Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company: |
GOLD ROYALTY CORP.
1830-1030 West Georgia Street
Vancouver, British Columbia V6E 2Y3
| 2. | Date of Material Change: |
The material change described in this report occurred on September 1, 2022.
On September 1, 2022, Gold Royalty Corp. (the “Company”) issued a news release (the “News Release”) through the facilities of Canada Newswire, a copy of which has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
| 4. | Summary of Material Change: |
On September 1, 2022, the Company entered into a royalty purchase and sale agreement (the “Agreement”) with Nevada Gold Mines LLC (“NGM”) to acquire certain royalties on properties located in Nevada for total share consideration of US$27,500,000, being 9,352,469 common shares of the Company.
| 5. | Full Description of Material Change: |
On September 1, 2022, the Company entered into the Agreement with NGM to acquire the following royalties on properties located in Nevada for total share consideration of US$27,500,000 (the “Transaction”):
| ● | a 10% Net Profits Interest royalty (“NPI”) on the high-grade, producing Granite Creek Mine (“Granite Creek”) operated by i-80 Gold Corp. (“i-80”), payable after 120,000 oz of gold or equivalent is cumulatively produced from the project; |
| ● | a 2.00% Net Smelter Return royalty (“NSR”) on the Bald Mountain Mine (“Bald Mountain”) operated by Kinross Gold Corporation (“Kinross”), payable after 10 million ounces of gold have been produced from the properties; and |
| ● | a 1.25% NSR on the Bald Mountain Joint Venture Zone (“JV Zone”) also operated by Kinross. |
(collectively, the “Royalties”)
Pursuant to the Agreement, the Company will acquire the Royalties for total consideration of US$27,500,000, which will be satisfied through the issuance to NGM on closing of common shares of the Company based on the 20-day volume weighted average price of such shares on the NYSE American LLC as of the business day immediately preceding execution of the Agreement, being 9,352,469 common shares of the Company.
Closing of the Transaction is subject to customary conditions and is expected to complete on or about the end of the current quarter.
| 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
Not applicable.
The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting the material change and this report:
Josephine Man
Chief Financial Officer
Telephone: (604) 396-3066
September 2, 2022.
