removed
Current and future indebtedness could adversely affect our financial condition and impair our ability to operate our business. As of December 31, 2024, we had $25.3 million outstanding under our secured revolving credit facility (" Credit Facility ") and $40 million in aggregate principal amount of convertible debentures outstanding (the " Debentures ").
Added
In addition, because of our limited access to and information regarding the properties in which we hold royalty and streaming interests, qualified persons acting on behalf of the Company are not able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under SK 1300 in our SEC filings.
Removed
We may also incur additional indebtedness in the future. The Credit Facility contains a floating interest rate.
Added
The absence of disclosure of 4 mineral resources and mineral reserves in our SEC filings may make it more difficult for investors to evaluate our business and may impair our ability to raise capital or complete transactions involving a registered offering of securities.
Removed
In order to further our growth strategy and maintain our operations, we may require additional financing in the future. Such future financing may be in the form of debt or equity financing. We may be unable to obtain such financing on acceptable terms or at all.
Added
Our royalties relating to the Canadian Malartic Mine represent approximately 38.6% of our total assets as at December 31, 2025, and our potential future revenue of the longer term.
Removed
Any inability to renew or refinance such Credit Facility on acceptable terms may have an adverse impact on our liquidity and financial position. Our future growth is, to an extent, dependent on our acquisition strategy.
Added
In addition, approximately 79.7% of our revenue for the year ended December 31, 2025, was derived from four properties: Borborema Mine (23.3%), Côté Gold Mine (27.1%), Cozamin Mine (8.6%) and Vareš Mine (20.7%).
Removed
Estimates of mineral resources and mineral reserves disclosed by the owners and operators of the properties underlying our royalties, streaming and other interests may be subject to significant revision.
Added
Our future growth is, to an extent, dependent on our acquisition strategy and our ability to acquire additional royalty or streaming interests at appropriate valuations. As part of our business strategy, we engage in a continual review of opportunities to acquire royalty, streaming or similar interests.
Removed
Further, breach of an environmental law, regulation, treaty or initiative may result in the imposition of fines and penalties or other adverse impacts on operators and their properties, which may be material.
Added
These assumptions are based on a variety of factors, including the geological, geotechnical, legal and other aspects of the projects and, for development projects, assumptions about the cost, timing and conduct of development.
Removed
If an operator is forced to incur significant costs to comply with environmental laws and regulations, treaties and initiatives, becomes subject to related restrictions that limit its ability to develop our projects, or expand operations, loses its right to use or access power, water or other raw materials necessary to operate a mine, or if the costs to comply with such laws and regulations, treaties and initiatives materially increase the capital or operating costs on the properties where we hold royalties, streaming or other interests, our revenues could be reduced, delayed or eliminated.
Added
If an operator fails to bring a project into production as expected or if actual performance otherwise falls short of our assumptions, our revenue derived from the project may not be sufficient to yield an adequate, or any, return on our investment.
Removed
As a result of such varied reporting obligations, shareholders should not expect to receive the same information at the same time as information provided by U.S. domestic companies.
Added
As of December 31, 2025, we had $75.0 million available under our secured revolving credit facility (" Credit Facility "), of which none was outstanding. Historically, we have often used borrowings under our Credit Facility to finance acquisitions and we may incur additional indebtedness in the future. The Credit Facility contains a floating interest rate.
Added
As an example, our 2.0% NSR on the Borborema Mine is subject to a buyback right of the operator, whereby a 0.5% NSR may be repurchased for $2.5 million after the earlier of 2,250,000 oz of production or 2050.
Added
Mining operations are subject to extensive environmental laws and regulations governing land use and other permitting requirements regarding the use of raw materials needed for operations, particularly water and power.
Added
If an operator loses its right to use or access power, water or other raw materials necessary to operate a mine, our revenue or the value of our interests could be adversely affected. Climate change may also pose physical risks to the properties in which we hold an interest.
Added
This could include adverse effects on operations as a result of increasing occurrences of extreme weather events, flooding, water shortages, changes in rainfall and storm patterns, changes in sea levels, heat stress, wildfires, and other negative weather and climate patterns.
Added
In addition, an operator’s failure to comply with these laws and regulations could result in injunctive action, orders to suspend or cease operations, damages, or civil or criminal penalties on the operator.
Added
If any of these events were to occur, our revenue or the value of our interests could be adversely affected and our revenues could be reduced, delayed or eliminated.
Added
Further, due to expansive environmental laws, it is possible that we could in the future become subject to environmental liabilities for historic periods relative to our current ownership interests in mining claims or leases. These liabilities could adversely affect our results of operations or financial condition.
Added
Governments and investors are increasingly seeking enhanced disclosures on the risks, challenges, governance implications, and financial impacts of climate change faced by companies and demanding that companies take a proactive approach to addressing and reducing perceived environmental risks.
Added
As a holder of royalty and streaming interests, we generally will not have access to sufficient information on the operations in respect of which we hold royalty and streaming interests in order to adequately comply with climate change regulations or meet shareholder expectations on adequate disclosure or to quantify the potential effects of climate change on our business.
Added
Evolving expectations regarding ESG matters may adversely affect our business, including as a result of additional costs, reputational damage, and/or litigation. Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG practices.
Added
As a passive investor in mining operations, our ESG initiatives and disclosures are often based on information from the operators of the properties in which we hold royalty and streaming interests and other third parties, and we generally lack sufficient data or access to properties to verify such information.
Added
Evolving expectations regarding ESG initiatives and disclosures may result in increased costs for the operators and us, enhanced compliance or disclosure obligations, or other effects on our business. In addition, our ESG practices and disclosures may subject us to other adverse effects, including reputational damage and/or litigation.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

90 edited+43 added−15 removed132 unchanged
Biggest change(" Lahontan Gold ") 2.5% NSR Au Nevada, USA Mona Lisa Progenitor 1.25% NSR Au Québec, Canada Monique† Probe 0.38% NSR Au Québec, Canada Monte Cristo Waterton Global Resource Management (" Waterton Global ") 1% NSR Au Nevada, USA Mt Hamilton Waterton Global 1% NSR Au Nevada, USA Mt Tobin Da Venda Gold Corp. 2.0% NSR Au Nevada, USA Mt Wilson National Treasure Corporation 3.0% NSR Au Nevada, USA Munro Val-d'Or Mining 1.0% NSR Au Ontario, Canada Musgrove Creek US Gold Corp. 2.0% NSR Au Idaho, USA Mustang Canyon i-80 2.0% NSR Au Nevada, USA Nevada Rand (optioned) Goldcliff 2.5% NSR Au Nevada, USA New Alger Radisson Mining Resources Inc. 1.0% NSR Au Québec, Canada New Boston VR Resources 2.0% NSR Au Nevada, USA North Carlin Hayasa Metals Inc. 2.0% NSR Au Nevada, USA North Contact Val-d'Or Mining 1.0% NSR Au Québec, Canada Noyard† Opus One Gold Corp. 1.0% NSR Au Québec, Canada Noyell† VIOR Inc.
Biggest change(" Lahontan Gold ") 2.5% NSR Au Nevada, USA Mona Lisa Progenitor 1.25% NSR Au Québec, Canada Monique† Probe 0.38% NSR Au Québec, Canada Monte Cristo Waterton Global Resource Management (" Waterton Global ") 1% NSR Au Nevada, USA Morgan Pass (optioned) Ivy Minerals Inc. 2.0% NSR Au Nevada, USA Mosseau (Verneuil)† Vior Gold Corporation (" Vior ") 0.5% NSR Au Québec, Canada Mt Hamilton Waterton Global 1% NSR Au Nevada, USA Mt Tobin Da Venda Gold Corp. 2.0% NSR Au Nevada, USA Mt Wilson National Treasure Corporation 3.0% NSR Au Nevada, USA Munro Val-d'Or Mining 1.0% NSR Au Ontario, Canada Musgrove Creek US Gold Corp. 2.0% NSR Au Idaho, USA Mustang Canyon (optioned) i-80 2.0% NSR Au Nevada, USA Nevada Rand Goldcliff 2.5% NSR Au Nevada, USA New Alger Radisson Mining Resources Inc. 1.0% NSR Au Québec, Canada New Boston VR Resources 2.0% NSR Au Nevada, USA North Carlin Hayasa Metals Inc. 2.0% NSR Au Nevada, USA North Contact Val-d'Or Mining 1.0% NSR Au Québec, Canada Noyard (Vezza)† Vior 1.0% NSR Au Québec, Canada Noyell† Opus One Gold Corp. 1.0% NSR Au, Zn Québec, Canada Nutmeg Mountain NevGold Corp. 0.5% NSR Au Idaho, USA Olinghouse NE Lake Mountain Mining, LLC 1.0% NSR Au Nevada, USA Olympic Great Western Minerals Group Ltd. 1.75% NSR Au Nevada, USA Oregon Val-d'Or Mining 1.25% NSR Au Québec, Canada Orogrande Scout Discoveries Corp. 3.0% NSR Au Idaho, USA Pascalis Cu-Zn Val-d'Or Mining 1.25% NSR Au Québec, Canada Pascalis Ouest Val-d'Or Mining 1.25% NSR Au Québec, Canada 25 Perestroika Ouest Val-d'Or Mining 1.25% NSR Au Québec, Canada Perrigo Perry English/Gravel Ridge Resources Ltd., optioned to Xplore Resources Corp. 1.25% NSR Au Ontario, Canada Petit Lac Noir Val-d'Or Mining 1.25% NSR Au Québec, Canada Pinson (leased) Nevada Gold Mines 1.5% NSR Au Nevada, USA Pitt Gold† First Mining Gold Corp. 1.0% NSR Au Québec, Canada Plumber Val-d'Or Mining 1.25% NSR Au Ontario, Canada Poison Koza Ltd. 0.5% NSR Au Idaho, USA Princesse Annie Progenitor 1.25% NSR Au Québec, Canada Quarter Horse First Majestic 0.75% NSR Au Nevada, USA Quartz Mountain Q-Gold Resources Ltd.
(" VR Resources ") 2.0% NSR Au Nevada, USA Big Ten – Danbo VR Resources 3.0% NSR Au Nevada, USA Blue Mountain Val-d'Or Mining 1.25% NSR Au Ontario, Canada Bogside Val-d'Or Mining 2.0% NSR Au Québec, Canada Bogside Val-d'Or Mining 2.5% NSR Au Québec, Canada Bogside NW Val-d'Or Mining 2.5% NSR Au Québec, Canada Bogside NW Val-d'Or Mining 2.5% NSR Au Québec, Canada Borderline Progenitor Metals Corp.
(" VR Resources ") 2.0% NSR Au Nevada, USA Big Ten – Danbo VR Resources 3.0% NSR Au Nevada, USA Blue Mountain Val-d'Or Mining 1.25% NSR Au Ontario, Canada Bogside Val-d'Or Mining 0.5% NSR Au Québec, Canada Bogside Val-d'Or Mining 2.0% NSR Au Québec, Canada Bogside NW Val-d'Or Mining 0.5% NSR Au Québec, Canada Bogside NW Val-d'Or Mining 2.0% NSR Au Québec, Canada Borderline Progenitor Metals Corp.
(" Azimut Exploration ") 0.75% NSR Zn, Cu, Pb, Au Québec, Canada Duval Owned by Eagle Ridge optioned to Power Metals 1.0% NSR Au Québec, Canada Dyke Hot Springs G&C Nevada Royalty Corp. 2.0% NSR Au Nevada, USA Eastmain Ouest† Azimut Exploration 0.7% NSR Au Québec, Canada Eddie Shore (aka Odie Cleghorn) Val-d'Or Mining 1.25% NSR Au Québec, Canada Edna Mountain Nevada King 3.0% NSR Au Nevada, USA El Campo Enigma Strategic Metals 2.5% NSR Rare Earth Metals California, USA Eldorado Provenance Gold Corp.
(" Azimut Exploration ") 0.75% NSR Zn, Cu, Pb, Au Québec, Canada Duval Owned by Eagle Ridge optioned to Power Metals 1.0% NSR Au Québec, Canada Dyke Hot Springs G&C Nevada Royalty Corp. 2.0% NSR Au Nevada, USA Eastmain Ouest† Azimut Exploration 0.7% NSR Au Québec, Canada Eddie Shore (aka Odie Cleghorn) Val-d'Or Mining 1.25% NSR Au Québec, Canada Edna Mountain Nevada King 3.0% NSR Au Nevada, USA El Campo (optioned) Enigma Strategic Metals 2.5% NSR Rare Earth Metals California, USA Eldorado (optioned) Provenance Gold Corp.
However as of March 31, 2023, Agnico Eagle acquired and consolidated its ownership to 100% of the Canadian Malartic mine. Following the completion of an internal technical study in February 2021, the Canadian Malartic GP approved the construction of a new underground mining complex at the Odyssey Project.
However as of March 31, 2023, Agnico Eagle acquired and consolidated its ownership to 100% of the Canadian Malartic mine. Following the completion of an internal technical study in February 2021, Canadian Malartic GP approved the construction of a new underground mining complex at the Odyssey Project.
In 2020, the Canadian Malartic GP completed the Highway 117 deviation project. In 2021, the Canadian Malartic GP noted that it expects no further development of infrastructure to be undertaken for the Canadian Malartic mine and mill facilities, other than the mining construction work in the Barnat pit and the optimization of tailings storage facilities.
In 2020, Canadian Malartic GP completed the Highway 117 deviation project. In 2021, Canadian Malartic GP noted that it expects no further development of infrastructure to be undertaken for the Canadian Malartic mine and mill facilities, other than the mining construction work in the Barnat pit and the optimization of tailings storage facilities.
The Canadian Malartic GP also plans to store additional tailings in the Canadian Malartic pit at the end of its operations. According to the mine plan, between 70 and 80 million tonnes of tailings could be deposited in the Canadian Malartic pit once mining in the pit is completed.
Canadian Malartic GP also plans to store additional tailings in the Canadian Malartic pit at the end of its operations. According to the mine plan, between 70 and 80 million tonnes of tailings could be deposited in the Canadian Malartic pit once mining in the pit is completed.
A request for a decree amendment, including permits to develop the East Gouldie and East Malartic zones has been submitted. The Canadian Malartic GP has received confirmation that mining the additional zones at the project does not trigger additional Federal permitting requirements.
A request for a decree amendment, including permits to develop the East Gouldie and East Malartic zones has been submitted. Canadian Malartic GP has received confirmation that mining the additional zones at the project does not trigger additional Federal permitting requirements.
Several factors that our board of directors and management may evaluate in assessing proposed opportunities include, but are not limited to, the following: • project resources and/or reserves; • estimated life of mine including the potential for mine expansions and/or mine life extensions; • exploration potential and resource expansion; • identification and evaluation of relevant operational and technical risks; • historical and forecasted operational data; • project location, including jurisdiction-specific considerations such as mining regulations, history of mining related activities and permitting requirements; • project capital requirements; • project stage and development timeline; • transaction structure considerations; • operational and financial track records of potential counterparties and their ability to develop and operate underlying precious metals projects; 17 • environmental, social and governance considerations; • tax planning and transaction tax considerations; and • ability to generate value enhancing returns.
Several factors that our board of directors and management may evaluate in assessing proposed opportunities include, but are not limited to, the following: • project resources and/or reserves; • estimated life of mine including the potential for mine expansions and/or mine life extensions; • exploration potential and resource expansion; • identification and evaluation of relevant operational and technical risks; • historical and forecasted operational data; • project location, including jurisdiction-specific considerations such as mining regulations, history of mining related activities and permitting requirements; • project capital requirements; • project stage and development timeline; • transaction structure considerations; • operational and financial track records of potential counterparties and their ability to develop and operate underlying precious metals projects; • environmental, social and governance considerations; • tax planning and transaction tax considerations; and • ability to generate value enhancing returns.
Although we, as a royalty or streaming interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties against the operators, which could have a material adverse effect on our results of operations and financial condition.
Although we, as a royalty or streaming interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply 27 with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties against the operators, which could have a material adverse effect on our results of operations and financial condition.
Regulation Operators of the mines that are subject to our royalty and streaming interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Mexico, Brazil, Canada, Colombia, Bosnia and Herzegovina, Turkey and Peru where we hold royalty and streaming interests.
Regulation Operators of the mines that are subject to our royalty and streaming interests must comply with numerous environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Mexico, Brazil, Canada, Colombia, Bosnia and Herzegovina, Turkey and Peru where we hold royalty and streaming 18 interests.
Key Permit Conditions Operators of the mines that are subject to our royalty and streaming interests must comply with environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Colombia, Brazil, Bosnia and Herzegovina and other countries where we hold interests.
Key Permit Conditions Operators of the mines that are subject to our royalty and streaming interests must comply with environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Mexico, Colombia, Brazil, Bosnia and Herzegovina and other countries where we hold interests.
Based on the share price of our common shares, and the estimated fair value of options to purchase our common shares issued in exchange for Golden Valley options, the total consideration for the acquisition was approximately $306 million. 14 B. Business Overview We are a precious metals focused royalty company offering creative financing solutions to the metals and mining industry.
Based on the share price of our common shares, and the estimated fair value of options to purchase our common shares issued in exchange for Golden Valley options, the total consideration for the acquisition was approximately $306 million. B. Business Overview We are a precious metals focused royalty company offering creative financing solutions to the metals and mining industry.
Mill tails are thickened and detoxified using a Caro acid process, reducing cyanide levels below 20 parts per million. Detoxified slurry is subsequently pumped to a conventional tailings facility. The Odyssey Project will use the existing surface infrastructure at the Canadian Malartic site, including the tailing storage facilities, the processing plant and the maintenance facilities.
Mill tails are thickened and detoxified using a Caro acid process, reducing cyanide levels below 20 parts per million. Detoxified slurry is subsequently pumped to a conventional tailings facility. 35 The Odyssey Project will use the existing surface infrastructure at the Canadian Malartic site, including the tailing storage facilities, the processing plant and the maintenance facilities.
SK1300 requires a registrant that has mining operations to, among other things: (i) obtain a dated and signed "technical report summary" from a qualified person with respect to each material mining property; and (ii) file such technical report summary as an exhibit to the relevant registration statement or other prescribed filing with the SEC.
SK1300 requires a registrant that has mining operations to, among other things: (i) obtain 19 a dated and signed "technical report summary" from a qualified person with respect to each material mining property; and (ii) file such technical report summary as an exhibit to the relevant registration statement or other prescribed filing with the SEC.
In addition to ensuring effluent compliance, this water treatment plant reduces the risks associated with surface water management and adds flexibility to the water usage system. Annual Production Information The following table sets forth annual production information for the Canadian Malartic Property and is based upon information provided to us by the operator of the project.
In addition to ensuring effluent compliance, this water treatment plant reduces the risks associated with surface water management and adds flexibility to the water usage system. 36 Annual Production Information The following table sets forth annual production information for the Canadian Malartic Property and is based upon information provided to us by the operator of the project.
Certain information regarding the Canadian Malartic Property as contemplated under the SK1300 has not been included herein on the basis that it is unavailable to us in our capacity as a royalty holder on the applicable properties and that obtaining such information would result in an unreasonable burden and expense.
Certain information regarding the Canadian Malartic Property as contemplated under the SK1300 has not been included herein on the basis that it is unavailable to us in our capacity as a royalty holder on the applicable properties and that obtaining such information would result in 30 an unreasonable burden and expense.
(" Val-d'Or Mining ") 1.25% NSR Au Québec, Canada Alpha Project O3 Mining Inc. 1.5% NSR and 20% FCI Au Québec, Canada Amikougami Val-d'Or Mining 1.25% NSR Au Ontario, Canada Antelope Springs Americas Gold and Silver Corporation (" Americas Gold Corporation ") 1.0% NSR Au Nevada, USA Aquilon† Sirios Resources Inc.
(" Val-d'Or Mining ") 1.25% NSR Au Québec, Canada Alpha Project O3 Mining Inc. 1.5% NSR and 20% FCI Au Québec, Canada Amikougami Val-d'Or Mining 1.25% NSR Au Ontario, Canada Antelope Springs (leased) Americas Gold and Silver Corporation (" Americas Gold Corporation ") 1.0% NSR Au Nevada, USA Aquilon† Sirios Resources Inc.
However, the royalty does apply to portions of the Odyssey, East Malartic, Sladen and Sheehan zones, all of the Jeffrey 28 zone and the eastern portion of the Barnat Extension of the Canadian Malartic Property open pit mine.
However, the royalty does apply to portions of the Odyssey, East Malartic, Sladen and Sheehan zones, all of the Jeffrey zone and the eastern portion of the Barnat Extension of the Canadian Malartic Property open pit mine.
The following description of the Canadian Malartic Property is based on information disclosed in the Canadian Malartic Technical Report and other public disclosures of Agnico Eagle filed under their respective profiles on SEDAR+. 29 Property Description, Location and Access The Canadian Malartic Property (latitude 48° 22’ North and longitude 78° 23’ West) is located within the town of Malartic, Québec, approximately 25 km west of the City of Val-d'Or and 80 km east of City of Rouyn-Noranda.
The following description of the Canadian Malartic Property is based on information disclosed in the Canadian Malartic Technical Report and other public disclosures of Agnico Eagle filed under their respective profiles on SEDAR+. 31 Property Description, Location and Access The Canadian Malartic Property (latitude 48° 22’ North and longitude 78° 23’ West) is located within the town of Malartic, Québec, approximately 25 km west of the City of Val-d'Or and 80 km east of City of Rouyn-Noranda.
Expiration dates for the mining leases on the Canadian Malartic Property vary between November 24, 2029, and July 27, 2037, and each lease is automatically renewable for three further ten year terms upon payment of a small fee. 30 The Canadian Malartic Property can be accessed from either Val-d'Or or Rouyn-Noranda via Québec provincial highway No. 117.
Expiration dates for the mining leases on the Canadian Malartic Property vary between November 24, 2029, and July 27, 2037, and each lease is automatically renewable for three further ten-year terms upon payment of a small fee. 32 The Canadian Malartic Property can be accessed from either Val-d'Or or Rouyn-Noranda via Québec provincial highway No. 117.
(" Group Eleven ") 2.0% NSR Au New Mexico, USA Buff Nevada Gold Mines 0.5% NSR Au Nevada, USA Bullfrog South Augusta Gold Corp. 2.0% NSR Au Nevada, USA Butte Highlands Butte Highlands JV 2.0% NSR Au Montana, USA Butte Valley (optioned) Lion Copper and Gold Corp. 2.0% NSR Au Nevada, USA Cachoeira GoldMining 1.0% NSR Au Brazil Cadillac Shear Eagle Ridge 1.0% NSR Au Québec, Canada Cadillac† Agnico Eagle 0.5% NSR Au Québec, Canada Calamity Progenitor 1.25% NSR Au Québec, Canada Callahan† Agnico Eagle 0.5% NSR Au Québec, Canada Carlin (leased) Nevada Gold Mines 1.5% NSR Au Nevada, USA Casault† Wallbridge 1.0% NSR Au Québec, Canada Castle/Black Rock Allegiant Gold Ltd. 2.0% NSR Au Nevada, USA Charlie Creek Black Mammoth Metals Corporation (" Black Mammoth ") 2.0% NSR Au Nevada, USA Cheechoo Project Sirios Resources 2.5% to 4.0% NSR Au Québec, Canada Chute des Passes† Nord Precious Metals Mining Inc. 0.5% NSR Ni Québec, Canada Cimarron Crestview Exploration Inc. 2.5% NSR Au Nevada, USA Clayton Ridge Group Eleven 2.0% NSR Au Nevada, USA Clover (optioned) Black Mammoth 2.5% NSR Au Nevada, USA 23 County Line Fortitude Gold Corporation (" Fortitude Gold ") 3.0% NSR Au Nevada, USA Croinor Gold Project† Probe Gold Inc.
(" Group Eleven ") 2.0% NSR Au New Mexico, USA Buckskin (optioned) Platoro West Inc. 3.0% NSR Au Nevada, USA Buff Nevada Gold Mines 0.5% NSR Au Nevada, USA Bullfrog South Augusta Gold Corp. 2.0% NSR Au Nevada, USA Butte Highlands Butte Highlands JV 2.0% NSR Au Montana, USA Butte Valley Lion Copper and Gold Corp. 2.0% NSR Au Nevada, USA Cachoeira GoldMining 1.0% NSR Au Brazil Cadillac Shear Eagle Ridge 1.0% NSR Au Québec, Canada Cadillac† Agnico Eagle 0.5% NSR Au Québec, Canada Calamity Progenitor 1.25% NSR Au Québec, Canada Callahan† Agnico Eagle 0.5% NSR Au Québec, Canada Carlin (leased) Nevada Gold Mines 1.5% NSR Au Nevada, USA Casault† Wallbridge 1.0% NSR Au Québec, Canada Castle / Black Rock Allegiant Gold Ltd. 2.0% NSR Au Nevada, USA Charlie Creek (optioned) Black Mammoth Metals Corporation (" Black Mammoth ") 2.0% NSR Au Nevada, USA Cheechoo Sirios Resources 2.5% to 4.0% NSR Au Québec, Canada Chute des Passes† Nord Precious Metals Mining Inc. 0.5% NSR Ni Québec, Canada Cimarron Crestview Exploration Inc. 2.5% NSR Au Nevada, USA Clayton Ridge Group Eleven 2.0% NSR Au Nevada, USA 23 Clover (optioned) Black Mammoth 2.5% NSR Au Nevada, USA County Line Fortitude Gold Corporation (" Fortitude Gold ") 3.0% NSR Au Nevada, USA Croinor Gold† Probe Gold Inc.
Figure 1 – Location Map of Canadian Malartic Property (Technical Report, Canadian Malartic Mine, Quebec, Canada, 2021) In 2014, substantially all of the assets and obligations relating to the Canadian Malartic mine were transferred to a newly formed general partnership (the " Canadian Malartic GP ") in which Agnico Eagle and Yamana each own an indirect 50% interest.
Figure 1 – Location Map of Canadian Malartic Property (Technical Report, Canadian Malartic Mine, Quebec, Canada, 2021) In 2014, substantially all of the assets and obligations relating to the Canadian Malartic mine were transferred to a newly formed general partnership (" Canadian Malartic GP ") in which Agnico Eagle and Yamana each owned an indirect 50% interest.
Once the tenders are received and analyzed by the internal committee, a meeting is held with management to review the proposals. When both parties agree with the final proposal, Canadian Malartic GP's legal department writes up an agreement that must be signed by all stakeholders.
Once the tenders are received and analyzed by the internal committee, a meeting is held with management to review the proposals. When both parties agree with the final proposal, Canadian Malartic GP's legal department writes up an agreement that will be signed by all stakeholders.
(" Probe ") 2.75% NSR Au Québec, Canada Crucero GoldMining 1.0% NSR Au Peru Dauntless Fortitude Gold 2.0% NSR Au Nevada, USA DesMeloizes† Generic Gold Corp 3.0% NSR Zn, Ag Québec, Canada Dileo Nord† Troilus Gold Corp 1.0% NSR Cu, Mo, Au, Ag Québec, Canada Dionne Val-d'Or Mining 1.25% NSR Au Québec, Canada D'Orso Val-d'Or Mining 1.25% NSR Au Québec, Canada Douglas Lake (777 Project) Nordic Minerals Ltd. 3.0% NSR Au Saskatchewan, Canada Ducros Sill Québec Nickel Corp. 1.50% NSR Ni, Cu, PGM Québec, Canada Duquet Azimut Exploration Inc.
(" Probe ") 2.75% NSR Au Québec, Canada Crucero GoldMining 1.0% NSR Au Peru Dauntless Fortitude Gold 2.0% NSR Au Nevada, USA Des Meloizes† Generic Gold Corp 3.0% NSR Zn, Ag Québec, Canada Dileo Nord† Troilus Gold Corp 1.0% NSR Cu, Mo, Au, Ag Québec, Canada Dionne Val-d'Or Mining 1.25% NSR Au Québec, Canada D'Orso Val-d'Or Mining 1.25% NSR Au Québec, Canada Douglas Lake (777 Project) Nordic Minerals Ltd. 3.0% NSR Au Saskatchewan, Canada Ducros Sill Québec Nickel Corp. 1.50% NSR Ni, Cu, PGM Québec, Canada Duquet Azimut Exploration Inc.
(2) Applies to all of the Jeffrey zone and to a portion of the Barnat Extension of the Canadian Malartic mine (open pit) on the Canadian Malartic Property, as well as portions of Odyssey, East Malartic, Sladen and Sheehan zones. See " – Material Property " for further information.
(4) Applies to all of the Jeffrey zone and to a portion of the Barnat Extension of the Canadian Malartic mine (open pit) on the Canadian Malartic Property, as well as portions of Odyssey, East Malartic, Sladen and Sheehan zones. See " – Material Property " for further information.
(" Alamos Gold ") 1.0% NSR Au Oregon, USA Quartz Mountain Alamos Gold 1.25% NSR Au Oregon, USA Questa Blanca Group Eleven 2.0% NSR Au New Mexico, USA Quevillion Nord† Osisko Mining ~1.9% NSR Ag Québec, Canada Quevillon Nord Gold Fields Ltd. 1.0% - 2.0% NSR Ag Québec, Canada Quito Black Mammoth 2.5% NSR Au Nevada, USA Radium Agnico Eagle 15% NPI Au Québec, Canada Rainy River SW New Gold Inc. 2.0% NSR Au Ontario, Canada Rawhide Mine (care & maintenance) Rawhide Mining LLC 15% NPI Au Nevada, USA Rays Barrick Gold 2.0% NSR Au Nevada, USA Recession Larder Val-d'Or Mining 1.0% NSR Au Ontario, Canada Red Lake Project Renegade Gold 1.0% NSR Au Ontario, Canada Redlich Gold Lahontan Gold 2.5% NSR Au Nevada, USA Revillard JV and Dundee Precious Metals Inc. and Pershimex Resources Corporation 2.0% NSR Au Québec, Canada Richore Val-d'Or Mining 1.25% NSR Au Ontario, Canada Riverside Val-d'Or Mining 2.5% NSR Au Ontario, Canada Riviere D'Alembert Progenitor 1.25% NSR Au Québec, Canada Riviere Lois Val-d'Or Mining 1.25% NSR Au Québec, Canada RM Hecla Mining Company 0.5% NSR Au Nevada, USA Rodeo Creek Nevada Gold Mines 2% NSR Au Nevada, USA Ronda Val-d'Or Mining 1.25% NSR Au Ontario, Canada Rosial Coeur Mining 1.5% NSR Au Nevada, USA Salve Lake Val-d'Or Mining 1.25% NSR Au Ontario, Canada São Jorge Project GoldMining 1.0% NSR Au Brazil Scoonover Gold Bar McEwen Mining 1.0% NSR Au Nevada, USA Scossa Romios Gold 2.0% NSR Au Nevada, USA Sea Serpent Progenitor 1.25% NSR Au Québec, Canada Shamrock Val-d'Or Mining 1.25% NSR Au Ontario, Canada Sharks Val-d'Or Mining 1.0% NSR Au Ontario, Canada Silver Dyke Fortitude Gold 2.0% NSR Au Nevada, USA Sleeper Gold Project Paramount Gold 0.33% NSR Au Nevada, USA Smokehead Val-d'Or Mining 2.0% NSR Au Québec, Canada South Malartic Canadian Gold 2.5% - 3.0% NSR Au Québec, Canada St.
(" Q-Gold ") 1.0% NSR Au Oregon, USA Quartz Mountain Q-Gold 1.25% NSR Au Oregon, USA Questa Blanca Group Eleven 2.0% NSR Au New Mexico, USA Quevillion Nord† Osisko Mining ~1.9% NSR Ag Québec, Canada Quevillon Nord Gold Fields Ltd. 1.0% - 2.0% NSR Ag Québec, Canada Quito (optioned) Black Mammoth 2.5% NSR Au Nevada, USA Radium Agnico Eagle 15% NPI Au Québec, Canada Rainy River SW New Gold Inc. 2.0% NSR Au Ontario, Canada Rawhide Mine (care & maintenance) Rawhide Mining LLC 15% NPI Au Nevada, USA Rays (optioned) Barrick Mining 2.0% NSR Au Nevada, USA Recession Larder Val-d'Or Mining 1.0% NSR Au Ontario, Canada Red Lake Renegade Gold 1.0% NSR Au Ontario, Canada Redlich Gold Lahontan Gold 2.5% NSR Au Nevada, USA Revillard JV and Dundee Precious Metals Inc. and Pershimex Resources Corporation 2.0% NSR Au Québec, Canada Richore Val-d'Or Mining 1.25% NSR Au Ontario, Canada Riverside Val-d'Or Mining 2.0% NSR Au Ontario, Canada Riverside Val-d'Or Mining 0.5% NSR Au Ontario, Canada Riviere D'Alembert Progenitor 1.25% NSR Au Québec, Canada Riviere Lois Val-d'Or Mining 1.25% NSR Au Québec, Canada RM Hecla Mining Company 0.5% NSR Au Nevada, USA Rodeo Creek Nevada Gold Mines 2% NSR Au Nevada, USA Ronda Val-d'Or Mining 1.25% NSR Au Ontario, Canada Rosial Coeur Mining 1.5% NSR Au Nevada, USA Salve Lake Val-d'Or Mining 1.25% NSR Au Ontario, Canada São Jorge GoldMining 1.0% NSR Au Brazil Scoonover Gold Bar McEwen Mining 1.0% NSR Au Nevada, USA Scossa Romios Gold 2.0% NSR Au Nevada, USA Sea Serpent Progenitor 1.25% NSR Au Québec, Canada Shamrock Val-d'Or Mining 1.25% NSR Au Ontario, Canada Sharks Val-d'Or Mining 1.0% NSR Au Ontario, Canada Silver Dyke Fortitude Gold 2.0% NSR Au Nevada, USA Sleeper Gold Paramount Gold 0.33% NSR Au Nevada, USA Smokehead Val-d'Or Mining 2.0% NSR Au Québec, Canada Smokehead Val-d'Or Mining 0.5% NSR Au Québec, Canada South Malartic Canadian Gold 2.5% - 3.0% NSR Au Québec, Canada Spanish Moon† (optioned) Kinross 3.0% NSR Au Ontario, Canada St.
(" Eagle Ridge ") 3.0% NSR Au Québec, Canada Baden Val-d'Or Mining 1.25% NSR Au Ontario, Canada Bald Mountain JV Kinross 1.25% NSR Au Nevada, USA Bald Mountain (2) Kinross 2.0% NSR Au Nevada, USA Bald Peak Paramount Gold Nevada Corp.
(" Eagle Ridge ") 3.0% NSR Au Québec, Canada Baden Val-d'Or Mining 1.25% NSR Au Ontario, Canada Bald Mountain JV Kinross Gold Corporation (" Kinross ") 1.25% NSR Au Nevada, USA Bald Mountain(2) Kinross 2.0% NSR Au Nevada, USA Bald Peak (optioned) Paramount Gold Nevada Corp.
(3) Royalty subject to a production hurdle of 120,000 oz of production. (4) The Vareš copper stream applies to 100% of copper production from the mining area over the Rupice deposit. The stream has associated ongoing payments equal to 30% of the LME spot copper price, with the effective payable copper fixed at 24.5%.
(5) Royalty subject to a production hurdle of 120,000 oz of production. (6) The Vareš copper stream applies to 100% of copper production from the mining area over the Rupice deposit. The stream has associated ongoing payments equal to 30% of the LME spot copper price, with the effective payable copper fixed at 24.5%.
Operating and Financial Review and Prospects" for further information regarding the Canadian Malartic Property. ITEM 4A. UNRESOLVED STAFF COMMENTS None. 34
Operating and Financial Review and Prospects" for further information regarding the Canadian Malartic Property. ITEM 4A. UNRESOLVED STAFF COMMENTS None. 37
Our diversified portfolio consists primarily of net smelter return royalties on gold properties, as well as NSR royalties on properties with other primary commodity exposure, net profit interest royalties on gold properties, and a revenue generating copper stream.
Our diversified portfolio consists primarily of net smelter return royalties on gold properties, as well as NSR royalties on properties with other primary commodity exposure, NPI royalties on gold properties, and a revenue generating copper stream.
(" Romios Gold ") 2.0% NSR Au Nevada, USA Kismet EMX Royalty 2.0% NSR Au Nevada, USA La Mina Project GoldMining 2.0% NSR Au, Ag, Cu Colombia La Ronciere† Scandium Canada Ltd. 1.25% NSR Au Québec, Canada Lac Barry Bonterra Resources Inc. 3.0% NSR and 15% FCI Au Québec, Canada Lac Fiedmont Val-d'Or Mining 1.25% NSR Au Québec, Canada Lac Guéguen Progenitor 1.25% NSR Au Québec, Canada Lac Laverdiere Val-d'Or Mining 1.25% NSR Au Québec, Canada Lac Lemoyne Val-d'Or Mining 1.25% NSR Au Québec, Canada Lantern Group Eleven 2.0% NSR Au Nevada, USA Liberty Springs Group Eleven 2.0% NSR Au Nevada, USA Lincoln Hill Project Coeur Mining, Inc.
(" Romios Gold ") 2.0% NSR Au Nevada, USA Kismet Elemental Royalty 2.0% NSR Au Nevada, USA La Mina GoldMining 2.0% NSR Au, Ag, Cu Colombia La Ronciere† Imperial Mining Group Ltd. 1.25% NSR Au Québec, Canada Lac Barry Bonterra Resources Inc. 3.0% NSR and 15% FCI Au Québec, Canada Lac Fiedmont Val-d'Or Mining 1.25% NSR Au Québec, Canada Lac Guéguen Progenitor 1.25% NSR Au Québec, Canada Lac Laverdiere Val-d'Or Mining 1.25% NSR Au Québec, Canada Lac Lemoyne Val-d'Or Mining 1.25% NSR Au Québec, Canada Lantern Group Eleven 2.0% NSR Au Nevada, USA Liberty Springs Group Eleven 2.0% NSR Au Nevada, USA Lincoln Hill - Rochester Mine Coeur Mining, Inc.
All permits related to mining the Canadian Malartic pit extension have been received. As part of the permitting process for in-pit tailings deposition, the Canadian Malartic GP has committed to completing a hydrogeological study to demonstrate that the Canadian Malartic pit would provide a hydraulic trap and contain the tailings with minimal environmental risk.
All permits related to mining the Canadian Malartic pit extension have been received. As part of the permitting process for in-pit tailings deposition, Canadian Malartic GP has committed to completing a hydrogeological study to demonstrate that the Canadian Malartic pit would provide a hydraulic trap and contain the tailings with minimal environmental risk. Golder Associates Ltd. is preparing this study.
(" Canadian Gold ") 0.5% NSR Au Ontario, Canada Harricana Fault Val-d'Or Mining 1.25% NSR Au Québec, Canada Hazen Val-d'Or Mining 1.25% NSR Au Québec, Canada Hazeur TomaGold Corp. 1.0% NSR Au Québec, Canada HEES Canadian Gold 0.5% NSR Au Ontario, Canada Hercules Elevation Gold Mining Corp. 2.0% NSR Au Nevada, USA Hill Nevada Mine Properties II 0.5% NSR Au Nevada, USA Hog Ranch Project MACH Metals Australia Pty Ltd 2.25% NSR Au Nevada, USA Hunter Mine Group Progenitor 1.25% NSR Au Québec, Canada Hurricane Nevada King 3.0% NSR Au Nevada, USA Isabella Extension Fortitude Gold 2.5% NSR Au Nevada, USA Isabella Pearl Mine Fortitude Gold 0.375% GRR Au, Ag Nevada, USA Island 27 Val-d'Or Mining 1.0% NSR Au Ontario, Canada Jerritt Canyon Mine First Majestic Silver Corp.
(" Canadian Gold ") 0.5% NSR Au Ontario, Canada Harricana Fault Val-d'Or Mining 1.25% NSR Au Québec, Canada Hazen Val-d'Or Mining 1.25% NSR Au Québec, Canada Hazeur TomaGold Corp. 1.0% NSR Au Québec, Canada HEES Canadian Gold 0.5% NSR Au Ontario, Canada Hercules Elevation Gold Mining Corp. 2.0% NSR Au Nevada, USA Hill Nevada Mine Properties II 0.5% NSR Au Nevada, USA Hog Ranch REX Minerals Ltd. 2.25% NSR Au Nevada, USA Hunter Mine Group Progenitor 1.25% NSR Au Québec, Canada Hurricane Nevada King 3.0% NSR Au Nevada, USA Isabella Extension Fortitude Gold 2.5% NSR Au Nevada, USA Isabella Pearl Mine Fortitude Gold 0.375% GRR Au, Ag Nevada, USA Island 27 Val-d'Or Mining 1.0% NSR Au Ontario, Canada 24 Jerritt Canyon Mine First Majestic Silver Corp.
(5) Royalty to decrease to a 0.5% NSR after 725,000 oz of gold production. Subject to a buyback right of the operator, whereby a 0.5% NSR may be repurchased for $2.5 million after the earlier of 2,250,000 oz of production or 2050.
Subject to a buyback right of the operator, whereby a 0.5% NSR may be repurchased for $2.5 million after the earlier of 2,250,000 oz of production or 2050.
Golder Associates Ltd. is preparing this study. Permits for Odyssey North and South were granted in 2020 to allow the first phase of the Odyssey Project to begin. At this time, the Certificate of Authorization (" CofA ") for the shaft has not yet been obtained and the CofA for the waste rock management facility requires modification.
Permits for Odyssey North and South were granted in 2020 to allow the first phase of the Odyssey Project to begin. At this time, the Certificate of Authorization (" CofA ") for the shaft has not yet been obtained and the CofA for the waste rock management facility requires modification.
Environmental, Social & Governance ("ESG") Due to the nature of our business, we do not directly manage the ESG risks associated with the operators and underlying assets of our royalties.
Environmental, Social & Governance ("ESG") Due to the nature of our business, we do not directly manage the ESG risks associated with the operators and underlying assets of our royalty and streaming interests.
We currently hold 248 royalty and streaming interests of which 7 are on cash flowing assets. These interests are located in eight countries primarily across the Americas. Additionally, the properties underlying such royalties, streaming and similar interests are currently operated by over 93 different partners.
We currently hold 258 royalty and streaming interests of which 8 are on cash flowing assets. These interests are located in eight countries primarily across the Americas. Additionally, the properties underlying such royalties, streaming and similar interests are currently operated by over 101 different partners.
(" Provenance Gold ") 3.0% NSR Au Oregon, USA Entre Deux Lacs Progenitor 1.25% NSR Au Québec, Canada Fancamp IAMGOLD 1.5% NSR Au Québec, Canada Fenton† Cartier Resources Inc. 1.0% NSR Au, Mo Québec, Canada FRACE Barrick Gold 2.0% NSR Au Nevada, USA French Gold Bar (leased) McEwen Mining Inc.
(" Provenance Gold ") 3.0% NSR Au Oregon, USA Entre Deux Lacs Progenitor 1.25% NSR Au Québec, Canada Fancamp IAMGOLD 1.5% NSR Au Québec, Canada Fenton† Cartier Resources Inc. 1.0% NSR Au, Mo Québec, Canada Fireball Ridge (optioned) Renegade Exploration Limited 3.0% NSR Au Nevada, USA FRACE Barrick Mining 2.0% NSR Au Nevada, USA French Gold Bar (leased) McEwen Mining Inc.
Our head office is located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 4A2 and our telephone number is +1 (604) 396-3066. Our registered office is 925 West Georgia Street, Suite 1000, Vancouver, British Columbia, Canada V6C 3L2. Our website address is www.goldroyalty.com. Information on our website is not incorporated herein by reference.
Our head office is located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 4A2 and our telephone number is +1 (604) 396-3066. Our registered office is 2200-1021 West Hastings Street, Vancouver, British Columbia, Canada V6C 0C3. Our website address is www.goldroyalty.com. Information on our website is not incorporated herein by reference.
We believe we offer potential counterparties added value, by virtue of, among other things, our: • ability to provide non-dilutive project development financing; • capital markets presence, which provides counterparties with expanded visibility; • ability to leverage the experience of our team to offer market and development insights to the management and boards of counterparties; and • due diligence and selection process, which provides a potential third-party endorsement of the projects underlying royalties, streams and other interests we select for acquisition.
We believe we offer potential counterparties added value, by virtue of, among other things, our: • ability to provide non-dilutive project development financing; • capital markets presence, which provides counterparties with expanded visibility; • ability to leverage the experience of our team to offer market and development insights to the management and boards of counterparties; and • due diligence and selection process, which provides a potential third-party endorsement of the projects underlying royalties, streams and other interests we select for acquisition. 17 In evaluating potential transactions, we utilize a disciplined approach to manage our fiscal profile.
Canadian Malartic Property (open pit) (2) Agnico Eagle 2.0% - 3.0% NSR Au, Ag Québec, Canada Production Stage Open pit mine. Canadian Malartic Property is a large-tonnage, low-grade Archean gold system, consisting of a widespread shell of disseminated gold-bearing pyrite mineralization hosted by porphyritic felsic to intermediate intrusions and altered metasediments.
Canadian Malartic Property is a large-tonnage, low-grade Archean gold system, consisting of a widespread shell of disseminated gold-bearing pyrite mineralization hosted by porphyritic felsic to intermediate intrusions and altered metasediments. Canadian Malartic Property - Odyssey mine (4) (underground) Agnico Eagle 3.0% NSR Au, Ag Québec, Canada Production Stage Underground mine in construction.
(" McEwen Mining ") 2.0% NSR Au Nevada, USA Frost Paramount Gold 2.0% NSR Au Oregon, USA Garrison STLLR Gold Inc. 1.2% NSR Au Ontario, Canada Generation Selbaie Bloc 5-6† Midland Exploration 1.0% NSR Au, Ag Québec, Canada Generation Selbaie Bloc 7† Midland Exploration 1.0% NSR Au, Ag Québec, Canada Gent Nevada Mine Properties 0.5% NSR Au Nevada, USA Gilbert South (optioned) Orogen Royalties Inc. 2.0% NSR Au Nevada, USA Gold Bar McEwen Mining 2.0% NSR Au Nevada, USA Gold Canyon McEwen Mining 2.0% NSR Au Nevada, USA Gold Rock Extension Calibre Mining Corp.
(" McEwen Mining ") 2.0% NSR Au Nevada, USA Frost Paramount Gold 2.0% NSR Au Oregon, USA Garrison STLLR Gold Inc. 1.2% NSR Au Ontario, Canada Generation Selbaie Bloc 5-6† Midland Exploration 1.0% NSR Au, Ag Québec, Canada Generation Selbaie Bloc 7† Maple Gold Mines / Agnico Eagle 1.0% NSR Au, Ag Québec, Canada Gent Nevada Mine Properties 0.5% NSR Au Nevada, USA Gilbert South (optioned) Orogen Royalties Inc. 2.0% NSR Au Nevada, USA Gold Bar McEwen Mining 2.0% NSR Au Nevada, USA Gold Canyon McEwen Mining 2.0% NSR Au Nevada, USA Gold Rock Extension Minera Alamos Inc.
Furthermore, we expect that our experienced management team and extensive 16 relationships coupled with our strong technical skills and execution capabilities will position us to source and pursue new growth opportunities across the asset spectrum. • Potential for Additional Royalties through our Royalty Generator Model .
Furthermore, we expect that our experienced management team and extensive relationships coupled with our strong technical skills and execution capabilities will position us to source and pursue new growth opportunities across the asset spectrum. • Potential for additional royalties through our Royalty Generator Model . We seek to complement our acquisition strategy by continuing to implement the "Royalty Generator Model".
(" First Majestic ") 0.5% NSR, PTR (sliding scale) Au, Ag Nevada, USA Jonsmith Val-d'Or Mining 1.25% NSR Au Ontario, Canada Jouvex† Midland Exploration 1.0% NSR Au Québec, Canada 24 King Project Eagle Ridge 2.0% NSR Au Ontario, Canada King Solomon Phenom Resources Corp. 3.0% NSR Au Nevada, USA Kinkaid Romios Gold Resources Inc.
(" First Majestic ") 0.5% NSR Au, Ag Nevada, USA Jonsmith Val-d'Or Mining 1.25% NSR Au Ontario, Canada Jouvex† Midland Exploration 1.0% NSR Au Québec, Canada King Project Eagle Ridge 2.0% NSR Au Ontario, Canada King Solomon (optioned) Val-d'Or Mining 3.0% NSR Au Nevada, USA Kinkaid Romios Gold Resources Inc.
The north-central portion of the property covers an approximately 9.5 km section of the LLCFZ corridor and is underlain by mafic-ultramafic metavolcanic rocks of the Piche Group cut by intermediate porphyritic and mafic intrusions. The Cadillac Group covers the northern part of the property (north of the LLCFZ).
The north-central portion of the property covers an approximately 9.5 km section of the LLCFZ corridor and is underlain by 33 mafic-ultramafic metavolcanic rocks of the Piche Group cut by intermediate porphyritic and mafic intrusions. The Cadillac Group covers the northern part of the property (north of the LLCFZ). It consists of greywacke containing lenses of conglomerate.
As a result, over time, the Canadian Malartic GP has improved its environmental performance. With respect to activities in 2020, Canadian Malartic GP received two non-compliance notices for nitrogen oxide emissions. The mine's team of on-site environmental experts continues to monitor regulatory compliance in terms of approvals, permits and observance of directives and requirements and continues to implement improvement measures.
With respect to activities in 2020, Canadian Malartic GP received two non-compliance notices for nitrogen oxide emissions. The mine's team of on-site environmental experts continues to monitor regulatory compliance in terms of approvals, permits and observance of directives and requirements and continues to implement improvement measures.
In evaluating potential transactions, we utilize a disciplined approach to manage our fiscal profile. We expect to maintain low overhead costs by operating with a small but highly experienced team and calling upon third-party resources to supplement our skill set if required, thereby maintaining a high degree of flexibility in our cost structure.
We expect to maintain low overhead costs by operating with a small but highly experienced team and calling upon third-party resources to supplement our skill set if required, thereby maintaining a high degree of flexibility in our cost structure.
Environmental, Permitting and Social Matters In 2015, the Canadian Malartic GP developed and implemented an action plan to mitigate noise, vibrations, atmospheric emissions and ancillary issues related to the Canadian Malartic mine. Mitigation measures were put in place to improve the process and avoid environmental non-compliance events.
Environmental, Permitting and Social Matters In 2015, Canadian Malartic GP developed and implemented an action plan to mitigate noise, vibrations, atmospheric emissions and ancillary issues related to the Canadian Malartic mine. Mitigation measures were put in place to improve the process and avoid environmental non-compliance events. As a result, over time, Canadian Malartic GP has improved its environmental performance.
(" Aura ") 2.0% NSR and royalty convertible loan Au Rio Grande do Norte, Brazil Exploration Stage Open pit mine in construction. The deposit is considered a classic type of orogenic gold deposit. The main mineralized shear zone is about 30m thick.
(" Aura ") 2.0% NSR (2) , 0.75% NSR (3) and royalty convertible loan Au Rio Grande do Norte, Brazil Production Stage Open pit mine declared commercial production in September 2025. The deposit is considered a classic type of orogenic gold deposit. The main mineralized shear zone is about 30m thick.
Since the spring of 2015, the Canadian Malartic GP has been working collaboratively with the community of Malartic and its citizens, including the development of a "Good Neighbour Guide". Implementation of the Good Neighbour Guide, which includes compensation and home-acquisition programs, began on September 1, 2016.
Since the spring of 2015, Canadian Malartic GP has been working collaboratively with the community of Malartic and its citizens, including the development of a "Good Neighbour Guide". Implementation of the Good Neighbour Guide, which includes compensation and home-acquisition programs, began on September 1, 2016. Over 90% of the residents of Malartic have agreed to participate in the compensation program.
In 2023, we released our inaugural sustainability report, detailing our ESG practices and management of ESG-related risks. C. Organizational Structure The following chart sets forth our current corporate organization as of the date hereof. 18 D. Property, Plants and Equipment We are a precious metals-focused royalty company.
In 2023, we released our inaugural sustainability report, detailing our ESG practices and management of ESG-related risks. C. Organizational Structure The following chart sets forth our current corporate organization as of the date hereof. D. Property, Plants and Equipment We are a precious metals-focused royalty company. Our diversified portfolio currently consists of 258 royalty and streaming interests across varying stages.
Based on the classifications set forth in SK1300, as of the date hereof, we have royalties and streams on 7 Production Stage Properties and 241 Exploration Stage Properties.
Based on the classifications set forth in SK1300, as of the date hereof, we have 12 royalties and streams on 8 Production Stage Properties and 246 royalties on additional Exploration Stage Properties.
The Whistler Project is hosted by a multi-phase diorite porphyry intrusive complex. Magmatic hydrothermal mineralization (gold, copper) is characterized by abundant disseminated sulphide and quartz sulphide vein stockworks. __________ Notes: (1) Royalty applies to only a portion of the property.
The Whistler Project is hosted by a multi-phase diorite porphyry intrusive complex. Magmatic hydrothermal mineralization (gold, copper) is characterized by abundant disseminated sulphide and quartz sulphide vein stockworks. __________ Notes: (1) Royalty applies to only a portion of the property. (2) Royalty to decrease to a 0.5% NSR after 725,000 oz of gold production.
Agreements and Royalties The mining titles constituting the current Canadian Malartic Property were acquired by Osisko, mostly in stages, between 2004 and 2014. Many of the mining titles for the Canadian Malartic Property were map-staked by Osisko or its appointed intermediaries and are not subject to any encumbrances. Others were purchased outright from independent parties, without royalties or other obligations.
Many of the mining titles for the Canadian Malartic Property were map-staked by Osisko or its appointed intermediaries and are not subject to any encumbrances. Others were purchased outright from independent parties, without royalties or other obligations.
For the year ended For the year ended Units December 31, 2024 December 31, 2023 Processed (100% basis) (tonnes) 20,317,263 19,583,538 Grades Au (g/t) 1.09 1.15 Ag (g/t) 0.68 1.01 Metallurgical Recovery Au (%) 92.3 92.7 Ag (%) 68.6 72.2 Royalty Coverage (%) 4.044 1.875 Attributable Production Au (oz) 25,519 12,722 Ag (oz) 12,457 6,600 The gold produced at the Canadian Malartic mine is refined to market delivery standards by external refiners.
For the year ended For the year ended Units December 31, 2025 December 31, 2024 Processed (100% basis) (tonnes) 20,122,739 20,317,263 Royalty Coverage (%) 0.342 4.044 Grades Au (g/t) 1.08 1.09 Ag (g/t) 0.73 0.68 Metallurgical Recovery Au (%) 91.6 92.3 Ag (%) 72.1 68.6 Attributable Production Au (oz) 2,192 25,519 Ag (oz) 1,196 12,457 The gold produced at the Canadian Malartic mine is refined to market delivery standards by external refiners.
(" Calibre ") 2.0% NSR Au Nevada, USA Gold Rock Project Calibre 0.5% NSR Au Nevada, USA Golden Jet Progenitor 1.25% NSR Au Québec, Canada Goldfield West Centerra Gold Inc. 2.0% NSR Au Nevada, USA Green Springs Orla Mining 0.5% NSR Au Nevada, USA Green Springs Orla Mining 1.0% NSR Au Nevada, USA Gutsy EMX Royalty Corporation (" EMX Royalty ") 0.5% NSR Au Nevada, USA Hammond Reef South Canadian Gold Corp.
(" Minera ") 2.0% NSR Au Nevada, USA Gold Rock Project Minera 0.5% NSR Au Nevada, USA Gold Springs 1 (optioned) Stockworks Agency Inc. 3.0% NSR Au Nevada, USA Golden Jet Progenitor 1.25% NSR Au Québec, Canada Goldfield West Centerra Gold Inc. 2.0% NSR Au Nevada, USA Granite Creek Nevada Gold Mines 4.0% NSR Au Nevada, USA Green Springs Orla Mining 0.5% NSR Au Nevada, USA Green Springs Orla Mining 1.0% NSR Au Nevada, USA Gutsy Elemental Royalty Corporation (" Elemental Royalty ") 0.5% NSR Au Nevada, USA Hammond Reef South Canadian Gold Corp.
Process and Recovery Operations Run-of-mine ore is crushed using a gyratory crusher and two cone crushers. The crushed ore feed is transported by a conveyor belt to the covered stockpile. On-site pre-crushed material can also be directed to the stockpiles. The ore is fed to the grinding circuit using conveyors in an underground reclaim tunnel.
The crushed ore feed is transported by a conveyor belt to the covered stockpile. On-site pre-crushed material can also be directed to the stockpiles. The ore is fed to the grinding circuit using conveyors in an underground reclaim tunnel.
In contrast, gold mineralization in East Gouldie is higher grade and is hosted in highly strained intervals of greywacke with 1% to 2% disseminated pyrite and strong silica alteration, and moderate sericite and carbonate alteration.
At the Odyssey Project, gold mineralization in the East Malartic and Odyssey deposits are similar to the deposits in the western portion of the property. In contrast, gold mineralization in East Gouldie is higher grade and is hosted in highly strained intervals of greywacke with 1% to 2% disseminated pyrite and strong silica alteration, and moderate sericite and carbonate alteration.
Mineral Resources and Mineral Reserves Certain of the owners and operators of the projects underlying our interests have prepared and disclosed mineral resources and mineral reserve estimates which have been estimated with the CIM Definition Standards and NI 43-101.
Does not include the 1.5% NSR royalty acquired in January 2026. Mineral Resources and Mineral Reserves Certain of the owners and operators of the projects underlying our interests have prepared and disclosed mineral resources and mineral reserve estimates which have been estimated with the CIM Definition Standards and NI 43-101.
In addition, our "royalty generator model" is focused on mineral properties held by us and our subsidiaries and additional properties we may acquire from time to time, with the aim of subsequently optioning or selling them to third-party mining companies in transactions where we would retain a royalty, carried interest or other similar interest.
This allows us to leverage our business model by establishing a larger and more diversified portfolio of precious metals interests than would be typical in an operating company. 16 In addition, our "royalty generator model" is focused on mineral properties held by us and our subsidiaries and additional properties we may acquire from time to time, with the aim of subsequently optioning or selling them to third-party mining companies in transactions where we would retain a royalty, carried interest or other similar interest.
Gold linked royalty convertible loan may be converted into an incremental 0.5% NSR upon maturity, the converted 0.5% NSR may also be repurchased for $2.5 million after the earlier of 2,250,000 oz of production or 2050. (6) Royalty can be increased to 1.75% NSR for an exercise price of $5 million. See " Item 5.
Gold linked royalty convertible loan may be converted into an incremental 0.5% NSR upon maturity, the converted 0.5% NSR may also be repurchased for $2.5 million after the earlier of 2,250,000 oz of production or 2050. (3) Royalty to decrease to a 1.0% NSR after 1,500,000 oz of gold production. Royalty will terminate after 2,000,000 oz of gold production.
The preliminary mining concept is based on a sublevel open stoping mining method with paste backfill. Longitudinal retreat and transverse primary-secondary mining methods will also be used dependent on mineralization geometry and stope design criteria. The Odyssey Project is expected to use a combination of conventional and automated equipment, similar to what is currently used at the LaRonde Complex.
Mining at the Odyssey Project will be done by underground methods. The preliminary mining concept is based on a sublevel open stoping mining method with paste backfill. Longitudinal retreat and transverse primary-secondary mining methods will also be used dependent on mineralization geometry and stope design criteria.
The gold mineralized zones defined to date are structurally controlled and affected by ductile deformation. The mineralization shares many similarities with orogenic gold deposits in terms of metal associations, wall-rock alteration assemblages and structural controls. Gold is associated with disseminated pyrrhotite, chalcopyrite and pyrite, and minor sphalerite, arsenopyrite and marcasite. Native visible gold is fairly common in all zones.
The mineralization shares many similarities with orogenic gold deposits in terms of metal associations, wall-rock alteration assemblages and structural controls. Gold is associated with disseminated pyrrhotite, chalcopyrite and pyrite, and minor sphalerite, arsenopyrite and marcasite. Native visible gold is fairly common in all zones. Granite Creek Project (5) i-80 Gold Corp.
Operating and Financial Review and Prospects – Selected Asset Updates " for further information regarding our material and other key royalties. In addition to the above, our portfolio currently also includes the following additional Exploration Stage royalties: 22 Asset (1) Operator / Optionor Interest Metals Location Agar Val-d'Or Mining Corp.
In addition to the above, our portfolio currently also includes the following additional Exploration Stage royalties: 22 Asset (1) Operator / Optionor Interest Metals Location Agar Val-d'Or Mining Corp.
Ren Project Nevada Gold Mines (joint venture between Barrick Gold Corp. (" Barrick Gold ") (61.5%) and Newmont (38.5%)) 1.5% NSR 3.5% NPI Au Nevada, USA Exploration Stage Underground mine in development.
(" Barrick Mining ") (61.5%) and Newmont Corporation (" Newmont ") (38.5%)) 1.5% NSR, 3.5% NPI Au Nevada, USA Exploration Stage Underground mine in development.
We may, from time to time, conduct non-material exploration related activities to advance our royalty generator projects. We believe that the advantages of this business model include the following: • Lower volatility through diversification .
We generally do not operate mines, develop projects or conduct exploration; therefore, we are not required to contribute capital costs for these properties. We may, from time to time, conduct non-material exploration related activities to advance our royalty generator projects. We believe that the advantages of this business model include the following: • Lower volatility through diversification.
In carrying out our long-term growth strategy, we seek and continually review opportunities to expand our portfolio through the acquisition of existing or newly created royalties, streaming or similar interests and through accretive acquisitions of companies that hold such assets.
Our Strategy Our mission is to acquire royalties, streaming and similar interests at various stages of the mine life cycle to build a balanced portfolio offering near, medium and longer-term returns for investors. 15 In carrying out our long-term growth strategy, we seek and continually review opportunities to expand our portfolio through the acquisition of existing or newly created royalties, streaming or similar interests and through accretive acquisitions of companies that hold such assets.
For the year ended For the year ended Gold Equivalent Ounces December 31, 2024 December 31, 2023 Borden 270 270 Canadian Malartic 789 367 Côté Gold 487 — Cozamin 493 344 Vareš 380 — Borborema* 1,505 55 Jerritt Canyon 5 104 * Consist of pre-production royalty payments and interest received on our gold-linked loan.
Operating and Financial Review and Prospects – Non-IFRS Measures" . For the year ended For the year ended Gold Equivalent Ounces December 31, 2025 December 31, 2024 Borborema* 1,519 1,505 Borden 286 270 Canadian Malartic 66 789 Côté Gold 1,195 487 Cozamin 394 493 Vareš 934 380 * Consist of pre-production royalty payments and interest received on our gold-linked loan.
The design of the waste rock pile has been modified to accommodate the Canadian Malartic pit extension and now includes storage capacity for approximately 740 million tonnes. The expansion of the open pit, with production from the Canadian Malartic pit extension, is expected to increase the total amount of tailings to approximately 300 million tonnes over the life of mine.
The expansion of the open pit, with production from the Canadian Malartic pit extension, is expected to increase the total amount of tailings to approximately 300 million tonnes over the life of mine.
The process design criteria are based on a processing plant of 58,795 tonnes per operating day (" tpod ") capacity with a plant design utilization of 92%. The basis for the plant design assumed a head grade of 1.2 g/t Au and a gold recovery of 86%.
The process design criteria are based on a processing plant of 58,795 tonnes per operating day (" tpod ") capacity with a plant design utilization of 92%.
It consists of greywacke containing lenses of conglomerate. 31 Mineralization Mineralization in the Canadian Malartic deposit occurs as a continuous shell of 1% to 5% disseminated pyrite associated with fine native gold and traces of chalcopyrite, sphalerite and tellurides.
Mineralization Mineralization in the Canadian Malartic deposit occurs as a continuous shell of 1% to 5% disseminated pyrite associated with fine native gold and traces of chalcopyrite, sphalerite and tellurides. It extends on a 2 km strike and a width of 1 km (perpendicular to the strike), and from surface to 400 m below surface.
Our diversified portfolio currently consists of 248 royalty and streaming interests across varying stages. In addition to royalty and streaming interests, we hold rights to acquire additional royalties. See " – Buyback Rights ".
In addition to royalty and streaming interests, we hold rights to acquire additional royalties. See " – Buyback Rights ".
As with the Good Neighbour Guide and other community relations efforts at Canadian Malartic, the Canadian Malartic GP is working collaboratively with stakeholders to establish cooperative relationships that support the long-term potential of the mine. 33 The waste rock pile was originally designed to accommodate approximately 326 million tonnes of waste rock requiring a total storage capacity of approximately 161 million cubic metres.
As with the Good Neighbour Guide and other community relations efforts at Canadian Malartic, Canadian Malartic GP is working collaboratively with stakeholders to establish cooperative relationships that support the long-term potential of the mine.
Elmo (optioned) Black Mammoth 2.5% NSR Au Nevada, USA Steeloy Val-d'Or Mining 1.25% NSR Au Québec, Canada Sunday Hill† (optioned) Provenance Gold 3.0% NSR Au Oregon, USA Surubim GoldMining 1.0% NSR Au Brazil Tact Nevada Gold Mines 0.5% NSR Au Nevada, USA Thompson River† Agnico Eagle 0.5% NSR Au Québec, Canada Threshold-85 Val-d'Or Mining 1.25% NSR Au Québec, Canada Titanic Val-d'Or Mining 1.0% NSR Au Québec, Canada Titiribi GoldMining 2.0% NSR Au, Cu Colombia Trenton Canyon SSR Mining 0.3% NSR Au Nevada, USA Troy CopAur Minerals Inc. 1.0% NSR Au Nevada, USA Turquoise Ridge Nevada Gold Mines 2% NSR Au Nevada, USA Tuscarora American Pacific Mining Corp. 3.0% NSR Au Nevada, USA Upper Red Lake Val-d'Or Mining 1.5% NSR Au Ontario, Canada Venus New Val-d'Or Mining 1.25% NSR Au Québec, Canada Verneuil† VIOR 0.5% NSR Au Québec, Canada Victoria Creek Val-d'Or Mining 1.25% NSR Au Ontario, Canada War Eagle Integra Resources Corp. 1% NSR Au, Ag Idaho, USA Water Canyon Black Mammoth 2.5% NSR Au Nevada, USA Watershed IAMGOLD 1.0% NSR Au Ontario, Canada Whistler (Island Mountain) U.S.
Elmo (optioned) Black Mammoth 2.5% NSR Au Nevada, USA Steeloy Val-d'Or Mining 1.25% NSR Au Québec, Canada Sunday Hill† (optioned) Provenance Gold 3.0% NSR Au Oregon, USA Surubim GoldMining 1.0% NSR Au Brazil Tact Nevada Gold Mines 0.5% NSR Au Nevada, USA Thompson River† Agnico Eagle 0.5% NSR Au Québec, Canada Threshold-85 Val-d'Or Mining 1.25% NSR Au Québec, Canada Titanic Val-d'Or Mining 1.0% NSR Au Québec, Canada Titiribi GoldMining 2.0% NSR Au, Cu Colombia Trenton Canyon SSR Mining 0.3% NSR Au Nevada, USA Troy CopAur Minerals Inc. 1.0% NSR Au Nevada, USA Turquoise Ridge Nevada Gold Mines 2% NSR Au Nevada, USA Tuscarora American Pacific Mining Corp. 3.0% NSR Au Nevada, USA 26 Upper Red Lake Val-d'Or Mining 1.5% NSR Au Ontario, Canada Upper Red Lake Val-d'Or Mining 1.0% NSR Au Ontario, Canada Velvet (optioned) Platoro West Inc. 3.0% NSR Au Nevada, USA Venus New Val-d'Or Mining 1.25% NSR Au Québec, Canada Victoria Creek Val-d'Or Mining 1.25% NSR Au Ontario, Canada War Eagle Integra Resources Corp. 1% NSR Au, Ag Idaho, USA Water Canyon Black Mammoth 2.5% NSR Au Nevada, USA Watershed IAMGOLD 1.0% NSR Au Ontario, Canada White Hills (optioned) Exiro Minerals Corp. 3.0% NSR Au Nevada, USA White Horse Island Frontline 1.0% NSR Au Ontario, Canada White Rock Provenance Gold 2.0% NSR Au Nevada, USA Winnie Lake Val-d'Or Mining 1.25% NSR Au Ontario, Canada WR Claims Coeur Mining 1.0% NSR Au Nevada, USA Yarumalito GoldMining 1.0% NSR Au, Cu Colombia Yellowknife (Big Sky) GoldMining 1.0% NSR Au NWT, Canada Yellowknife (Clan Lake) GoldMining 1.0% NSR Au NWT, Canada Yellowknife (Goodwin Lake) GoldMining 1.0% NSR Au NWT, Canada Yellowknife (Nicholas Lake) GoldMining 1.0% NSR Au NWT, Canada Yellowknife (Ormsby-Bruce) GoldMining 1.0% NSR Au NWT, Canada † subject to buyback right. __________ Notes: (1) Certain of the royalties in this table do not apply to the entire project areas.
We seek to complement our acquisition strategy by continuing to implement the "Royalty Generator Model". This involves acquiring property interests and generating new royalties by optioning, leasing or otherwise contracting with third-party operators on a basis that allows us to retain a royalty or similar interest.
This involves acquiring property interests and generating new royalties by optioning, leasing or otherwise contracting with third-party operators on a basis that allows us to retain a royalty or similar interest. We believe this model is a relatively low-cost method of adding potential future upside to our portfolio by adding interests on exploration-stage projects.
Over 90% of the residents of Malartic have agreed to participate in the compensation program. Under the home-acquisition program, 57 residences have been acquired to date in the southern sector of Malartic, of which 45 have subsequently been sold under the Canadian Malartic GP's resale program that was implemented in April 2018.
Under the home-acquisition program, 57 residences have been acquired to date in the southern sector of Malartic, of which 45 have subsequently been sold under Canadian Malartic GP's resale program that was implemented in April 2018. As part of ongoing stakeholder engagement, an agreement with four First Nations groups was entered into in 2020.
Copper-dominant mineralization is associated with rhyolite flow domes. Granite Creek Project (3) i-80 Gold Corp. (" i-80 ") 10.0% NPI Au Nevada, USA Production Stage Underground mining has commenced, open pit in development. Mineralization at Granite Creek is Carlin-type, similar to nearby deposits at Turquoise Ridge and Twin Creeks.
(" i-80 ") 10.0% NPI Au Nevada, USA Production Stage Underground mining has commenced, open pit in development. Mineralization at Granite Creek is Carlin-type, similar to nearby deposits at Turquoise Ridge and Twin Creeks. 21 Pedra Branca Mine BHP Group Limited 25.0% NSR (Au), 2.0% NSR (other) Au, Cu Pará, Brazil Production Stage Underground mine.
The Tonopah West Project hosts high-grade silver and gold mineralization within intermediate sulfidation epithermal quartz veins and quartz cemented breccias. Vein mineralogy includes quartz, adularia, pyrite, and parallel bands of fine-grained black sulfide and/or sulfosalt minerals. Whistler Project (6) U.S. GoldMining Inc. (" U.S. GoldMining ") 1.0% NSR Au, Ag, Cu Alaska, USA Exploration Stage Not a current mining operation.
The Tonopah West Project hosts high-grade silver and gold mineralization within intermediate sulfidation epithermal quartz veins and quartz cemented breccias. Vein mineralogy includes quartz, adularia, pyrite, and parallel bands of fine-grained black sulfide and/or sulfosalt minerals. Vareš Mine (6) DPM Metals Inc. 100% Stream Cu Zenica-Doboj Canton, Bosnia and Herzegovina Production Stage Underground mine.
The gold mineralization at the Borden Mine occurs as a broad zone of disseminated and fracture-controlled sulphides within a volcano-metasedimentary package of variable composition. The mineralization generally consists of low to moderate grade gold, with minor silver, and is characterized by a persistent higher-grade core surrounded by a lower grade envelope.
The mineralization generally consists of low to moderate grade gold, with minor silver, and is characterized by a persistent higher-grade core surrounded by a lower grade envelope. Borborema Mine Aura Minerals Inc.
The mineralized sequence has been subjected to complex multi-stage deformation, with folded, sheared, dismembered and boudinaged quartz and quartz-carbonate veins commonly associated with gold mineralization. 21 Fenelon Gold Project (1) Wallbridge Mining Company Limited (" Wallbridge ") 2.0% NSR Au Québec, Canada Exploration Stage Not a current mining operation.
The mineralized sequence has been subjected to complex multi-stage deformation, with folded, sheared, dismembered and boudinaged quartz and quartz-carbonate veins commonly associated with gold mineralization. Canadian Malartic Property (open pit) (4) Agnico Eagle 2.0% - 3.0% NSR Au, Ag Québec, Canada Production Stage Open pit mine.

… 68 more changes not shown on this page.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

145 edited+194 added−91 removed54 unchanged
Biggest changeActual results could differ materially from those anticipated in these Forward-Looking Statements as a result of the following risk factors, among others: • we own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest; • a substantial majority of our royalty and other interests are on non-producing properties, which may never achieve production; • our revenue is subject to volatility in gold, copper and other commodity prices; • the volatility in gold, copper and other commodity prices may have an adverse impact on the value of our royalties, streaming and similar interests and on the payments we receive thereunder in the future; • we have limited or no access to data or the operations underlying our existing interests; • a significant portion of our revenues is derived from a small number of operating properties; • the value and potential revenue from our royalties, streaming and other interests are subject to many of the risks faced by owners and operators of the properties underlying our interests; • our business, financial condition and results of operations could be adversely affected by market and economic conditions; • we may enter into acquisitions and other material transactions at any time; • current and future indebtedness could adversely affect our financial condition and impair our ability to operate our business; • we have a history of negative cash flow from operating activities; • our future growth is, to an extent, dependent on our acquisition strategy; • our business and revenues could be adversely affected by problems concerning the existence, validity, enforceability, terms or geographic extent of our royalties, streaming and other interests, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators; • if title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third parties, our existing royalties, streaming or other interests could be found to be invalid; • operators may interpret our existing or future royalties, streaming or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights; • certain of our royalty interests are subject to buy down or other rights of third-parties; • mine development and operation is capital intensive and any inability of the operators of the properties underlying our existing or future interests to meet their liquidity needs may adversely affect the value of, and revenue from, such interests; • estimates of mineral resources and mineral reserves disclosed by the owners and operators of the properties underlying our royalties, streaming and other interests may be subject to significant revision; • depleted mineral reserves may not be replenished by the operators of the properties underlying our royalties, streaming and other interests; • we may enter into transactions with related parties and such transactions present potential conflicts of interests; • regulations and political or economic developments in any of the jurisdictions where the properties in which we hold or may hold royalties, streaming or similar interests are located may impact the projects underlying our interests; • opposition from Indigenous peoples may adversely impact the projects underlying our interests; • environmental risks in the jurisdictions where projects underlying our interests are located may affect the projects underlying our interests; • our operations and those of the owners and operators of the properties underlying our interests may be negatively impacted by the effects of the spread of illnesses or other public health emergencies; • our dependence on key management personnel; • certain of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have conflicts of interest; 55 • a significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results; • potential litigation affecting the properties that we have royalties, streaming or other interests in could have a material adverse effect on our business and operating results; • we may use certain financial instruments that are subject to a number or inherent risks; and • the other factors discussed under " Item 3.
Biggest changeActual results could differ materially from those anticipated in these Forward-Looking Statements as a result of the following risk factors, among others: • our revenue and the value of our royalty and streaming interests are subject to volatility in metal prices, which could negatively affect our results of operations, cash flow or financial condition; • we own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest; 63 • a substantial majority of our royalty and streaming interests are on non-producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on exploration and development stage properties, are subject to the risk that they may never achieve production; • we have limited or no access to data or the operations underlying our existing or future royalty, streaming or similar interests, which makes it more difficult for us to project or assess the performance of our royalty and streaming interests; • a significant portion of our asset value and revenue comes from a small number of operating properties, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated; • the value and potential revenue from our royalty, streaming and similar interests are subject to many of the risks faced by the owners and operators of our existing or future royalty, streaming or similar interests; • our business, financial condition and results of operations could be adversely affected by market and economic conditions; • we may enter into acquisitions or other material transactions at any time, which transactions may necessitate additional debt or equity financing; • our future growth is, to an extent, dependent on our acquisition strategy and our ability to acquire additional royalty or streaming interests at appropriate valuations; • current and future indebtedness could adversely affect our financial condition and impair our ability to operate our business; • our business and revenues could be adversely affected by problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty and streaming interests and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators; • if title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third-parties, our existing royalty and streaming interests could be found to be invalid; • operators may interpret our existing or future royalties, streaming or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights; • certain of our royalty interests are subject to buy-down and other rights of third-parties; • development and operation of mines is capital intensive and any inability of the operators of properties underlying our existing or future royalty, streaming or similar interests to meet liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of, and revenue from, such interests; • estimates of mineral resources and mineral reserves disclosed by the owners and operators of the properties underlying our royalty, streaming and similar interests may be subject to significant revision; • depleted mineral reserves may not be replenished, which could reduce the income we would have expected to receive from a particular royalty, streaming or similar interest; • operations in foreign countries or other sovereign jurisdictions are subject to many risks, which could decrease our revenues; • we may enter into transactions with related parties and such transactions present possible conflicts of interest. • the mining industry is subject to environmental risks in the jurisdictions where projects underlying our interests are located, including risk associated with climate change; • opposition from Indigenous peoples may delay or suspend development or operations at the properties where we hold royalty or similar interests, which could decrease our revenues; • evolving expectations regarding ESG matters may adversely affect our business, including as a result of additional costs, reputational damage, and/or litigation; • our operations and those of the owners and operators of the properties underlying our interests may be negatively impacted by the effects of the spread of illnesses or other public health emergencies; • we depend on the services of our Chief Executive Officer, Chief Financial Officer, Chief Development Officer and other management and key employees; • certain of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have conflicts of interest; • a significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results; • potential litigation affecting the properties that we have royalty, streaming or similar interests in could have a material adverse effect on us; • we may use certain financial instruments that subject us to a number of inherent risks; and • the other factors discussed under " Item 3.
Non-IFRS Measures We have included, in this document, certain performance measures, including: (i) Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share, basic and diluted; (ii) GEOs; (iii) Total Revenue, Land Agreement Proceeds and Interest; and (iv) Adjusted EBITDA which are each non-IFRS measures.
Non-IFRS Measures We have included, in this document, certain performance measures, including: (i) Total Revenue, Land Agreement Proceeds and Interest; (ii) Adjusted EBITDA; (iii) Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share, basic and diluted; and (iv) GEOs which are each non-IFRS measures.
We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other gold royalty companies in the precious metal mining industry. The table below provides a reconciliation of net income (loss) to Adjusted EBITDA .
We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other gold royalty companies in the precious metal mining industry. The table below provides a reconciliation of net loss (income) to Adjusted EBITDA.
Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following: • our plans and objectives, including our acquisition and growth strategy; • our future financial and operational performance, including expectations regarding projected future revenues; • royalty and other payments to be made to us by the owners and operators of the projects underlying our royalties, streaming and other interests; • expectations regarding our royalties, streaming and other interests; • the plans and expectations of the operators of properties underlying our royalty and streaming interests; • estimates of mineral reserves and mineral resources on the projects in which we have royalty and streaming interests; 54 • estimates regarding future revenue, expenses and needs for additional financing; and • adequacy of capital and financing needs.
Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following: • our plans and objectives, including our acquisition and growth strategy; • our future financial and operational performance, including expectations regarding projected future revenues; • royalty and other payments to be made to us by the owners and operators of the projects underlying our royalties, streaming and other interests; • expectations regarding our royalties, streaming and other interests; • the plans and expectations of the operators of properties underlying our royalty and streaming interests; • estimates of mineral reserves and mineral resources on the projects in which we have royalty and streaming interests; • estimates regarding future revenue, expenses and needs for additional financing; and • adequacy of capital and financing needs.
Lastly, a comprehensive technical study was completed by Ausenco in the fourth quarter to outline the expansion potential of the processing plant from 0.8 million to 1.3 million tonnes per annum (" tpa ") , confirming that no material capital expenditures are required to achieve a 1.0 million tpa capacity, and approximately US$25 million growth capital would be required to achieve 1.3 million tpa capacity.
Lastly, a comprehensive technical study was completed by Ausenco in the fourth quarter to outline the expansion potential of the processing plant from 0.8 million to 1.3 million tonnes per annum (" tpa "), confirming that no material capital expenditures are required to achieve a 1.0 million tpa capacity and approximately $25 million growth capital would be required to achieve 1.3 million tpa capacity.
Ren Project We hold a 1.5% NSR royalty and a 3.5% NPI over the Ren Project in Elko County, Nevada, USA, which is part of Carlin Complex operated by Barrick Gold Corporation (" Barrick ") and owned by Nevada Gold Mines, a joint venture between Barrick (61.5%) and Newmont Gold Corporation (38.5%).
Ren Project We hold a 1.5% NSR royalty and a 3.5% NPI royalty over the Ren Project (" Ren ") in Elko County, Nevada, USA, which is part of Carlin Complex operated by Barrick Mining Corporation (" Barrick ") and owned by Nevada Gold Mines, a joint venture between Barrick (61.5%) and Newmont Gold Corporation (38.5%).
The significant accounting policy judgements relevant to the current period are as follows: • The assessment of impairment of royalty and other mineral interests requires the use of judgments, when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test.
The significant accounting policy judgements relevant to the current period are as follows: (1) The assessment of impairment of royalty and other mineral interests requires the use of judgments, when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test.
In addition, we may use other approaches in determining FVLCD which may include estimates related to (i) dollar value per ounce of mineral reserve/resource; (ii) cash-flow multiples; and (iii) market capitalization of comparable assets.
In addition, we may use other approaches in determining 60 FVLCD which may include estimates related to (i) dollar value per ounce of mineral reserve/resource; (ii) cash-flow multiples; and (iii) market capitalization of comparable assets.
During the period from January 1, 2024, to December 31, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During the period from January 1, 2024, to December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The currency risk on our cash and cash equivalents, short-term investments and accounts payable and accrued liabilities is minimal. Equity price risk We are exposed to equity price risk associated with our investments in other mining companies.
The currency risk on our cash and cash equivalents, short-term investments and accounts payable and accrued liabilities is minimal. Equity price risk 61 We are exposed to equity price risk associated with our investments in other mining companies.
Management's Discussion and Analysis For the year ended December 31, 2024 General The management's discussion and analysis of the financial condition and results of operations of Gold Royalty Corp. for the year ended December 31, 2024 (the " MD&A "), is intended to provide the reader with a review of the factors that affected our performance during the periods presented, including matters that have affected our reported financial condition and results of operations, and matters that are reasonably likely, based on management's assessment, to have a material impact on future operations and results.
Management's Discussion and Analysis For the year ended December 31, 2025 General The management's discussion and analysis of the financial condition and results of operations of Gold Royalty Corp. for the year ended December 31, 2025 (the " MD&A "), is intended to provide the reader with a review of the factors that affected our performance during the periods presented, including matters that have affected our reported financial condition and results of operations, and matters that are reasonably likely, based on management's assessment, to have a material impact on future operations and results.
On March 6, 2025, i-80 announced a positive preliminary economic assessment on the Granite Creek Open Pit Project. The news release outlined the Granite Creek Open Pit is located within the Getchell Trend in northern Nevada, United States, immediately south of the Turquoise Ridge Complex of Nevada Gold Mines.
In a news release dated March 6, 2025, i-80 announced a preliminary economic assessment on the Granite Creek Open Pit Project. The news release outlined the Granite Creek Open Pit is located within the Getchell Trend in northern Nevada, United States, immediately south of the Turquoise Ridge Complex of Nevada Gold Mines.
This MD&A should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2024. Our financial statements for the year ended December 31, 2024, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (" IFRS ").
This MD&A should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2025. Our financial statements for the year ended December 31, 2025, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (" IFRS ").
This evaluation was based on the criteria set forth in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on its assessment, management has concluded that our internal control over financial reporting was effective as at December 31, 2024. Attestation report of the registered public accounting firm .
This evaluation was based on the criteria set forth in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on its assessment, management has concluded that our internal control over financial reporting was effective as at December 31, 2025. 62 Attestation report of the registered public accounting firm .
Changes to these assumptions may impact the fair value of the liability at period end. • We estimate the fair values of our share options at the date of grant using the Black-Scholes option pricing model.
Changes to these assumptions may impact the fair value of the asset at period end. • We estimate the fair values of our share options at the date of grant using the Black-Scholes option pricing model.
Cozamin Mine We hold a 1.0% NSR royalty on the southeastern portion of the Cozamin copper-silver mine, located in Zacatecas, Mexico, owned and operated by Capstone Copper Corp. (" Capstone "). On January 20, 2025, Capstone reported its consolidated copper production for 2024 and provided operations and capital expenditure guidance for 2025.
Cozamin Mine We hold a 1.0% NSR royalty on the southeastern portion of the Cozamin copper-silver mine (" Cozamin "), located in Zacatecas, Mexico, owned and operated by Capstone Copper Corp. (" Capstone "). In a news release dated January 20, 2025, Capstone reported its consolidated copper production for 2024 and provided operations and capital expenditure guidance for 2025.
The following is a reconciliation of net income (loss) to Adjusted Net Income (Loss), Per Share, basic and diluted for the periods indicated: 48 (1) Transaction related, and non-recurring general and administrative expenses comprised of operating expenses that are not expected to be incurred on an ongoing basis.
The following is a reconciliation of net loss to Adjusted Net (Loss) Income, Per Share, basic and diluted for the periods indicated: (2) Transaction related, and non-recurring general and administrative expenses comprised of operating expenses that are not expected to be incurred on an ongoing basis.
We also hold royalties on the wider Canadian Malartic Property, including 2.0% NSR royalties on the Charlie Zone and the eastern portion of the Gouldie zone, a 1.5% NSR royalty on the Midway Project (1.0% NSR can be bought back for $1.0 million) and a 15% Net Profit Interest (" NPI ") royalty on the Radium Property.
We also hold royalties on the wider Canadian Malartic Property, including 2.0% NSR royalties on the Charlie Zone and the eastern portion of the Gouldie zone, a 1.5% NSR royalty on the Midway Project (1.0% NSR can be bought back for $1.0 million) and a 15% NPI royalty on the Radium Property.
Our management (with the participation of our principal executive officer and principal financial officer) conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024.
Our management (with the participation of our principal executive officer and principal financial officer) conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025.
In 2024, we recognized a deferred tax recovery of $6.5 million, compared to $6.2 million in 2023. Following an internal reorganization, which was completed in the third quarter of 2024, it became probable that taxable profit would be available against which certain deferred tax assets (i.e. non-capital losses) could be utilized.
In 2025, we recognized a deferred tax recovery of $0.5 million, compared to $6.5 million in 2024. Following an internal reorganization that was completed in the third quarter of 2024, it became probable that taxable profit would be available against which certain deferred tax assets (i.e. non-capital losses) could be utilized.
To support production mining of the deposit, an additional set of twin declines will be driven from the Betze-Post open pit to the north with the intent to provide life of mine ventilation to the deposit as well as a direct path for material to be hauled and hoisted out via the existing Meikle Headframe.
It stated that, to support mining of the deposit, an additional set of twin declines will be driven from the Betze-Post open pit to the north with the intent to provide life of mine ventilation to the deposit as well as a direct path for material to be hauled and hoisted out via the existing Meikle Headframe.
Three months ended December 31, 2023, compared to three months ended December 31, 2022 For a discussion of our results of operations for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, please refer to Item 5.
Three months ended December 31, 2024, compared to three months ended December 31, 2023 For a discussion of our results of operations for the three months ended December 31, 2024, compared to the three months ended December 31, 2023, please refer to Item 5.
Based on the short-term investments held by us as at December 31, 2024, a 10% change in the market price of these investments would have an impact of approximately $0.02 million on net loss. We are not exposed to significant equity price risk related to our short-term investments.
Based on the short-term investments held by us as at December 31, 2025, a 10% change in the market price of these investments would have an impact of approximately $0.1 million on net loss. We are not exposed to significant equity price risk related to our short-term investments.
Operating and Financial Review and Prospects of our Annual Report on Form 20-F for the year ended December 31, 2023 .
Operating and Financial Review and Prospects of our Annual Report on Form 20-F for the year ended December 31, 2024.
On March 5, 2025, i-80 announced a positive preliminary economic assessment on the Granite Creek Underground Project which outlined that the Granite Creek Underground Project is the first property within i-80's pipeline of assets to be redeveloped and is currently ramping up to full production.
In a news release dated March 5, 2025, i-80 announced a positive preliminary economic assessment on the Granite Creek Underground Project which outlined that the Granite Creek Underground Project is the first property within i-80's pipeline of assets to be redeveloped and is currently ramping up to full production.
Our diversified portfolio includes 248 royalty and streaming interests across properties of various stages, of which 7 are on cash flowing assets. Our head office and principal address is located at 1830 – 1188 West Georgia Street Vancouver, BC, V6E 4A2, Canada.
Our diversified portfolio includes 258 royalty and streaming interests across properties of various stages, of which 8 are on cash flowing assets. Our head office and principal address is located at 1830 – 1188 West Georgia Street Vancouver, BC, V6E 4A2, Canada.
Our common shares (the " GRC Shares ") and common share purchase warrants are listed on the NYSE American under the symbols "GROY" and "GROY-WT", respectively.
Our common shares (the " GRC Shares ") and common share purchase warrants are listed on the NYSE American under the symbols "GROY" and "GROY.WS", respectively.
See " Non-IFRS Measures " in this Item for detailed descriptions and reconciliations. Unless otherwise stated, all information contained in this MD&A is as of March 20, 2025. Unless otherwise stated, references herein to " $ " or " dollars " are to United States dollars and references to " C$ " are to Canadian dollars.
See " Non-IFRS Measures " in this Item for detailed descriptions and reconciliations. Unless otherwise stated, all information contained in this MD&A is as of March 18, 2026. Unless otherwise stated, references herein to " $ " or " dollars " are to United States dollars and references to " C$ " are to Canadian dollars.
Year ended December 31, 2023, compared to year ended September 30, 2022 For a discussion of our results of operations for the year ended December 31, 2023, compared to the year ended September 30, 2022, please refer to Item 5. Operating and Financial Review and Prospects of our Annual Report on Form 20-F for the year ended December 31, 2023.
Year ended December 31, 2024, compared to year ended December 31, 2023 For a discussion of our results of operations for the year ended December 31, 2024, compared to the year ended December 31, 2023, please refer to Item 5. Operating and Financial Review and Prospects of our Annual Report on Form 20-F for the year ended December 31, 2024.
The fair value of our other financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying values due to their short term to maturity. Government and bank loan, and lease obligation are measured at amortized cost.
The fair value of our other financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their carrying values due to their short term to maturity. Lease obligations are measured at amortized cost.
The fair value of the government and bank loan and lease obligation approximate their carrying values as their interest rates are comparable to current market rates. Financial risk management objectives and policies The financial risk arising from our operations are credit risk, liquidity risk, currency risk, equity price risk and interest rate risk.
The fair value of our lease obligations approximate their carrying values as their interest rates are comparable to current market rates. Financial risk management objectives and policies The financial risk arising from our operations are credit risk, liquidity risk, currency risk, equity price risk and interest rate risk.
Our royalty is subject to a buyback right of the operator, whereby a 0.5% NSR may be repurchased for $2.5 million after the earlier of 2,250,000 oz of production or 2050. On February 26, 2025, Aura announced its full year 2024 results including an update on Borborema.
Our royalty is subject to a buyback right of the operator, whereby a 0.5% NSR may be repurchased for $2.5 million after the earlier of 2,250,000 ounces of production or 2050. On February 26, 2025, Aura issued a news release disclosing its full year 2024 results including an update on Borborema.
Accordingly, we have recognized deferred tax assets that were previously unrecognized, giving rise to a deferred tax recovery. In 2024, we had a net loss of $3.4 million, or $0.02 per share on a basic and diluted basis, compared to net loss of $26.8 million, or $0.18 per share on a basic and diluted basis, in 2023.
Accordingly, we have recognized deferred tax assets that were previously unrecognized, giving rise to a deferred tax recovery in 2024. In 2025, we had a net loss of $4.1 million, or $0.02 per share on a basic and diluted basis, compared to net loss of $3.4 million, or $0.02 per share on a basic and diluted basis, in 2024.
During the three months ended December 31, 2024, we incurred Adjusted Net Loss of $2.7 million or $0.02 per share, compared to an Adjusted Net Income of $0.9 million or $0.01 per share, for the same period in 2023.
During the three months ended December 31, 2025, we incurred Adjusted Net Income of $0.02 million or $0.00 per share, compared to an Adjusted Net Loss of $2.7 million or $0.02 per share, for the same period in 2024.
Borborema Project We hold a 2.0% NSR royalty over the Borborema Gold Project (" Borborema ") in Rio Grande do Norte, Brazil, which is owned and operated by a subsidiary of Aura Minerals Inc. (" Aura "). The royalty decreases to a 0.5% NSR after 725,000 oz of gold production.
Borborema Mine We hold a 2.0% NSR royalty over the Borborema Gold Mine (" Borborema ") in Rio Grande do Norte, Brazil, which is owned and operated by a subsidiary of Aura. The royalty decreases to a 0.5% NSR after 725,000 ounces of gold production.
It disclosed that Cozamin Mine achieved 24,907 tonnes of copper production in 2024. Cozamin Mine's copper production is expected to be similar in 2025 compared to 2024, with 23,000 to 26,000 tonnes of copper production at expected grades of approximately 1.87%. Production is expected to be consistently weighted throughout the year.
It disclosed Cozamin achieved 24,906 tonnes of copper production in 2024. Cozamin's copper production is expected to be similar in 2025 compared to 2024, with 23,000 to 26,000 tonnes of copper production at expected grades of approximately 1.87%. Production is expected to be consistently weighted throughout the year.
During the three months ended December 31, 2024, we received land agreement proceeds of $0.3 million, of which $0.2 million was credited against other mineral interests, compared to $0.4 million, of which $0.3 million was credited against other mineral interests in the comparative period of 2023. 45 During the three months ended December 31, 2024, we received $0.3 million in interest on our gold-linked loan, compared to $0.03 million in comparative period of 2023.
During the three months ended December 31, 2025, we received land agreement proceeds of $0.4 million, of which $0.2 million was credited against other mineral interests, compared to $0.3 million, of which $0.2 million was credited against other mineral interests in the comparative period of 2024. 53 During the three months ended December 31, 2025, we received $0.5 million in interest on our gold-linked loan to Aura (Borborema), compared to $0.3 million in the comparative period of 2024.
Amounts attributed to Borborema in the table above consist of pre-production royalty payments and interest received on our gold-linked loan.
Amounts attributed to Borborema consist of pre-production royalty payments and interest received on our gold-linked loan.
Determination of functional currency may involve judgment to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determine the primary economic environment.
(2) The functional currency for our subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve judgment to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determine the primary economic environment.
When assessing whether there are 51 indicators of impairment, management uses its judgment in evaluating the indicators such as significant changes in future commodity prices, discount rates, foreign exchange rates, taxes, operator reserve and resource estimates or other relevant information received from the operators that indicates production from royalty and streaming interests may be deferred, will likely not occur or may be significantly reduced in the future. • The functional currency for our subsidiaries is the currency of the primary economic environment in which the entity operates.
When assessing whether there are indicators of impairment, management uses its judgment in evaluating the indicators such as significant changes in future commodity prices, discount rates, foreign exchange rates, taxes, operator reserve and resource estimates or other relevant information received from the operators that indicates production from royalty and streaming interests may be deferred, will likely not occur or may be significantly reduced in the future.
In its management's discussion and analysis for the three and twelve months ended December 31, 2024, Barrick disclosed that the Ren Project is anticipated to produce an average of 140,000 ounces of gold per year (100% basis) once in full production in 2027.
In its management's discussion and analysis for the year ended December 31, 2024, Barrick disclosed that the Ren Project is anticipated to produce an average of 140,000 oz of gold per year once in full production by 2027.
Amounts attributed to Borborema in the table above consist of pre-production royalty payments and interest received on our gold-linked loan. In 2024, we received land agreement proceeds of $3.1 million, of which $1.7 million was credited against other mineral interests, compared to $2.3 million, of which $1.9 million was credited against other mineral interests in 2023.
Amounts attributed to Borborema consist of pre-production royalty payments and interest received on our gold-linked loan. 51 In 2025, we received land agreement proceeds of $1.6 million, of which $0.6 million was credited against other mineral interests, compared to $3.1 million, of which $1.7 million was credited against other mineral interests in 2024.
Total management salaries and directors' fees incurred for the periods indicated are as follows: For the year ended December 31, 2024 For the year ended December 31, 2023 For the three months ended December 31, 2022 (transition period) For the year ended September 30, 2022 (in thousands of dollars) ($) ($) ($) ($) Management salaries 2,288 1,332 275 1,453 Directors' fees 209 332 102 442 Share-based compensation 1,713 1,701 788 1,628 4,210 3,365 1,165 3,523 Critical Accounting Estimates and Judgments The preparation of financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period.
Total management salaries and directors' fees incurred for the periods indicated are as follows: For the year ended December 31, 2025 December 31, 2024 December 31, 2023 (in thousands of dollars) ($) ($) ($) Management salaries 2,458 2,288 1,332 Directors' fees 198 209 332 Share-based compensation 2,002 1,713 1,701 4,658 4,210 3,365 Critical Accounting Estimates and Judgments The preparation of financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period.
As at December 31, 2024, we had working capital (current assets less current liabilities) of $2.0 million compared to $1.7 million as at December 31, 2023.
As at December 31, 2025, we had working capital (current assets less current liabilities) of $17.9 million compared to $2.0 million as at December 31, 2024.
During the three months ended December 31, 2024, we recognized non-cash share-based compensation expense of $0.8 million, compared to $0.5 million in the comparative period of 2023.
During the three months ended December 31, 2025, we recognized a non-cash share-based compensation expense of $0.9 million, compared to $0.8 million in the comparative period of 2024. During the three months ended December 31, 2025, we incurred finance costs of $1.5 million, compared to $2.2 million in the comparative period of 2024.
It further disclosed that Côté achieved a monthly production of 37,000 ounces gold in November and December. On February 20, 2025, IAMGOLD announced its full year 2024 results and outlined that it had achieved successful start up of Côté, stating it was quickest ramp-ups to commercial production for a large-scale open pit gold mine in Canada.
On February 20, 2025, IAMGOLD reported its financial and operational results for its full year 2024 results and outlined that it had achieved successful start-up of Côté, stating it was one of the quickest ramp-ups to commercial production for a large-scale open pit gold mine in Canada.
Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 53 It should be noted that while our principal executive officer and principal financial officer believe that our disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud.
Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In addition, Aura provided production guidance for 2025 which includes 33,000 oz to 40,000 oz of gold production from Borborema, outlining that with ramp-up scheduled to commence in Q1 2025, Borborema is expected to reach between 40% and 48% of its designed nominal capacity in 2025, equivalent to an annualized rate of 83,000 oz gold.
Aura disclosed production guidance for 2025 of 33,000 oz to 40,000 oz of gold production from Borborema, outlining that with ramp-up scheduled to commence in the first quarter of 2025, and it expects Borborema to reach between 40% and 48% of its designed nominal capacity in 2025, equivalent to an annualized rate of 83,000 oz gold.
The following provides a breakdown of our Total Revenue, Land Agreement Proceeds and Interest by assets for the periods indicated: For the three months ended December 31, 2024 December 31, 2023 (in thousands of dollars) ($) ($) Borden 251 102 Canadian Malartic 373 429 Côté 671 — Cozamin 323 224 Vareš 893 — Borborema 965 107 Jerritt Canyon 11 3 Others 359 454 3,846 1,319 See "Non-IFRS Measures" "Others" in the table above consist of land agreement proceeds and advance mineral royalty payments received.
The following provides a breakdown of our Total Revenue, Land Agreement Proceeds and Interest by assets for the periods indicated: For the three months ended December 31, 2025 December 31, 2024 (in thousands of dollars) ($) ($) Borborema 1,576 965 Borden 332 251 Canadian Malartic 65 373 Côté 1,600 671 Cozamin 393 323 Vareš 808 893 Others 432 370 5,206 3,846 See "Non-IFRS Measures" "Others" in the table above consist of land agreement proceeds and advance mineral royalty payments received.
During the three months and years ended December 31, 2024, LBMA PM fix gold price ranged from $2,572 to $2,784 (2023: $1,818 to $2,079) and $1,989 to $2,784 (2023: $1,810 to $2,079) per ounce, respectively.
During the three months and years ended December 31, 2025, LBMA PM fix gold price ranged from $3,872 to $4,481 (2024: $2,572 to $2,784) and $2,633 to $4,481 (2024: $1,989 to $2,784) per ounce, respectively.
During 2024, we received $1.0 million and a 3.0% NSR following the exercise by Blackrock Silver of its option to acquire the Tonopah West mineral interests. In 2024, we received $1.1 million in interest on our gold-linked loan, compared to $0.03 million in 2023.
During 2024, we received $1.0 million and a 3.0% NSR following the exercise by Blackrock Silver of its option to acquire the Tonopah West mineral interests. In 2025, we received $1.6 million in interest from our gold-linked loan to Aura (Borborema), compared to $1.1 million in 2024. The increase was due to increased gold prices in 2025.
As of March 19, 2025, the copper price was $9,988 per tonne. 42 Overall Performance For the year ended December 31, 2024, we incurred a net loss of $3.4 million, or $0.02 per share, compared to a net loss of $26.8 million, or $0.18 per share, for the prior year ended December 31, 2023.
As of March 17, 2026, the copper price was $12,677 per tonne. 50 Overall Performance For the year ended December 31, 2025, we incurred a net loss of $4.1 million, or $0.02 per share, compared to a net loss of $3.4 million, or $0.02 per share, for the prior year ended December 31, 2024.
During the three months ended December 31, 2024, we recognized a fair value gain on our short-term investments of $0.02 million as compared to a loss of $0.05 million in the three months ended December 31, 2023. Short-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share price in the market.
We recognized a fair value gain on our short-term investments of $0.5 million in 2025, compared to $0.04 million in 2024. Short-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share price in the market.
For the three months ended For the years ended December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 ($) ($) ($) ($) Average Gold Price ($/oz) (1) 2,661 1,977 2,387 1,943 Average Copper Price ($/tonne) (2) 9,193 8,162 9,150 8,476 __________ Notes: (1) Based on the London Bullion Market Association (" LBMA ") PM fix.
For the three months ended For the years ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 ($) ($) ($) ($) Average Gold Price ($/oz) (1) 4,149 2,661 3,437 2,387 Average Copper Price ($/tonne) (2) 11,113 9,193 9,942 9,150 __________ Notes: (1) Based on the London Bullion Market Association (" LBMA ") PM fix.
For further information see Barrick's management's discussion and analysis for the three and six months ended June 30, 2024, and its management's discussion and analysis for the three and twelve months ended December 31, 2024, available under its profile on www.sedarplus.ca.
For further information see Barrick's management's discussion and analysis documents for the three months ended March 31, 2025, the six months ended June 30, 2025, the nine months ended September 30, 2025, and the twelve months ended December 31, 2025, available under its profile on www.sedarplus.ca and presentation materials dated September 18, 2025, on www.barrick.com.
This royalty currently applies to a portion of the open pit areas (the eastern end of the Barnat Extension) where a majority of production to date has occurred. The royalty also applies to portions of the Odyssey, Internal Zones, East Malartic, Sladen and Sheehan zones, and all of the Jeffrey zone within the Canadian Malartic Complex.
This royalty currently applies to a portion of the open pit area (the eastern end of the Barnat Extension). The royalty also applies to portions of the Odyssey, Internal Zones, East Malartic, Sladen and Sheehan zones, and all of the Jeffrey zone within the Canadian Malartic Complex. The Canadian Malartic Complex is owned and operated by Agnico Eagle.
As of March 19, 2025, the gold price was $3,028 per ounce. During the three months and years ended December 31, 2024, LME Grade A copper price ranged from $8,706 to $9,883 (2023: $7,813 to $8,530) and $8,086 to $10,857 (2023: $7,813 to $9,436) per tonne, respectively.
As of March 17, 2026, the gold price was $5,017 per ounce. During the three months and years ended December 31, 2025, LME Grade A copper price ranged from $10,263 to $12,512 (2024: $8,706 to $9,883) and $8,539 to $12,512 (2024: $8,086 to $10,857) per tonne, respectively.
The average price for these periods was $2,661 (2023: $1,977) and $2,387 (2023: $1,943) per ounce, representing a 35% and 23% increase, respectively, compared to the same periods in 2023. The price of gold increased during the year ended December 31, 2024, largely due to rising global demand, reaching a record high of $2,784 per ounce on October 30, 2024.
The average price for these periods was $4,149 (2024: $2,661) and $3,437 (2024: $2,387) per ounce, representing a 56% and 44% increase, respectively, compared to the same periods in 2024. The price of gold increased during the year ended December 31, 2025, largely due to rising global demand, reaching a record high of $4,481 per ounce on December 26, 2025.
Our future profitability will be dependent on the royalty income to be received from mine operators. Royalties are based on a percentage of the minerals, or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize.
Royalties and streaming interests are based on a percentage of the minerals, or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize.
Côté production in 2025 is expected by IAMGOLD to be in the range of 360,000 to 400,000 ounces gold. IAMGOLD's primary focus for Côté is to achieve nameplate mill design capacity of 36,000 tpd by the fourth quarter of this year, while stabilizing operations by implementing and improving operation and maintenance procedures.
IAMGOLD stated that its primary focus for Côté is to achieve nameplate mill design capacity of 36,000 tpd by the fourth quarter of this year, while concurrently stabilizing operations by implementing and improving operation and maintenance procedures.
On September 4, 2024, Blackrock Silver announced the results of a NI 43-101 preliminary economic assessment for the Tonopah West Project. On February 18, 2025, Blackrock Silver disclosed that it had commenced permitting initiatives at the Tonopah West Project with the objective of receiving the necessary approvals and permits to break ground on an exploration decline in 2027.
In a news release dated February 18, 2025, Blackrock Silver disclosed that it had commenced permitting initiatives at Tonopah West with the objective of receiving the necessary approvals and permits to break ground on an exploration decline in 2027.
Blackrock Silver has also expanded its drilling programs by an additional 15,000 metres with an anticipated release of an updated NI 43-101 mineral resource estimate in the third 41 quarter of 2025. On February 20, 2025, Blackrock Silver also reported multiple + 1 kg/t AgEq intercepts from an in-fill drilling program initiated in mid-July 2024 at the Tonopah West Project.
Blackrock Silver had also expanded its drilling programs by an additional 15,000 m and anticipated release of an updated NI 43-101 mineral resource estimate in the third quarter of 2025. In a news release dated February 20, 2025, Blackrock Silver also reported results from an in-fill drilling program initiated in mid-July 2024 at Tonopah West.
For the year ended December 31, 2024, we incurred an Adjusted Net Loss of $1.2 million, or $0.01 per share, compared to an Adjusted Net Loss of $4.0 million, or $0.03 per share, for the prior year ended December 31, 2023. "Adjusted Net Loss" and "Adjusted Net Loss Per Share" are non-IFRS financial measures. See " Non-IFRS Measures ".
For the year ended December 31, 2025, we incurred an Adjusted Net Loss of $1.7 million, or $0.01 per share, compared to an Adjusted Net Loss of $1.2 million, or $0.01 per share, for the prior year ended December 31, 2024.
In addition, we recognized a gain on loan modification of $0.3 million during 2024, relating to the amendment of our Credit Facility, compared to a loss of $0.2 million in 2023. We incurred current tax expenses of $0.5 million in 2024, compared to $0.05 million in 2023.
In addition, we recognized a loss on loan modification of $0.2 million during 2025, relating to the amendment of our Credit Facility, compared to a gain of $0.3 million in 2024. In 2025, we recognized other income of $4.1 million compared to $0.1 million in 2024.
Our lease liability is determined using the interest rate implicit in the lease and an increase (decrease) of 10 basis points would not have a significant impact on the net loss for the year ended December 31, 2024. Outstanding Share Data As at the date hereof, we have 170,470,285 GRC Shares, 2,533,669 restricted share units and 9,524,994 share options outstanding.
Our lease obligations are determined using the interest rate implicit in the lease and an increase (decrease) of 10 basis points would not have a significant impact on the net loss for the year ended December 31, 2025. Outstanding Share Data As at the date hereof, we have 230,792,200 GRC Shares, 1,842,336 restricted share units and 9,658,993 share options outstanding.
Below is a reconciliation of our Total Revenue, Land Agreement Proceeds and Interest to total revenue for the periods indicated: 49 For three months ended For the years ended December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 (in thousands of dollars) ($) ($) ($) ($) Royalty 1,629 758 4,806 1,964 Pre-acquisition royalty revenue credited against Cozamin purchase price — — — 226 Streaming 893 — 893 — Advance minimum royalty and pre-production royalty 732 137 2,982 646 Land agreement proceeds 297 391 3,085 2,347 Gold-linked loan interests 295 33 1,081 33 Total Revenue, Land Agreement Proceeds and Interests 3,846 1,319 12,847 5,216 Land agreement proceeds credited against other mineral interests (196) (270) (1,663) (1,909) Pre-acquisition royalty revenue credited against Cozamin purchase price — — — (226) Gold-linked loan interests (295) (33) (1,081) (33) Revenue 3,355 1,016 10,103 3,048 Adjusted EBITDA Adjusted EBITDA is determined by adding the impact of depletion, depreciation, finance costs, current and deferred tax (recovery) expenses, interest earned on gold-linked loan, transaction related and non-recurring general and administrative expenses (2) , non-cash share-based compensation, share of (gain) loss in associate, dilution gain in associate, impairment of royalty, net of taxes, change in fair value of gold-linked loan, change in fair value of short-term investments, change in fair value of embedded derivative, foreign exchange (gain) loss, (gain) loss on loan modification and other income to net income (loss).
Below is a reconciliation of our Total Revenue, Land Agreement Proceeds and Interest to total revenue for the periods indicated: For three months ended For the years ended December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (in thousands of dollars) ($) ($) ($) ($) Royalty 2,390 1,629 7,122 4,806 Streaming 808 893 3,224 893 Advance minimum royalty and pre-production royalty 1,158 732 4,212 2,982 Land agreement proceeds 369 297 1,613 3,085 Interest income on gold-linked loan 481 295 1,597 1,081 Total Revenue, Land Agreement Proceeds and Interests 5,206 3,846 17,768 12,847 Land agreement proceeds credited against other mineral interests (224) (196) (561) (1,663) Interest income credited against gold-linked loan (481) (295) (1,597) (1,081) Revenue 4,501 3,355 15,610 10,103 Adjusted EBITDA Adjusted EBITDA is determined by adjusting net loss for the impact of: depletion, depreciation, finance costs, current and deferred tax expense (recovery), interest income credited against gold-linked loan, transaction related and non-recurring general and administrative expenses (1) , non-cash share-based compensation, share of loss and dilution loss (gain) in associate, change in fair value of gold-linked loan, short-term investments and embedded derivative, foreign exchange (gain) loss, loss (gain) on loan modification, partial make-whole payment for redemption of convertible debentures and other income.
The Vareš Stream applies to 100% of copper production from the Rupice mine area at the project. The Vareš Stream has associated ongoing payments equal to 30% of the LME spot copper price, with the effective payable copper fixed at 24.5%.
The Vareš Stream applies to 100% of copper production from the Rupice mine area with ongoing payments equal to 30% of the spot copper price, and effective payable copper is fixed at 24.5%. On January 28, 2025, Adriatic Metals Plc.
Net cash provided by operating activities in 2024 reflected a net loss of $3.4 million offset by various non-cash items including $3.3 million of depreciation and depletion, $8.0 million of finance costs, $0.3 million loan modification gain, $1.7 million and $0.6 million change in the fair value of our gold-linked loan and embedded derivative, respectively, and $6.5 million of deferred tax recovery.
Net cash provided by operating activities in 2025 reflected a net loss of $4.1 million offset by various non-cash and adjusting items including $8.3 million of finance costs, $4.2 million of make-whole payment for redemption of our convertible debentures, $4.1 million of other income, $2.8 million of share-based compensation, $2.7 million of depreciation and depletion, $1.7 million of change in fair value of our gold-linked loan, $0.5 million of change in fair value of short-term investments, $0.5 million of change in fair value of our embedded derivative, $0.5 million of deferred tax recovery, and $0.2 million of loan modification gain.
Non-cash working capital changes included a decrease in accounts receivable providing cash of $0.3 million in 2024, compared to a decrease using cash of $0.2 million in 2023. A decrease in prepaids and other receivables provided cash of $0.8 million in 2024, compared to an increase that used cash of $1.7 million in 2023.
Non-cash working capital changes included an increase in prepaids and other receivables using cash of $1.8 million in 2025, compared to a decrease that provided cash of $0.8 million in 2024; interest income received on our gold-linked loan providing cash of $1.6 million in 2025, compared to $1.1 million in 2024; an increase in accounts receivable using cash of $1.1 million in 2025, compared to $0.7 million in 2024; an increase in accounts payable and accrued liabilities provided cash of $0.8 million in 2025, compared to $0.2 million in 2024.
The Ely Warrants are exercisable into a total of 595,350 GRC Shares as of the date hereof. Furthermore, there are outstanding warrants to purchase 20,058,300 GRC Shares issued to holders in connection with the Offering. Each such warrant is exercisable to acquire one GRC Share for a period of 36 months after closing, at an exercise price of $2.25.
Furthermore, there are outstanding warrants to purchase 14,679,990 GRC Shares issued to holders in connection with our public offering in connection with the Vareš Stream in 2024. Each such warrant is exercisable to acquire one GRC Share, in accordance with their terms, for a period of 36 months after closing, at an exercise price of $2.25.
Recent Developments The following is a summary of selected recent developments regarding our business.
See "Non-IFRS Measures" for further information. Recent Developments The following is a summary of selected recent developments regarding our business.
For further information see Capstone's news release dated January 20, 2025, available under its profile on www.sedarplus.ca. Granite Creek Mine Project We hold a 10.0% NPI over the Granite Creek Mine in Humboldt County, Nevada, USA, owned and operated by i-80 Gold Corp. (" i-80 "). The royalty is subject to a production hurdle of 120,000 oz of gold production.
Granite Creek Mine We hold a 10.0% NPI royalty over the Granite Creek Mine (" Granite Creek ") in Humboldt County, Nevada, USA, owned and operated by i-80 Gold Corp. (" i-80 "). The royalty is subject to a production hurdle of 120,000 oz of gold.
Our secured revolving credit facility bears interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 3.00% or Adjusted Term SOFR plus a margin of 4.00%, as applicable, and an increase (decrease) of 10 basis point in the applicable rate of interest would not have a significant impact on the net loss for the year ended December 31, 2024.
Our secured revolving credit facility bears a interest rate based on SOFR plus applicable margin ranging from 2.50% to 3.50% based on our leverage ratio, and an increase (decrease) of 10 basis point in the applicable rate of interest would not have a significant impact on the net loss for the year ended December 31, 2025.
Key Information – D. Risk Factors " in this Annual Report and other disclosure documents, which are available under our profile at www.sedarplus.ca and www.sec.gov. This list of factors should not be construed as exhaustive. We do not intend to and do not assume any obligations to update Forward-Looking Statements, except as required by applicable law. Please see "Item 3.
Key Information – D. Risk Factors " in this Annual Report and other disclosure documents, which are available under our profile at www.sedarplus.ca and www.sec.gov. This list of factors should not be construed as exhaustive.
Three months ended December 31, 2024, compared to three months ended December 31, 2023 Revenue for the three months ended December 31, 2024, was $3.4 million, compared to $1.0 million in the comparative period of 2023.
Three months ended December 31, 2025, compared to three months ended December 31, 2024 Revenue for the three months ended December 31, 2025, increased by approximately 34% to $4.5 million, from $3.4 million in the comparative period of 2024.
Open pit mining activities are expected to be relatively flat through the year, averaging approximately 12 million tonnes per quarter, with a declining strip ratio through the year as ore mined increases. Plant throughput is expected to total approximately 12 million tonnes in 2025.
It further stated that the rate of ore mined is expected to increase through the year, owing to flat open pit mining rates, averaging approximately 12 million tonnes per quarter, and a declining waste to ore strip ratio through the year, and that plant throughput is expected to total approximately 12 million tonnes in 2025.
As at December 31, 2024, $25.3 million. was drawn under the Credit Facility. See " Recent Developments ". See "Financial Instruments and Risk Management" for more information regarding liquidity risks associated with financial instruments. Cash Flows Operating Activities Operating activities provided cash of $2.5 million in 2024, compared to using cash of $6.9 million in 2023.
See "Financial Instruments and Risk Management" for more information regarding liquidity risks associated with financial instruments. Cash Flows Operating Activities Operating activities provided cash of $6.2 million in 2025, compared to $2.5 million in 2024.
Our short and long-term investments are initially recorded at fair value and subsequently revalued to their fair market value at each period end based on inputs such as quoted equity prices.
Financial Instruments and Risk Management Our financial instruments consist of cash and cash equivalents, short-term and long-term investments, gold-linked loan, accounts receivable, accounts payable and accrued liabilities and lease obligations. Our short-term investments are initially recorded at fair value and subsequently revalued to their fair market value at each period end based on inputs such as quoted equity prices.
Our maximum exposure to credit risk is equivalent to the carrying value of our cash and cash equivalents in excess of the amount of government deposit insurance coverage for 52 each financial institution, and the carrying value of our accounts receivable and gold-linked loan. In order to mitigate our exposure to credit risk, we closely monitor our financial assets.
Our bank balances are held with a Schedule I chartered bank in Canada and its US affiliates. Our maximum exposure to credit risk is equivalent to the carrying value of our cash and cash equivalents in excess of the amount of government deposit insurance coverage for each financial institution, and the carrying value of our accounts receivable and gold-linked loan.

… 350 more changes not shown on this page.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

66 edited+5 added−8 removed84 unchanged
Biggest changeOption-based Awards (1) Share-based Awards (2) Name and Principal Position Number of Securities Underlying Unexercised Options (3) (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the-money Options (4) ($) Number of Shares or Units of Shares That Have Not Vested (5) (#) Market or Payout Value of Share-based Awards That Have Not Vested (4) ($) Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed ($) David Garofalo Chairman, Chief Executive Officer and President 600,000 5.00 March 7, 2026 — — — — 78,815 4.93 January 4, 2027 — — — — 310,756 2.59 December 5, 2027 — — — — 580,490 1.24 December 5, 2029 — — — — — 470,801 569,669 — Andrew Gubbels Chief Financial Officer 126,562 2.59 December 5, 2027 — — — — 270,192 1.24 December 5, 2029 — — — — 208,271 252,008 — John Griffith Chief Development Officer 275,000 5.00 March 7, 2026 — — — — 43,536 4.93 January 4, 2027 — — — — 144,642 2.59 December 5, 2027 — — — — 270,192 1.24 December 5, 2029 — — — — 218,112 263,916 — Samuel Mah Vice President, Evaluations 100,000 4.85 August 25, 2026 — — — — 42,035 4.93 January 4, 2027 — — — — 126,562 2.59 December 5, 2027 — — — — 236,418 1.24 December 5, 2029 — 191,283 231,452 — __________ Notes: (1) Options expiring on March 7, 2026, were granted on March 7, 2021, and vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant.
Biggest changeOption-based Awards (1) Share-based Awards (2) Name and Principal Position Number of Securities Underlying Unexercised Options (3) (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the-money Options (4) ($) Number of Shares or Units of Shares That Have Not Vested (5) (#) Market or Payout Value of Share-based Awards That Have Not Vested (4) ($) Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed ($) David Garofalo Chairman, Chief Executive Officer and President 600,000 5.00 March 7, 2026 — — — — 78,815 4.93 January 4, 2027 — — — — 310,756 2.59 December 5, 2027 450,596 — — — 580,490 1.24 December 5, 2029 1,625,372 — — — 195,436 4.01 December 19, 2030 5,863 — — — — 314,328 1,269,885 — Andrew Gubbels Chief Financial Officer 126,562 2.59 December 5, 2027 183,515 — — — 270,192 1.24 December 5, 2029 756,538 — — — 99,740 4.01 December 19, 2030 2,992 — — — 146,702 592,676 — John Griffith Chief Development Officer 275,000 5.00 March 7, 2026 — — — — 43,536 4.93 January 4, 2027 — — — — 144,642 2.59 December 5, 2027 209,731 — — — 270,192 1.24 December 5, 2029 756,538 — — — 99,740 4.01 December 19, 2030 2,992 — — — 148,361 599,378 — Samuel Mah Vice President, Evaluations 100,000 4.85 August 25, 2026 — — — — 42,035 4.93 January 4, 2027 — — — — 126,562 2.59 December 5, 2027 183,515 — — — 236,418 1.24 December 5, 2029 661,970 — — — 75,479 4.01 December 19, 2030 2,264 — — — — 125,863 508,487 — __________ Notes: (1) Options expiring on March 7, 2026, were granted on March 7, 2021, and vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant.
Robertson currently serves as a director of Uranium Royalty Corp., a uranium royalty listed on the TSX and Nasdaq since October 2024, and of Silvercorp Metals Inc. (" Silvercorp "), a silver exploration company listed on the TSX and NYSE American, since September 2022. Mr.
Robertson currently serves as a director of Uranium Royalty Corp., a uranium royalty company listed on the TSX and Nasdaq since October 2024, and of Silvercorp Metals Inc. (" Silvercorp "), a silver exploration company listed on the TSX and NYSE American, since September 2022. Mr.
A "Named Executive Officer" or " NEO " includes the individuals comprised of the Chief Executive Officer, the Chief Financial Officer and our other executive officers, including our subsidiaries, whose individual total compensation for the most recently completed financial year exceeded C$150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as our executive officer or as an executive officer to any of our subsidiaries at the end of the most recently completed financial year.
A "Named Executive Officer" or " NEO " includes the individuals comprised of the Chief Executive Officer, the Chief Financial Officer and our other executive officers, including executive officers to any of our subsidiaries, whose individual total compensation for the most recently completed financial year exceeded C$150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as our executive officer or as an executive officer to any of our subsidiaries at the end of the most recently completed financial year.
Our board of directors may amend the LTIP or any securities granted under the LTIP at any time without the consent of a participant provided that such amendment shall: (a) not materially adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP or upon the consent of the applicable participant(s); and (b) be in compliance with applicable law and with prior approval if required, of our shareholders and of any other stock exchange upon which we have applied to list our shares, provided however that shareholder approval shall not be required for the following amendments and our board of directors may make any changes which may include but are not limited to: • any amendment to the vesting provisions of the LTIP and any Award granted under the LTIP; • any amendment regarding the provisions governing the effect of termination of a participant's employment, contract or office; • any amendment which accelerates the date on which any Award may be exercised under the LTIP; • any amendment necessary to comply with applicable law or the requirements of the applicable stock exchange upon which we have applied to list our shares or any other regulatory body; 66 • any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an existing provision of the LTIP, correct or supplement any provision of the LTIP that is inconsistent with any other provision of the LTIP, correct any grammatical or typographical errors or amend the definitions in the LTIP; or • any amendment regarding the administration of the LTIP, provided that the alteration, amendment or variance does not: • increase the maximum number of common shares issuable under the LTIP, other than an adjustment pursuant to a change in capitalization; • reduce the exercise price of Awards including cancellation and reissuance of an Award, except in the case of an adjustment pursuant to a change in capitalization; • extend the expiration date of an Award, except in the case of an extension due to black-out period; • remove or exceed the insider participation limits; • remove or exceed the Non-Employee Director participation limits; • amend the transfer provisions of the Awards; or • amend the amendment provisions of the LTIP.
Our board of directors may amend the LTIP or any securities granted under the LTIP at any time without the consent of a participant provided that such amendment shall: (a) not materially adversely alter or impair any Award previously granted except as permitted by the terms of the LTIP or upon the consent of the applicable participant(s); and (b) be in compliance with applicable law and with prior approval if required, of our shareholders and of any other stock exchange upon which we have applied to list our shares, provided however that shareholder approval shall not be required for the following amendments and our board of directors may make any changes which may include but are not limited to: • any amendment to the vesting provisions of the LTIP and any Award granted under the LTIP; • any amendment regarding the provisions governing the effect of termination of a participant's employment, contract or office; • any amendment which accelerates the date on which any Award may be exercised under the LTIP; • any amendment necessary to comply with applicable law or the requirements of the applicable stock exchange upon which we have applied to list our shares or any other regulatory body; 75 • any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an existing provision of the LTIP, correct or supplement any provision of the LTIP that is inconsistent with any other provision of the LTIP, correct any grammatical or typographical errors or amend the definitions in the LTIP; or • any amendment regarding the administration of the LTIP, provided that the alteration, amendment or variance does not: • increase the maximum number of common shares issuable under the LTIP, other than an adjustment pursuant to a change in capitalization; • reduce the exercise price of Awards including cancellation and reissuance of an Award, except in the case of an adjustment pursuant to a change in capitalization; • extend the expiration date of an Award, except in the case of an extension due to black-out period; • remove or exceed the insider participation limits; • remove or exceed the Non-Employee Director participation limits; • amend the transfer provisions of the Awards; or • amend the amendment provisions of the LTIP.
The Options vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. (4) Amounts in this column are paid as annual cash bonuses in respect of the financial year noted and were paid pursuant to our STIP. See " – Short-Term Incentive Program " below for further information.
The Options vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. 68 (4) Amounts in this column are paid as annual cash bonuses in respect of the financial year noted and were paid pursuant to our STIP. See "– Short-Term Incentive Program " below for further information.
Hair holds a Bachelor of Science (Honours) degree in Mineral Engineering from the University of Leeds and the ICD.D designation from the Institute of Corporate Directors. Karri Howlett Ms. Howlett has served as our director since February 15, 2022. Ms. Howlett has 20 years of experience in corporate strategy, mergers and acquisitions, financial due diligence, and risk analysis. Ms.
Hair holds a Bachelor of Science (Honours) degree in Mineral Engineering from the University of Leeds and the ICD.D designation from the Institute of Corporate Directors. 67 Karri Howlett Ms. Howlett has served as our director since February 15, 2022. Ms. Howlett has 20 years of experience in corporate strategy, mergers and acquisitions, financial due diligence, and risk analysis. Ms.
Each Eligible Director will be entitled to redeem his or her DSUs during the period commencing on the business day immediately following his or her termination date and ending on the date that is not later than the 90th day following such termination date, or such shorter redemption period as set out in the relevant DSU agreement. 65 The following table describes the impact of certain events upon the rights of holders of Awards under the LTIP, including termination for cause, resignation, retirement, termination other than for cause, and death or disability, subject to the terms of a participant's employment agreement, award agreement and the change of control provisions described below: Event Provisions Termination for cause Immediate forfeiture and termination of all vested and unvested Awards.
Each Eligible Director will be entitled to redeem his or her DSUs during the period commencing on the business day immediately following his or her termination date and ending on the date that is not later than the 90th day following such termination date, or such shorter redemption period as set out in the relevant DSU agreement. 74 The following table describes the impact of certain events upon the rights of holders of Awards under the LTIP, including termination for cause, resignation, retirement, termination other than for cause, and death or disability, subject to the terms of a participant's employment agreement, award agreement and the change of control provisions described below: Event Provisions Termination for cause Immediate forfeiture and termination of all vested and unvested Awards.
The maximum number of common shares reserved for issuance, in the aggregate, under the LTIP or pursuant to awards under any other established share compensation arrangement, shall not exceed 10% of the aggregate number of common shares issued and outstanding from time to time, provided that no more than 2,000,000 common shares may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (as defined in the LTIP) granted under the LTIP. 64 The maximum number of common shares that may be: (a) issued to insiders of Gold Royalty within any one-year period, and (b) issuable to insiders of Gold Royalty at any time, in each case, under the LTIP alone, or when combined with all of our other security-based compensation arrangements, cannot exceed 10% of the aggregate number of common shares issued and outstanding from time to time determined on a non-diluted basis.
The maximum number of common shares reserved for issuance, in the aggregate, under the LTIP or pursuant to awards under any other established share compensation arrangement, shall not exceed 10% of the aggregate number of common shares issued and outstanding from time to time, provided that no more than 2,000,000 common shares may be issued in the aggregate pursuant to the exercise of Incentive Stock Options (as defined in the LTIP) granted under the LTIP. 73 The maximum number of common shares that may be: (a) issued to insiders of Gold Royalty within any one-year period, and (b) issuable to insiders of Gold Royalty at any time, in each case, under the LTIP alone, or when combined with all of our other security-based compensation arrangements, cannot exceed 10% of the aggregate number of common shares issued and outstanding from time to time determined on a non-diluted basis.
Hair is the former President and Chief Executive Officer of Hudbay, a public company he joined in 1996 as a Senior Operations Manager and at which he served in a series of progressively senior roles culminating in 58 the position of President and Chief Executive Officer. During his tenure at Hudbay, Mr.
Hair is the former President and Chief Executive Officer of Hudbay, a public company he joined in 1996 as a Senior Operations Manager and at which he served in a series of progressively senior roles culminating in the position of President and Chief Executive Officer. During his tenure at Hudbay, Mr.
Griffith have vested, and 327,702 Options held by Mr. Mah have vested. 60 (2) The Share-based Awards consist of RSUs. One-third of RSUs granted on January 4, 2022, will vest on each of the first, second and third anniversaries of the date of grant.
Griffith have vested, and 327,702 Options held by Mr. Mah have vested. (2) The Share-based Awards consist of RSUs. One-third of RSUs granted on January 4, 2022, will vest on each of the first, second and third anniversaries of the date of grant.
Garofalo and Mr. Griffith have vested, respectively; 78,815 and 43,536 Options at an exercise of $4.93 per share held by Mr. Garofalo and Mr. Griffith have vested, respectively; 310,756, 126,562 and 144,642 Options at an exercise of $2.59 per share held by Mr. Garofalo, Mr. Gubbels and Mr.
Garofalo and Mr. Griffith have vested, respectively; 78,815 and 43,536 Options at an exercise price of $4.93 per share held by Mr. Garofalo and Mr. Griffith have vested, respectively; 310,756, 126,562 and 144,642 Options at an exercise price of $2.59 per share held by Mr. Garofalo, Mr. Gubbels and Mr.
Gubbels was in charge of Investment Management in the Americas for Eurasian Resources Group and previously was Head of Americas Metals & Mining at UBS Investment Bank and an 57 executive in the Mergers & Acquisitions department at CIBC World Markets. Mr.
Gubbels was in charge of Investment Management in the Americas for Eurasian Resources Group and previously was Head of Americas Metals & Mining at UBS Investment Bank and an executive in the Mergers & Acquisitions department at CIBC World Markets. Mr.
Ms. Johnson holds a B.Sc. in Geology from the University of Alberta, an M.Sc. in Geology/Geochemistry from the University of Victoria, an MBA in Financial Services from Dalhousie University, and is a registered member of the Association of Engineers and Geoscientists of British Columbia. B.
Johnson holds a B.Sc. in Geology from the University of Alberta, an M.Sc. in Geology/Geochemistry from the University of Victoria, an MBA in Financial Services from Dalhousie University, and is a registered member of the Association of Engineers and Geoscientists of British Columbia. B.
He also serves as a volunteer on the board of directors of the Vancouver Symphony Orchestra. John W. Griffith, Chief Development Officer Mr. Griffith has been our Chief Development Officer since September 2020. Mr.
He also serves as a volunteer on the board of directors of the Vancouver Symphony Orchestra. 66 John W. Griffith, Chief Development Officer Mr. Griffith has been our Chief Development Officer since September 2020. Mr.
Gilman, Mr. Robertson and Mr. Hair have vested, respectively; 25,020 17,514 and 17,514 Options at an exercise price of $4.93 per share held by Mr. Gilman, Mr. Robertson and Mr. Hair have vested, respectively; 17,514 Options at an exercise price of $3.06 per share held by Ms.
Gilman, Mr. Robertson and Mr. Hair have vested, respectively; 25,020 17,514 and 17,514 Options at an exercise price of $4.93 per share held by Mr. Gilman, Mr. Robertson and Mr. Hair have vested, respectively; and 17,514 Options at an exercise price of $3.06 per share held by Ms. Howlett have vested.
Angela Johnson Ms. Johnson has served as our director since March 28, 2023. Ms. Johnson is a professional geologist and diversified mining and exploration professional with over 14 years of experience holding numerous technical, operational, and corporate level leadership roles for junior and intermediate producers across North and South America. Ms.
Angela Johnson Ms. Johnson has served as our director since March 28, 2023. Ms. Johnson is a professional geologist and diversified mining and exploration professional with over 15 years of experience holding numerous technical, operational, and corporate level leadership roles for junior and intermediate producers across North and South America. Ms.
STIP opportunity levels will vary by employee level, role and responsibilities, but will also be reflective of market practice for organizations of similar size, scope and complexity. 63 Performance measures and targets for STIPs are both quantitative and qualitative in nature with performance measured based on corporate and individual progress performance measures.
STIP opportunity levels will vary by employee level, role and responsibilities, but will also be reflective of market practice for organizations of similar size, scope and complexity. 72 Performance measures and targets for STIPs are both quantitative and qualitative in nature with performance measured based on corporate and individual progress performance measures.
Name, position, province or state and country of residence Age Principal occupation or employment for the past five years Date elected or appointed David Garofalo Chairman, Chief Executive Officer and President, and Director Vancouver, British Columbia, Canada 59 Chairman, Chief Executive Officer, President and a Director of Gold Royalty Corp. since 2020.
Name, position, province or state and country of residence Age Principal occupation or employment for the past five years Date elected or appointed David Garofalo Chairman, Chief Executive Officer and President, and Director Vancouver, British Columbia, Canada 60 Chairman, Chief Executive Officer, President and a Director of Gold Royalty Corp. since 2020.
These Options vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. As at December 31, 2024, 275,020 Options held by Mr. Gilman have vested, 117,514 Options held by Mr. Robertson have vested, 117,514 Options held by Mr. Hair have vested, 17,514 Options held by Ms.
These Options vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. As at December 31, 2025, 275,020 Options held by Mr. Gilman have vested, 117,514 Options held by Mr. Robertson have vested, 117,514 Options held by Mr. Hair have vested, and 17,514 Options held by Ms.
(5) Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share.
Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share.
Management Compensation The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to each NEO, in any capacity, for the financial year ended December 31, 2024.
Management Compensation The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to each NEO, in any capacity, for the financial year ended December 31, 2025.
The size of our board of directors is currently fixed at seven directors and may be changed by resolution of our directors. Our directors are appointed at the annual general meeting of our shareholders and the term of office for each of the directors will expire at the time of our next annual shareholders meeting.
The size of our board of directors is currently fixed at seven directors and may be changed by resolution of our directors. Our directors are appointed at the annual general meeting of our shareholders and the term of office for each of the directors will expire at the close of our next annual shareholders meeting.
For the purposes hereof, such amounts have been converted from Canadian dollars to U.S. dollars based upon an exchange rate of $0.7275 per Canadian dollar, being the weighted average exchange rate for the applicable period.
For the purposes hereof, such amounts have been converted from Canadian dollars to U.S. dollars based upon an exchange rate of $0.7193 per Canadian dollar, being the weighted average exchange rate for the applicable period.
Mah has over 28 years of experience in the mining industry comprised of a unique blend of senior and junior producers including working for SSR Mining, Great Panther, Goldcorp and Placer Dome (now Barrick Gold) and mine consulting firms: AMEC Americas and SRK Consulting, and the first metal streaming company, Silver Wheaton Corp.
Mah has over 29 years of experience in the mining industry comprised of a unique blend of senior and junior producers including working for SSR Mining, Great Panther, Goldcorp and Placer Dome (now Barrick Mining) and mine consulting firms: AMEC Americas and SRK Consulting, and the first metal streaming company, Silver Wheaton Corp.
Gubbels has had extensive involvement in the management of corporate finance functions, capital markets and investor relations programs, sustainability reporting strategies, and the execution of mergers and acquisitions, divestitures, general commercial transactions and corporate development initiatives. Mr. Gubbels graduated from Queen's University with an Honours Bachelor of Commerce and the University of Toronto with a Master of Finance.
Gubbels has had extensive involvement in the management of corporate finance functions, capital markets and investor relations programs, and the execution of mergers and acquisitions, divestitures, general commercial transactions and corporate development initiatives. Mr. Gubbels graduated from Queen's University with an Honours Bachelor of Commerce and the University of Toronto with a Master of Finance.
Outstanding Share-based Awards and Option-based Awards for NEOs The following table states the name of each NEO and Option-based and Share-based Awards outstanding as of the financial year ended December 31, 2024.
Outstanding Share-based Awards and Option-based Awards for NEOs The following table states the name of each NEO and Option-based and Share-based Awards outstanding as of the financial year ended December 31, 2025.
Garofalo, Mr. Gubbels, Mr. Griffith and Mr. Mah are in Canadian dollars. For the purposes hereof, such amounts have been converted from Canadian dollars to U.S. dollars based on the exchange rate of $0.7305 per Canadian dollar, being the weighted average exchange 59 rate for the applicable period. Effective January 1, 2024, Mr.
Garofalo, Mr. Gubbels, Mr. Griffith and Mr. Mah are in Canadian dollars. For the purposes hereof, such amounts have been converted from Canadian dollars to U.S. dollars based on the exchange rate of $0.7153 per Canadian dollar, being the weighted average exchange rate for the applicable period. Effective January 1, 2026, Mr.
The Compensation Committee selected key performance indicators within a balanced scorecard and, subsequent to the financial year ended December 31, 2024, evaluated corporate performance achieved against the scorecard. Upon this review, the Compensation Committee and Board determined to award each of the executive officers STIP awards at 122.5% of their Target Award for 2024.
The Compensation Committee selected key performance indicators within a balanced scorecard and, subsequent to the financial year ended December 31, 2025, evaluated corporate performance achieved against the scorecard. Upon this review, the Compensation Committee and Board determined to award each of the executive officers STIP awards at 150% of their Target Award for 2025.
Mah has leveraged his experience gained from conducting technical appraisal and due diligence reviews for over 600 projects and mines across 43 countries to improve his track record of M&A success. Mr.
Mah has leveraged his experience gained from conducting technical appraisal and due diligence reviews for over 750 projects and mines across 44 countries to improve his track record of M&A success. Mr.
Gilman is the Founder, Chairman and Chief Executive Officer of TSX-listed Queen's Road Capital Investment Ltd. (" QRC "), a leading financier to the global resource sector. From 2011 to 2019, Mr. Gilman was the Chairman and Chief Executive Officer of CEF Holdings Ltd.
Gilman is the Founder, Chairman and Chief Executive Officer of TSX-listed QRC, a leading financier to the global resource sector. From 2011 to 2019, Mr. Gilman was the Chairman and Chief Executive Officer of CEF Holdings Ltd.
July 2021 Warren Gilman (2)(3)(4)(6) Director Hong Kong, China 65 Chairman and Chief Executive Officer of Queen's Road Capital Investment Ltd., a resource-focused investment company listed on the TSX, since January 2020. August 2020 Ken Robertson (2)(4)(6) Director Vancouver, British Columbia, Canada 70 Consultant for financial reporting and litigation support services since 2015.
July 2021 65 Warren Gilman (1)(2)(3)(5) Director Hong Kong, China 66 Chairman and Chief Executive Officer of Queen's Road Capital Investment Ltd., a resource-focused investment company listed on the TSX, since January 2020. August 2020 Ken Robertson (1)(3)(5) Director Vancouver, British Columbia, Canada 71 Consultant for financial reporting and litigation support services since 2015.
Options expiring on December 5, 2029, were granted on December 5, 2024, and vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. As at December 31, 2024, 1,134,694 Options held by Mr. Garofalo have vested, 194,110 Options held by Mr. Gubbels have vested, 530,726 Options held by Mr.
Options expiring on December 19, 2030, were granted on December 19, 2025, and vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. As at December 31, 2025, 1,134,694 Options held by Mr. Garofalo have vested, 194,110 Options held by Mr. Gubbels have vested, 530,726 Options held by Mr.
August 2020 Andrew Gubbels (1) Chief Financial Officer Vancouver, British Columbia, Canada 43 Chief Financial Officer of Gold Royalty Corp. since January 2023. Senior Vice President of Corporate Development for Aris Gold Corporation (now Aris Mining Holdings Corp.) from July 2020 to September 2022.
August 2020 Andrew Gubbels Chief Financial Officer Vancouver, British Columbia, Canada 44 Chief Financial Officer of Gold Royalty Corp. since January 2023. Senior Vice President of Corporate Development for Aris Gold Corporation (now Aris Mining Holdings Corp.) from July 2020 to September 2022. January 2023 John W.
Compensation For the year ended December 31, 2024, the aggregate compensation to all individuals who were our directors and management in all capacities as a group was $4,118,857, which includes salaries, directors' fees, equity awards and other compensation.
Compensation For the year ended December 31, 2025, the aggregate compensation to all individuals who were our directors and management in all capacities as a group was $4,351,793, which includes salaries, directors' fees, equity awards and other compensation.
The payments for the financial year ended December 31, 2024, were made on December 20, 2024. Amounts paid to each of the NEOs are in Canadian dollars.
The payments for the financial year ended December 31, 2025, were made on December 10, 2025. Amounts paid to each of the NEOs are in Canadian dollars.
Hair oversaw the successful acquisition, construction, and development of the Constancia Mine in Peru. Mr. Hair has served as a director of Bear Creek Mining Corporation, a public company listed on the TSX Venture Exchange, since September 2019. Mr.
Hair oversaw the successful acquisition, construction, and development of the Constancia Mine in Peru. Mr. Hair served as a director of Bear Creek Mining Corporation, a public company listed on the TSX Venture Exchange from September 2019 to February 2026. Mr.
(3) For 2024, these amounts represent the aggregate grant date fair value of RSUs, which was calculated using the closing price of $1.24 of shares on the NYSE American on the date of grant on December 5, 2024. The RSUs vest as to one-third on each of the first, second and third anniversaries of the date of grant. (4) Mr.
(3) For 2025, these amounts represent the aggregate grant date fair value of RSUs, which was calculated using the closing price of $4.01 of shares on the NYSE American on the date of grant on December 19, 2025. The RSUs vest as to one-third on each of the first, second and third anniversaries of the date of grant. Mr.
He also serves as a volunteer Chair of the Board of Directors of the Vancouver Symphony Orchestra and as a member of the Board of Trustees of the Arts Umbrella Foundation and the Vancouver Symphony Foundation. Andrew Gubbels, Chief Financial Officer Mr. Gubbels has been our Chief Financial Officer since January 1, 2023. Mr.
He also serves as a volunteer Chair of the Board of Directors of the Vancouver Symphony Orchestra and a volunteer trustee with the Vancouver Symphony and Arts Umbrella Foundations. Andrew Gubbels, Chief Financial Officer Mr. Gubbels has been our Chief Financial Officer since January 1, 2023. Mr.
Garofalo has served as our Chairman, Chief Executive Officer and President since August 1, 2020. Mr. Garofalo has worked in various leadership capacities in the natural resources sector over the last 35 years.
Biographies Executive Officers David Garofalo, Chairman, Chief Executive Officer, President and Director Mr. Garofalo has served as our Chairman, Chief Executive Officer and President since August 1, 2020. Mr. Garofalo has worked in various leadership capacities in the natural resources sector for over 35 years.
For the purposes hereof, such amounts have been converted from Canadian dollars to U.S. dollars based on the exchange rate of $0.7053 for the financial year ended December 31, 2024, being the exchange rate as of December 20, 2024.
For the purposes hereof, such amounts have been converted from Canadian dollars to U.S. dollars based on the exchange rate of $0.7212 for the financial year ended December 31, 2025, being the exchange rate as of December 10, 2025.
(3) Each Option entitles the holder to one common share upon exercise. (4) The value shown is based on the closing price of our common shares on December 31, 2024, being $1.24 per share. (5) Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share. (6) Mr.
(3) Each Option entitles the holder to one common share upon exercise. 69 (4) The value shown is based on the closing price of our common shares on December 31, 2025, being $4.04 per share. (5) Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share.
(2) These amounts represent the aggregate grant date fair value of RSUs, which was calculated using the closing price of $1.24 of shares on the NYSE American on the date of grant on December 5, 2024. The RSUs vest as to one-third on each of the first, second and third anniversaries of the date of grant.
(2) These amounts represent the aggregate grant date fair value of RSUs, which was calculated using the closing price of $4.01 of shares on the NYSE American on the date of grant on December 19, 2025. The RSUs vest as to one-third on each of the first, second and third anniversaries of the date of grant.
Garofalo's salary was set at C$550,000 per year, Mr. Gubbels' salary was set at C$320,000 per year, Mr. Griffith's salary was set at C$320,000 per year and Mr. Mah's salary was set at C$280,000 per year.
Garofalo's salary was set at C$580,000 per year, Mr. Gubbels' salary was set at C$370,000 per year, Mr. Griffith's salary was set at C$370,000 per year and Mr. Mah's salary was set at C$280,000 per year.
Summary of Options Granted to Directors and Management The following table discloses Options which were granted to directors and officers during the fiscal year ended December 31, 2024: Name and Principal Position Date of Grant Title of Underlying Security Number of Underlying Security Exercise Price per Share ($) Expiry Date David Garofalo Chairman, Chief Executive Officer and President December 5, 2024 (1) common shares 580,490 1.24 December 5, 2029 Andrew Gubbels Chief Financial Officer December 5, 2024 (1) common shares 270,192 1.24 December 5, 2029 John Griffith Chief Development Officer December 5, 2024 (1) common shares 270,192 1.24 December 5, 2029 Samuel Mah Vice President, Evaluations December 5, 2024 (1) common shares 236,418 1.24 December 5, 2029 __________ Note: (1) These options are subject to vesting provisions in which 25% of the options vest immediately on the grant date and 25% vest on each of the dates that are 6, 12 and 18 months thereafter.
Summary of Options Granted to Directors and Management The following table discloses Options which were granted to directors and officers during the fiscal year ended December 31, 2025: Name and Principal Position Date of Grant Title of Underlying Security Number of Underlying Security Exercise Price per Share ($) Expiry Date David Garofalo Chairman, Chief Executive Officer and President December 19, 2025 (1) common shares 195,436 4.01 December 19, 2030 Andrew Gubbels Chief Financial Officer December 19, 2025 (1) common shares 99,740 4.01 December 19, 2030 John Griffith Chief Development Officer December 19, 2025 (1) common shares 99,740 4.01 December 19, 2030 Samuel Mah Vice President, Evaluations December 19, 2025 (1) common shares 75,479 4.01 December 19, 2030 __________ Note: (1) These options are subject to vesting provisions in which 25% of the options vest immediately on the grant date and 25% vest on each of the dates that are 6, 12 and 18 months thereafter.
Value vested during the year is calculated by subtracting the exercise price of the Option from the market price of our common shares on the date the Option vested (being $5.00 for Options vesting pre-IPO, and being the closing price of our shares on the NYSE American on the vesting date for Options vesting post-IPO).
Value vested during the year is calculated by subtracting the exercise price of the Option from the market price of our common shares on the date the Option vested, being the closing price of our shares on the NYSE American on the vesting date.
Name and Principal Position Option-based Awards – Value Vested During the Year (1) ($) Share-based Awards – Value Vested During the Year ($) (2) Non-equity Incentive Plan Compensation – Value Earned During the Year ($) Warren Gilman Lead Director — 49,592 — Ken Robertson Director — 41,897 — Alan Hair Director — 41,897 — Karri Howlett Director — 42,976 — Angela Johnson Director — 54,376 — Glenn Mullan (3) Former Director — 2,714 — __________ Notes: (1) As at of December 31, 2024, 250,000, 100,000 and 100,000 Options at an exercise of $5.00 per share held by Mr.
Name and Principal Position Option-based Awards – Value Vested During the Year (1) ($) Share-based Awards – Value Vested During the Year ($) (2) Non-equity Incentive Plan Compensation – Value Earned During the Year ($) Warren Gilman Lead Director — 134,744 — Ken Robertson Director — 115,496 — Alan Hair Director — 115,496 — Karri Howlett Director — 115,496 — Angela Johnson Director — 115,496 — __________ Notes: (1) As at of December 31, 2025, 250,000, 100,000 and 100,000 Options at an exercise of $5.00 per share held by Mr.
Option-based Awards (1) Share-based Awards (2) Name and Principal Position Number of Securities Underlying Unexercised Options (3) (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the-money Options (4) ($) Number of Shares or Units of Shares That Have Not Vested (5) (#) Market or Payout Value of Share-based Awards That Have Not Vested (4) ($) Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed ($) Warren Gilman Lead Director 250,000 5.00 March 7, 2026 — — — — 25,020 4.93 January 4, 2027 — — — — — 163,080 197,327 — Ken Robertson Director 100,000 5.00 March 7, 2026 — — — — 17,514 4.93 January 4, 2027 — — — — — 139,355 168,620 — Alan Hair Director 100,000 5.00 March 7, 2026 — — — — 17,514 4.93 January 4, 2027 — — — — — 139,355 168,620 — Karri Howlett Director 17,514 3.06 May 19, 2027 — — — — — 142,231 172,100 — Angela Johnson Director — 158,112 191,316 — Glenn Mullan (6) Former Director — — — — __________ Notes: (1) Options expiring on March 7, 2026, January 4, 2027, May 19, 2027, and December 5, 2027, were granted on March 7, 2021, January 4, 2022, May 19, 2022, and December 5, 2022, respectively.
Option-based Awards (1) Share-based Awards (2) Name and Principal Position Number of Securities Underlying Unexercised Options (3) (#) Option Exercise Price ($) Option Expiration Date Value of Unexercised in-the-money Options (4) ($) Number of Shares or Units of Shares That Have Not Vested (5) (#) Market or Payout Value of Share-based Awards That Have Not Vested (4) ($) Market or Payout Value of Vested Share-based Awards Not Paid Out or Distributed ($) Warren Gilman Lead Director 250,000 5.00 March 7, 2026 — — — — 25,020 4.93 January 4, 2027 — — — — — 120,821 488,117 — Ken Robertson Director 100,000 5.00 March 7, 2026 — — — — 17,514 4.93 January 4, 2027 — — — — — 103,561 418,386 — Alan Hair Director 100,000 5.00 March 7, 2026 — — — — 17,514 4.93 January 4, 2027 — — — — — 103,561 418,386 — Karri Howlett Director 17,514 3.06 May 19, 2027 — — — — — 103,561 418,386 — Angela Johnson Director — 120,562 487,070 — __________ Notes: (1) Options expiring on March 7, 2026, January 4, 2027, May 19, 2027, and December 5, 2027, were granted on March 7, 2021, January 4, 2022, May 19, 2022, and December 5, 2022, respectively.
The following assumptions were used to value the Options granted on December 5, 2024: exercise price: $1.24; expected risk free interest rate: 4.11%; expected annual volatility: 56%; expected life in years: 2.88; expected annual dividend yield: 0%; and Black-Scholes value: $0.50.
The following assumptions were used to value the Options granted on December 19, 2025: exercise price: $4.01; expected risk free interest rate: 3.53%; expected annual volatility: 52%; expected life in years: 2.88; expected annual dividend yield: 0%; and Black-Scholes value: $1.49.
Griffith have vested, respectively; 145,123, 67,548 and 67,548 Options at an exercise price of $1.24 per share held by Mr. Garofalo, Mr. Gubbels and Mr. Griffith have vested, respectively; and 100,000, 42,035, 126,562 and 59,105 Options at an exercise price of $4.85, $4.93, $2.59 and $1.24 per share held by Mr. Mah have vested, respectively.
Griffith have vested, respectively; and 100,000, 42,035, 126,562, 177,313 and 18,869 Options at an exercise price of $4.85, $4.93, $2.59, $1.24 and $4.01 per share held by Mr. Mah have vested, respectively.
Johnson served as independent directors for the financial year ended December 31, 2024. 61 Outstanding Share-based Awards and Option-based Awards for Directors The following table states the name of each director and Option-based and Share-based Awards outstanding as of the financial year ended December 31, 2024.
Hair, Mr. Robertson, Mr. Gilman, Ms. Howlett and Ms. Johnson served as independent directors for the financial year ended December 31, 2025. 70 Outstanding Share-based Awards and Option-based Awards for Directors The following table states the name of each director and Option-based and Share-based Awards outstanding as of the financial year ended December 31, 2025.
Mullan ceased to be a director on April 20, 2024. 62 Incentive Plan Awards – Value Vested or Earned During the Year for Directors The table below discloses the aggregate dollar value that would have been realized by a director if Options under Option-based awards had been exercised on the vesting date, as well as the aggregate dollar value realized upon vesting of Share-based awards by a director during the last fiscal year.
(5) Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share. 71 Incentive Plan Awards – Value Vested or Earned During the Year for Directors The table below discloses the aggregate dollar value that would have been realized by a director if Options under Option-based awards had been exercised on the vesting date, as well as the aggregate dollar value realized upon vesting of Share-based awards by a director during the last fiscal year.
Johnson currently serves as the Vice President of Corporate Development & Sustainability at Faraday Copper Corp. (" Faraday Copper ") since April 2022 and as an Independent Director of Endeavour Silver Corp. (" Endeavour Silver" ) since May 2024. Ms.
Johnson currently serves as the Vice President of External Affairs at Faraday Copper Corp. (" Faraday Copper ") since November 2025 and as an Independent Director of Endeavour Silver Corp. (" Endeavour Silver ") since May 2024. Previously, Ms.
(5) Member of the Environmental, Social and Governance (" ESG ") committee of our board of directors (" ESG Committee "). (6) Independent director under the rules of the NYSE American Company Guide and Canadian National Instrument 52-110 – Audit Committees (" NI 52-110 "). Biographies Executive Officers David Garofalo, Chairman, Chief Executive Officer, President and Director Mr.
(3) Member of the compensation committee of our board of directors (" Compensation Committee "). (4) Member of the Environmental, Social and Governance (" ESG ") committee of our board of directors (" ESG Committee "). (5) Independent director under the rules of the NYSE American Company Guide and Canadian National Instrument 52-110 – Audit Committees (" NI 52-110 ").
All such vested Options were out-of-the-money. Director Compensation The following table sets forth information relating to compensation paid to the directors during the financial year ended December 31, 2024.
Director Compensation The following table sets forth information relating to compensation paid to the directors during the financial year ended December 31, 2025.
As of the date hereof, the maximum number of common shares available for grant under the LTIP is 4,205,905, of which 17,025,600 are subject to existing Awards.
As of the date hereof, the maximum number of common shares available for grant under the LTIP is 23,079,220, of which 11,500,694 are subject to existing Awards.
November 2020 Karri Howlett (3)(4)(5)(6) Director Saskatoon, Saskatchewan, Canada 49 Principal of Karri Howlett Consulting since 2006. February 2022 Angela Johnson (3)(5)(6) Director Vancouver, British Columbia, Canada 41 Vice President of Corporate Development and Sustainability of Faraday Copper Corp., a company listed on the TSX and OTCQX Exchange, since April 2022.
February 2022 Angela Johnson (2)(4)(5) Director Vancouver, British Columbia, Canada 42 Vice President of External Affairs of Faraday Copper Corp., a company listed on the TSX and OTCQX Exchange, since November 2025. Vice President of Corporate Development and Sustainability of Faraday Copper from April 2022 to November 2025.
(5) These amounts represent the total contributions made by the Company to the Registered Retirement Savings Plan on behalf of the NEOs, as well as payments made in lieu of vacation for the year ended December 31, 2024. (6) Mr. Garofalo was appointed as Chairman, Chief Executive Officer and President effective August 1, 2020. (7) Mr.
(5) These amounts represent the total contributions made by the Company to the Registered Retirement Savings Plan on behalf of the NEOs, as well as payments made in lieu of vacation for the year ended December 31, 2025.
Name and Principal Position Option-based Awards – Value Vested During the Year (1) ($) Share-based Awards – Value Vested During the Year ($) Non-equity Incentive Plan Compensation - Value Earned During the Year ($) David Garofalo Chairman, Chief Executive Officer and President — 188,868 380,103 Andrew Gubbels Chief Financial Officer — 76,968 165,863 John Griffith Chief Development Officer — 87,926 165,863 Samuel Mah Vice President, Evaluations — 77,538 145,130 __________ Notes: (1) As of December 31, 2024, 600,000 and 275,000 Options at an exercise of $5.00 per share held by Mr.
Name and Principal Position Option-based Awards – Value Vested During the Year (1) ($) Share-based Awards – Value Vested During the Year ($) Non-equity Incentive Plan Compensation - Value Earned During the Year ($) David Garofalo Chairman, Chief Executive Officer and President 550,013 264,676 476,386 Andrew Gubbels Chief Financial Officer 256,007 123,195 207,878 John Griffith Chief Development Officer 256,007 123,195 207,878 Samuel Mah Vice President, Evaluations 224,005 107,793 181,893 __________ Notes: (1) As of December 31, 2025, 600,000 and 275,000 Options at an exercise price of $5.00 per share held by Mr.
(2) The Share-based Awards consist of RSUs. Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share. (3) Mr. Mullan ceased to be a director on April 20, 2024.
Howlett have vested. (2) The Share-based Awards consist of RSUs. Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share. (3) Each Option entitles the holder to one common share upon exercise.
Managing Director and the Head of Americas Metals & Mining Investment Banking for Bank of America from 2006 to May 2020. September 2020 Samuel Mah Vice President, Evaluations Vancouver, British Columbia, Canada 54 Vice President, Evaluations of Gold Royalty Corp. since July 2021. Director, Mining Planning of SSR Mining from 2019 to July 2021.
Griffith Chief Development Officer Toronto, Ontario, Canada 58 Chief Development Officer of Gold Royalty Corp. since September 2020. September 2020 Samuel Mah Vice President, Evaluations Vancouver, British Columbia, Canada 55 Vice President, Evaluations of Gold Royalty Corp. since July 2021. Director, Mining Planning of SSR Mining from 2019 to July 2021.
November 2020 Alan Hair (2)(3)(5)(6) Director Toronto, Ontario, Canada 63 Retired senior mining executive. Interim Chief Executive Officer of Great Panther Mining Limited (" Great Panther "), a public company formerly listed on the TSX and NYSE American, from February 2022 to October 2022.
November 2020 Alan Hair (1)(2)(4)(5) Director Toronto, Ontario, Canada 64 Retired senior mining executive. Interim Chief Executive Officer of Great Panther Mining Limited (" Great Panther ") from February 2022 to October 2022. Former President and CEO of Hudbay Minerals Inc. November 2020 Karri Howlett (2)(3)(4)(5) Director Saskatoon, Saskatchewan, Canada 50 Principal of Karri Howlett Consulting since 2006.
Corporate Development Manager at Silvercorp, a company listed on the TSX and NYSE American, from December 2020 to March 2022. Exploration Manager of Calibre Mining Corp., an exploration and mining company, from November 2019 to December 2020. March 2023 __________ Notes: (1) Andrew Gubbels was appointed as Chief Financial Officer effective January 1, 2023.
Corporate Development Manager at Silvercorp, a company listed on the TSX and NYSE American, from December 2020 to March 2022. March 2023 __________ Notes: (1) Member of the audit committee or our board of directors (" Audit Committee "). (2) Member of the nominating and corporate governance committee of our board of directors (" Nominating and Corporate Governance Committee ").
One-third of RSUs granted on December 5, 2024, will vest on each of the first, second and third anniversaries of the date of grant. (3) Each Option entitles the holder to one common share upon exercise. (4) The value shown is based on the closing price of our common shares on December 31, 2024, being $1.24 per share.
One-third of RSUs granted on December 5, 2024, will vest on each of the first, second and third anniversaries of the date of grant. One-third of RSUs granted on December 19, 2025, will vest on each of the first, second and third anniversaries of the date of grant.
Prior to that, she held the role of Exploration Manager at Calibre, where she led the operational exploration teams and managed near mine drilling activities at the company's operations in Nicaragua. During the period of 2012-2019, Ms. Johnson held several technical, project management and sustainability roles for SSR Mining at projects or operations in the U.S., Canada, Mexico and Argentina.
During the period of 2012-2019, Ms. Johnson held progressively senior technical and sustainability roles during her tenure with SSR Mining Inc. (" SSR Mining "), at projects located in the U.S., Canada, Mexico and Argentina. Ms.
Non-equity Incentive Plan Compensation Named Executive Officer Salary (1) Share-based Awards (2) Option-based Awards (3) Annual Incentive Plans (4) Long-term Incentive Plans All Other Compensation (5) Total Compensation ($) ($) ($) ($) ($) ($) ($) David Garofalo (6) Chairman, Chief Executive Officer and President 401,750 245,536 289,117 380,103 — 54,063 1,370,569 Andrew Gubbels (7) Chief Financial Officer 233,745 114,286 134,571 165,863 — 45,706 694,171 John Griffith (8) Chief Development Officer 233,745 114,286 134,571 165,863 — 67,549 716,014 Samuel Mah (9) Vice President, Evaluations 204,527 100,000 117,750 145,130 — 8,106 575,513 __________ Notes: (1) Pursuant to their respective employment agreements, salary paid to Mr.
Non-equity Incentive Plan Compensation Named Executive Officer Salary (1) Share-based Awards (2) Option-based Awards (3) Annual Incentive Plans (4) Long-term Incentive Plans All Other Compensation (5) Total Compensation ($) ($) ($) ($) ($) ($) ($) David Garofalo Chairman, Chief Executive Officer and President 393,413 262,683 291,171 476,386 — 52,002 1,475,655 Andrew Gubbels Chief Financial Officer 228,894 134,058 148,598 207,878 — 46,482 765,910 John Griffith Chief Development Officer 228,894 134,058 148,598 207,878 — 35,326 754,754 Samuel Mah Vice President, Evaluations 200,283 101,449 112,453 181,893 — — 596,078 __________ Notes: (1) Pursuant to their respective employment agreements, salary paid to Mr.
Name (1) Fees Earned ($) (2) Share-based Awards ($) (3) Option-based Awards ($) Non-equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Warren Gilman (4) 58,084 124,999 — — — 183,083 Ken Robertson (5) 40,013 107,143 — — — 147,156 Alan Hair (6) 36,375 107,143 — — — 143,518 Karri Howlett (7) 36,375 107,143 — — — 143,518 Angela Johnson (8) 29,069 107,143 — — — 136,212 Glenn Mullan (9) 9,104 — — — — 9,104 __________ Notes: (1) Compensation paid to Mr.
Name (1) Fees Earned ($) (2) Share-based Awards ($) (3) Option-based Awards ($) Non-equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Warren Gilman 57,464 126,812 — — — 184,276 Ken Robertson 39,583 108,695 — — — 148,278 Alan Hair 35,985 108,695 — — — 144,680 Karri Howlett 35,985 108,695 — — — 144,680 Angela Johnson 28,788 108,695 — — — 137,483 __________ Notes: (1) Compensation paid to Mr.
Removed
Head of Investment Management Americas, Eurasian Resources Group, a diversified mining and natural resources processing company, from July 2019 to July 2020. January 2023 56 John W. Griffith Chief Development Officer Toronto, Ontario, Canada 57 Chief Development Officer of Gold Royalty Corp. since September 2020.
Added
Johnson served as Vice President of Corporate Development and Sustainability at Faraday Copper, from April 2022 to November 2025, as the Corporate Development Manager at Silvercorp Metals Inc. (" Silvercorp ") from December 2020 to March 2022, and as the Exploration Manager at Calibre Mining Corp. (" Calibre ") from November 2019 to December 2020.
Removed
(2) Member of the audit committee or our board of directors (" Audit Committee "). (3) Member of the nominating and corporate governance committee of our board of directors (" Nominating and Corporate Governance Committee "). (4) Member of the compensation committee of our board of directors (" Compensation Committee ").
Added
Options expiring on December 5, 2029, were granted on December 5, 2024, and vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant.
Removed
Johnson was the Corporate Development Manager at Silvercorp between December 2020 and March 2022, where she led the assessment and evaluation of international precious and base metal projects for potential acquisition or strategic investment.
Added
Griffith have vested, respectively; 435,367, 202,644 and 202,644 Options at an exercise price of $1.24 per share held by Mr. Garofalo, Mr. Gubbels and Mr. Griffith have vested, respectively; 48,859, 24,935 and 24,935 Options at an exercise price of $4.01 per share held by Mr. Garofalo, Mr. Gubbels and Mr.
Removed
Gubbels was appointed as Chief Financial Officer effective January 1, 2023. (8) Mr. Griffith was appointed as Chief Development Officer effective September 8, 2020. (9) Mr. Mah was appointed as Vice President, Evaluations effective July 1, 2021.
Added
(4) The value shown is based on the closing price of our common shares on December 31, 2025, being $4.04 per share.
Removed
Gilman was appointed as a director of the Company on August 12, 2020. (5) Mr. Robertson was appointed as a director of the Company on November 20, 2020. (6) Mr. Hair was appointed as a director of the Company on November 20, 2020. (7) Ms. Howlett was appointed as a director of the Company on February 14, 2022. (8) Ms.
Added
Value vested during the year is calculated by subtracting the exercise price of the Option from the market price of our common shares on the date the Option vested, being the closing price of our shares on the NYSE American on the vesting date. (2) The Share-based Awards consist of RSUs.
Removed
Johnson was appointed as a director of the Company on March 28, 2023. (9) Mr. Mullan ceased to be a director on April 20, 2024. Mr. Hair, Mr. Robertson, Mr. Gilman, Ms. Howlett and Ms.
Removed
Howlett have vested; and 17,514 Options held by Mr. Mullan have vested, and forfeited following Mr. Mullan's departure on April 20, 2024. (2) The Share-based Awards consist of RSUs. Each RSU entitles the holder to receive, upon vesting, one common share or the cash equivalent of one common share.
Removed
Howlett have vested; and 17,514 Options at an exercise price of $4.93 per share held by Mr. Mullan have vested, and forfeited following Mr. Mullan's departure on April 20, 2024. All such vested Options were out-of-the-money.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

15 edited+3 added−2 removed5 unchanged
Biggest changeNevada Gold Mines became a 5% or greater shareholder on September 27, 2022, upon the closing of a transaction pursuant to which Gold Royalty indirectly acquired a royalty portfolio from Nevada Gold Mines in consideration for the issuance of 9,393,681 common shares of Gold Royalty. 71 QRC has been included in the above table as a 5% or greater shareholder based on a Form 13G filed by it, disclosing total beneficial ownership of 16,430,855 common shares, which includes the rights under the Debentures held by it to acquire 15,789,474 of such shares.
Biggest changeQRC has been included in the above table as a 5% or greater shareholder based on a Form 13G filed by it, disclosing total beneficial ownership of 16,430,855 common shares, which includes the rights under the Debentures held by it to acquire 15,789,474 of such shares.
In addition, the rules include common shares issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable or convertible within 60 days of March 20, 2025.
In addition, the rules include common shares issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable or convertible within 60 days of March 18, 2026.
Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The address for our directors and executive officers is c/o Gold Royalty Corp., 1188 W.
Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. The address for our directors and executive officers is c/o Gold Royalty Corp., 1188 W. Georgia Street, Suite 1830, Vancouver, BC V6E 4A2.
(14) Based on Form 13G/A filed by QRC dated November 14, 2024, and consists of 300,808 common shares beneficially owned and an additional 15,789,473 common shares that the reporting person has a right to acquire upon conversion of Debentures held by them.
(14) Based on Form 13G/A filed by QRC dated November 14, 2024, and consists of 300,808 common shares beneficially owned and an additional 15,789,473 common shares that the reporting person has a right to acquire upon conversion of Debentures held by them. (15) Based on the early warning report filed by Tether Investments, S.A. de C.V. on February 17, 2026.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.
These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.
Major Shareholders The following table indicates information as of March 20, 2025, regarding the beneficial ownership of our common shares for: • each person who is known by us to beneficially own 5% or more of our common shares; • each executive officer; • each of our directors; and • all of our directors and executive officers as a group.
Major Shareholders The following table indicates information as of March 18, 2026, regarding the beneficial ownership of our common shares for: • each person who is known by us to beneficially own 5% or more of our common shares; • each executive officer; • each of our directors; and • all of our directors and executive officers as a group. 79 We have determined beneficial ownership in accordance with the rules of the SEC.
(7) Consists of 63,920 common shares, options to purchase 117,514 common shares and warrants to purchase 11,628 common shares. Does not include 137,448 unvested RSUs. (8) Consists of 168,497 common shares, options to purchase 117,514 common shares and warrants to purchase 58,140 commons shares. Does not include 137,448 unvested RSUs.
(7) Consists of 98,486 common shares, options to purchase 117,514 common shares and warrants to purchase 11,628 common shares. Does not include 103,561 unvested RSUs. (8) Consists of 203,063 common shares, options to purchase 117,514 common shares and warrants to purchase 58,140 common shares. Does not include 103,561 unvested RSUs.
Georgia Street, Suite 1830, Vancouver, BC V6E 4A2. 70 Name of Beneficial Owner Number of Shares Beneficially Owned (1) Percentage of Shares Outstanding (2) Executive Officers and Directors: David Garofalo 2,314,322 (3) 1.36% John W.
Name of Beneficial Owner Number of Shares Beneficially Owned (1) Percentage of Shares Outstanding (2) Executive Officers and Directors: David Garofalo 2,609,958 (3) 1.13% John W.
(9) Consists of 76,102 common shares, options to purchase 17,514 common shares and warrants to purchase 26,163 common shares. Does not include 139,351 unvested RSUs. (10) Consists of 48,628 common shares and warrants to purchase 11,628 common shares. Does not include 158,112 unvested RSUs.
(9) Consists of 136,984 common shares, options to purchase 17,514 common shares. Does not include 103,561 unvested RSUs. (10) Consists of 102,562 common shares and warrants to purchase 11,628 common shares. Does not include 120,562 unvested RSUs. (11) Consists of 158,762 common shares, options to purchase 496,494 common shares and warrants to purchase 29,070 common shares.
Griffith 930,805 (4) * Samuel Mah 610,417 (5) * Warren Gilman 2,181,153 (6) 1.28% Ken Robertson 193,062 (7) * Alan Hair 344,151 (8) * Karri Howlett 119,779 (9) * Angela Johnson 60,256 (10) * Andrew Gubbels 525,443 (11) * Alastair Still 397,664 (12) * All Executive Officers and Directors as a Group (ten persons) 7,677,052 4.50% 5% Shareholders GoldMining Inc. 21,533,125 (13) 12.63% Queens Road Capital Investment Ltd. 16,430,855 (14) 9.64% Nevada Gold Mines LLC 9,393,681 (15) 5.51% * Less than one percent __________ Notes: (1) Unless otherwise indicated, each executive officer and shareholder listed herein is both the record holder and beneficial owner of the shares listed opposite his, her or its name herein.
Griffith 1,047,698 (4) * Samuel Mah 726,959 (5) * Warren Gilman 2,252,310 (6) * Ken Robertson 227,628 (7) * Alan Hair 378,717 (8) * Karri Howlett 154,498 (9) * Angela Johnson 114,190 (10) * Andrew Gubbels 669,791 (11) * Alastair Still 462,702 (12) * All Executive Officers and Directors as a Group (ten persons) 8,644,451 3.75% 5% Shareholders GoldMining Inc. 21,533,125 (13) 9.33% Queens Road Capital Investment Ltd. 16,090,281 (14) 6.97% Tether Investments, S.A. de C.V. 30,300,000 (15) 13.13% * Less than one percent __________ Notes: (1) Unless otherwise indicated, each executive officer and shareholder listed herein is both the record holder and beneficial owner of the shares listed opposite his, her or its name herein.
Changes in Percentage Ownership by Major Shareholders There were no significant changes in the percentage ownership held by any of our 5% or greater shareholders in the past three years other than as disclosed herein.
Changes in Percentage Ownership by Major Shareholders There were no significant changes in the percentage ownership held by any of our 5% or greater shareholders in the past three years other than as disclosed herein. 80 GoldMining's percentage ownership has been reduced in the three years ended December 31, 2025, primarily as a result of dilution from shares issued by us to others under offerings and acquisitions.
(11) Consists of 114,514 common shares, options to purchase 396,754 common shares and warrants to purchase 14,535 common shares. Does not include 208,271 unvested RSUs. (12) Consists of 69,034 common shares and options to purchase 328,630 common shares. Does not include 96,681 unvested RSUs. (13) Based on a Form 13G filed by GoldMining on February 5, 2024.
Does not include 148,361 unvested RSUs. (12) Consists of 93,637 common shares and options to purchase 369,065 common shares. Does not include 65,631 unvested RSUs. (13) Based on a Form 13G filed by GoldMining on February 5, 2024.
Does not include 213,368 unvested RSUs. (5) Consists of 105,402 common shares and options to purchase 505,015 common shares. Does not include 186,697 unvested RSUs. (6) Consists of 1,324,737 common shares, options to purchase 275,020 common shares and warrants to purchase 581,396 common shares. Does not include 160,354 unvested RSUs.
(5) Consists of 146,465 common shares and options to purchase 580,494 common shares. Does not include 125,863 unvested RSUs. (6) Consists of 1,395,894 common shares, options to purchase 275,020 common shares and warrants to purchase 581,396 common shares. Does not include 120,821 unvested RSUs.
(2) On the basis of 170,470,285 common shares outstanding as of March 20, 2025. (3) Consists of 686,121 common shares, options to purchase 1,570,061 common shares and warrants to purchase 58,140 common shares. Does not include 462,209 unvested RSUs. (4) Consists of 168,365 common shares, options to purchase 733,370 common shares and warrants to purchase 29,070 common shares.
(2) On the basis of 230,792,200 common shares outstanding as of March 18, 2026. (3) Consists of 786,321 common shares, options to purchase 1,765,497 common shares and warrants to purchase 58,140 common shares. Does not include 314,328 unvested RSUs. (4) Consists of 214,588 common shares and options to purchase 833,110 common shares. Does not include 148,361 unvested RSUs.
The Debentures were acquired by QRC upon the closing of a private placement offering of debentures completed in December 2023. Record Holders As of March 20, 2025, 170,470,285 of our common shares were issued and outstanding. To our knowledge, approximately 19.95% of our total outstanding common shares were held by 25 record holders in the United States.
To our knowledge, approximately 27.74% of our total outstanding common shares were held by 21 record holders in the United States.
Removed
(15) Based on a Form 13G filed jointly by and among ABX Financeco Inc., Barrick Gold Corporation, Barrick Gold Exploration Inc., Barrick Gold Finance Inc., Barrick Gold U.S. Inc., Barrick Goldstrike Mines Inc., Barrick Nevada Holding LLC, Barrick North America Holding Corporation, Barrick Turquoise Ridge Inc. and Nevada Gold Mines LLC, dated October 4, 2022.
Added
GoldMining's ownership was reduced from approximately 14.7% in March 2023 to 9.33% as of March 18, 2026.
Removed
GoldMining's percentage ownership has been reduced in the three years ended December 31, 2024, primarily as a result of dilution from shares issued by us to others under offerings and acquisitions. GoldMining's ownership was reduced from approximately 14.72% in March 2022 to 12.63% as of March 20, 2025.
Added
The Debentures were acquired by QRC upon the closing of a private placement offering of debentures completed in December 2023. Tether Investments, S.A. de C.V. has been included in the above table as a 5% or greater shareholder based on an early warning report filed by it, disclosing total beneficial ownership of 30,300,000 common shares.
Added
Based on such disclosure, Tether Investments Fund, S.A. de C.V.'s ownership increased as a result of a series of open market purchases from nil in March 2023 to 13.13% as of March 18, 2026. Record Holders As of March 18, 2026, 230,792,200 of our common shares were issued and outstanding.

Other GROY 10-K year-over-year comparisons