Gold Royalty : Notice of Meeting and Information Circular (Notice of Meeting and Information Circular 2026)

About this update from Gold Royalty Corp.

GOLD ROYALTY CORP. NOTICE OF ANNUAL GENERAL MEETING AND MANAGEMENT INFORMATION CIRCULAR Date and Time: April 20, 2026, at 11:00 a.m. (Vancouver time) Place: 1021 West Hastings Street, Suite 2200 Vancouver, British Columbia, Canada March 16, 2026 These materials are important and require your immediate attention. They require shareholders of Gold Royalty Corp. to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors. If you have any questions or require more information with regard to voting your shares, please contact Gold Royalty Corp.'s strategic shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free in Canada and the United States), or 1-416-304-0211 (collect call outside of Canada and the United States), by texting "INFO" to either number, or by email at [email protected] . NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2026 ... I MANAGEMENT INFORMATION CIRCULAR 1 About the Meeting 1 What the Meeting will cover 2 Financial Statements 2 Election of directors (see pages 14 to 21) 2 Appointing the auditor 2 2025 Compensation at a Glance 3 2025 Corporate Governance at a Glance 4 Fiscal 2025 Highlights 5 Voting and Proxies: Questions and Answers 6 Voting Information 9 Who can vote 9 Solicitation of Proxies 9 Voting by Registered Shareholders 10 Voting by Non-Registered Holders 12 United States Shareholders 13 Election of Directors 14 Nominees for Directors 14 Director Qualifications and Experience 18 Director Attendance 19 Director Commitments 19 Cease Trade Orders, Bankruptcies, Penalties or Sanctions 20 Indebtedness of Directors and Executive Officers 21 Appointment of Auditor 21 Compensation 22 Compensation Discussion and Analysis 22 Compensation Philosophy and Objectives 22 Elements of Compensation 23 The Peer Group 24 Target Pay Mix 26 Corporate Performance Scorecard 28 Actual STIP Payments and Performance Weighting 29 Anticipated Changes to Compensation Policies and Practices for 2026 30 Compensation Consultants 30 Executive Compensation Clawback Policy 31 Compensation Risk Management 31 Summary Compensation Table 32 Performance Graph 33 Executive Compensation 34 Outstanding Share-based Awards and Option-based Awards for NEOs 34 Incentive Plan Awards - Value Vested or Earned During the Year for NEOs 35 Pension Plan Benefits 35 Termination and Change of Control Benefits 35 Employment Agreements 35 Termination and Change of Control 37 Director Compensation 39 Annual Cash Compensation 39 Deferred Compensation 40 Total Compensation Paid 40 Outstanding Share-based Awards and Option-based Awards for Directors 41 Incentive Plan Awards - Value Vested or Earned During the Year for Directors 42 Long-Term Incentive Plan 42 Securities Authorized for Issuance under Equity Compensation Plans 46 Corporate Governance 47 Board of Directors 47 Position Descriptions 47 Board Mandate 48 Building an effective Board 48 Independence of the Board 48 Commitment and Tenure 49 Nomination of Directors 49 Assessments 51 Share Ownership Requirement 51 Diversity and Inclusion 54 Orientation and Continuing Education 51 Culture and Conduct 52 Our Code of Conduct and other governance policies 52 Risk Management 53 AI Technologies and Oversight 53 Environment, Sustainability and Corporate Social Responsibility 53 Shareholder Engagement 54 Committees of the Board 54 Audit Committee 55 Corporate Governance and Nominating Committee 57 Compensation Committee 58 Other Committees of the Board of Directors 59 Other Information 61 Management contracts 61 Interest of Certain Persons in Matters to be Acted Upon 61 Interest of Informed Persons in Material Transactions 61 Registrar, Transfer Agent, Rights Agent and Warrant Agent 61 Other Business 61 Additional Information 61 Shareholder Proposals 62 Shareholder Nominations 62 Approval of Information Circular 62 1387-0132-7387, v. 9 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2026 TO: The shareholders of Gold Royalty Corp. (the " Company ") NOTICE IS HEREBY GIVEN that our annual general meeting of shareholders will be held at 1021 West Hastings Street, Suite 2200, Vancouver, British Columbia, Canada, on April 20, 2026, at 11:00 a.m. (Vancouver time) (the " Meeting "), for the following purposes: Financial Statements: to receive and consider our financial statements for the financial year ended December 31, 2025, together with the accompanying auditor's report; Election of Directors: to elect directors for the Company for the ensuing year as set forth in the Company's Management Information Circular relating to the Meeting (the " Information Circular "); Appointment of Auditor: to appoint PricewaterhouseCoopers LLP as auditor for the Company for the ensuing year and to authorize our directors to fix the remuneration to be paid to our auditor for the ensuing year; and Other Business: to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. Accompanying this Notice of Annual General Meeting are the Information Circular, a form of proxy, a supplemental mailing card and a financial statement request form. The Company's board of directors has fixed February 24, 2026, as the record date (the " Record Date ") for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment(s) or postponement(s) thereof. Each shareholder of record at the close of business on the Record Date (a " Registered Shareholder ") is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular. Registered Shareholders are entitled to vote at the Meeting in person or by proxy. Registered Shareholders who are unable to attend the Meeting, or any adjournment(s) or postponement(s) thereof, are requested to complete, sign, date and return the proxy accompanying this Notice of Meeting in accordance with the instructions set out therein and in the Information Circular. A proxy will not be valid unless it is received by our transfer agent, TSX Trust Company, by mail, at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention Proxy Department, or online, with your 12-digit control number at https://www.voteproxyonline.com , by 11:00 a.m. (Vancouver time) on April 16, 2026, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. The time limit for the deposit of proxies may be waived by the board of directors at its discretion without further notice. The chairman of the Meeting has the discretion to accept proxies received after that time. Registered Shareholders may also vote their proxies via the internet in accordance with the instructions provided in the proxy. Non-registered shareholders who received a voting instruction form accompanying this Notice of Meeting through a broker or other intermediary must deliver the voting instruction form in accordance with the instructions provided by such intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting. Non-registered Shareholders must make additional arrangements through such intermediary to vote in person at the Meeting. DATED at Vancouver, British Columbia, Canada, as of the 16 th day of March, 2026. BY ORDER OF THE BOARD OF DIRECTORS OF GOLD ROYALTY CORP. /s/ David Garofalo David Garofalo Chairman, Chief Executive Officer, President and Director MANAGEMENT INFORMATION CIRCULAR March 16, 2026 In this Management Information Circular (" Information Circular "), the " Company ", " we ", " us " and " our' mean Gold Royalty Corp., as the context requires. " You ", " your " and " Shareholder " mean a holder of common shares in the capital of the Company (" Shares "). "$" means United States dollars and "C$" means Canadian dollars. All dollar amounts set forth in this Information Circular are expressed in United States dollars, unless otherwise indicated. The information contained in this Information Circular is given as of March 16, 2026, unless otherwise indicated. About the Meeting This Information Circular is being furnished to Shareholders in connection with the solicitation of proxies by the board of directors (the " Board ") and management of the Company for use at the annual general meeting of Shareholders to be held at 11:00 a.m. (Vancouver time) on Monday, April 20, 2026, at 1021 West Hastings Street, Suite 2200, Vancouver, British Columbia, Canada, and any adjournment(s) or postponement(s) thereof (the " Meeting ") for the purposes set forth in the Notice of Meeting dated March 16, 2026 (the " Notice of Meeting "), which accompanies and is part of this Information Circular. The Company has distributed copies of the Notice of Meeting, this Information Circular and the form of proxy (collectively, the " Meeting Materials ") to Shareholders, either directly or indirectly through the clearing agencies and intermediaries for onward distribution, and has posted the Meeting Materials on the Company's website at www.goldroyalty.com and under the Company's profile on the System for Electronic Data Analysis and Retrieval+ (" SEDAR+ ") at www.sedarplus.ca . What the Meeting will cover The following is a summary of certain information contained in this Information Circular concerning the business that will be transacted at the Meeting and the matters that you will be asked to vote on. This summary is not intended to be complete. You should read the entire Information Circular carefully. Financial Statements Our audited consolidated financial statements for the financial year ended December 31, 2025, and the accompanying auditor's report will be presented to Shareholders at the Meeting, but no vote with respect to them is required or proposed to be taken. You will have an opportunity to ask questions about our consolidated financial statements at the Meeting. Election of directors (see pages 14 to 21) You will vote on the election of six directors to serve on our Board until the next annual meeting. The Board recommends voting FOR each nominee standing for election. If you do not specify in your proxy form or voting instruction form how you want to vote your shares, the persons named in the form of proxy will vote FOR electing each of the director nominees profiled below. The number of directors to be elected at the Meeting is determined from time to time by resolution of the Board, such number being not more than ten and not less than two. The directors have currently fixed the size of the Board at six directors. We expect that all of the nominees will be able to serve as director but if for any reason a nominee is unable to serve, the persons named in the form of proxy have the right to vote at their discretion for another nominee proposed according to the Company's by-laws and applicable law. Each of our directors is elected each year at the annual general meeting and holds office until the next annual general meeting, unless that director resigns or until that director sooner ceases to hold office. For further information on each nominee, see the section on page 14 entitled "Election of Directors". Appointing the auditor You will vote on the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants (" PwC "), as our auditor for the ensuing year and to authorize the directors to fix the auditor's remuneration. PwC was first appointed as auditor of the Company on October 7, 2020. Representatives of PwC are not expected to be present at the Meeting. We maintain independence from our auditor through Audit Committee oversight, a robust regulatory framework in Canada, including the requirement to rotate the lead audit partner at least every five years, and PwC's own internal independence procedures which are designed to comply with Canadian Public Accountability Board and Public Company Accounting Oversight Board requirements. In 2025, we received 82,096,854 votes for the appointment of PwC as our auditor, with 4,038,527 votes being withheld. The Board, on recommendation of its Audit Committee, recommends voting FOR the resolution appointing PwC as our auditor and authorizing the Board to fix their remuneration. If you do not specify in your proxy form or voting instruction form how you want to vote your shares, the persons named in the form of proxy will vote FOR the appointment of PwC as our auditor. 2025 Compensation at a Glance The Company's compensation program is designed to attract and retain top talent, as well as to align the interests of our executives with the long-term interests and value performance of our shareholders. Some of the compensation practices the Company employs to achieve its objectives include: Compensation Committee Oversight and Authority - The Compensation Committee oversees the governance of the executive compensation program, including establishing the compensation philosophy and peer group composition, reviewing the competitiveness of the executive compensation plans, establishing performance criteria and reviewing the Company's performance against the criteria when determining award payouts. While the Company's compensation programs are formulaic and tied to performance, the Compensation Committee also has the discretion to adjust calculated payouts including if a performance bonus is awarded at all. Page 22 Benchmarking to a Peer Group - The Compensation Committee selects a comparator peer group based on objective criteria to develop benchmarks for the Company's compensation practices. Page 24 Balanced Approach to Compensation - The Company believes in a balanced approach to compensation, with base salary, short-term compensation and long-term compensation, representing 30.95%, 30.33% and 38.72%, respectively of total CEO compensation in 2025. Page 26 Short-Term Compensation Tied to Performance - The Company ties annual bonuses and incentive payments to the achievement of performance objectives. Page 26 Pay-for-Performance - The Company strongly aligns total compensation with shareholder return, with more than 67% of targeted compensation for 2025 of our CEO and 61% of targeted compensation for 2025 of our other NEOs being performance-based. Page 27 Long-Term Compensation - Long-term equity-based compensation comprises the majority of the executive's total compensation opportunity and it is designed to reward achievements against long-term strategic objectives that create shareholder value. Page 27 Independent Advice - The Company engages third-party compensation consultants to provide advice on the appropriateness and competitiveness of its compensation program. Page 31 Clawback Policy - The Company adopted a Clawback Policy, as amended, with respect to executive compensation. Page 31 Risk Management - The Compensation Committee identifies, reviews and assesses risks associated with compensation practices. Risk is also managed through equity awards vesting over time, performance criteria selection for purposes of evaluating the short-term incentive plan, defining threshold and maximum payouts under the short-term incentive plan. Page 31 Employment Agreements - The Company has entered into employment agreements with all of its senior executives. Page 35 Benefits and Perquisites - Senior executive officers are entitled to benefits and perquisites as part of their compensation package. Page 35 "Double Trigger" Change of Control Severance - Gold Royalty has entered into employment agreements with senior executives under which severance payments to senior executives are only triggered upon both a change of control of Gold Royalty and the termination of the senior executive. Page 37 2025 Corporate Governance at a Glance We are committed to good corporate governance, which promotes the long-term interests of the Company, including Shareholders and stakeholders. Information regarding the Company's corporate governance practices is discussed throughout this Information Circular. The following are highlights of some of the Company's governance practices: Independence of the Board - Based on the nominees for election at the Meeting, 83.3% of the Board and 100% of key committees will be comprised of independent directors. Page 47 Independent Lead Director - The Board has appointed an independent lead director. Page 47 100% Board Attendance - In 2025, directors attended 100% of all Board and committee meetings. Page 49 In-Camera Meetings of the Board - Independent directors meet without management regularly throughout each year. Page 49 Board Mandate - Gold Royalty has adopted a comprehensive mandate for the Board. Page 48 Majority Voting - Gold Royalty is a corporation existing under the Canada Business Corporations Act , which provides a majority voting mechanism for Shareholders to express their confidence in each director. Any director who receives a greater number of votes "against" than votes "for" in an uncontested election must promptly tender their resignation from the Board. Page 50 Shareholder Engagement - Gold Royalty proactively engages with shareholders and other stakeholders throughout the year to learn their perspectives about the Company and on significant issues. Since its last annual general meeting, the Company has met with over 400 shareholders and other potential investors and has led quarterly investor calls and a Capital Markets Day as part of its focus on engaging and obtaining feedback from shareholders. Page 54 Risk Management - The Board has oversight over, and ensures management identifies and manages risks of the business. Page 53 Continuing Education - New directors are provided with orientation and education when they join the Board and are provided with ongoing education and updates on our operations and matters relevant to our business. Page 51 Code of Conduct and Ethics - The Board has adopted a Code of Conduct and is responsible for monitoring compliance with the Code of Conduct. Page 52 Clawback Policy - The Company has adopted a Clawback Policy, as amended, with respect to executive compensation. Page 31 Whistleblower Policy - Gold Royalty has adopted a Whistleblower Policy, which allows for confidential and anonymous reporting of concerns or complaints. Page 52 Regular Assessments - The Board is committed to regular assessments of its effectiveness. Page 51 Share Ownership Requirements - The Company has adopted a Share Ownership Policy, pursuant to which non-executive directors are required to hold Shares with a value equal to three times the amount of the annual retainer paid to them and senior executive officers are required to hold Shares with a value equal to three times the amount of the annual base salary paid to them. Page 51 Diversity on the Board - One-third of Gold Royalty's current directors (and Nominees at the Meeting) are female. Page 54 Fiscal 2025 Highlights The following section provides highlights on Gold Royalty's performance, compensation and governance matters for its fiscal year ended December 31, 2025. In fiscal 2025, Gold Royalty, among other things: achieved record revenue of $15.6 million and record Total Revenue, Land Agreement Proceeds and Interest (1) of $17.8 million for the year ended December 31, 2025, representing an approximate increase of 55% and 38%, respectively, compared to 2024; achieved a second consecutive year of positive cash flows from operations of $6.2 million, and positive Adjusted EBITDA (1) of $9.8 million for 2025; continued to place an emphases on disciplined debt repayment with the full repayment of principal under its existing revolving credit facility and early redemption of its convertible debentures, thereby eliminating future finance costs; and acquired (i) 60% of a 2.0% net smelter return royalty over STLLR Gold's Garrison Project, forming part of the larger Tower Gold Project, located in Ontario, Canada; and (ii) a 25% net smelter return on gold and a 2% net smelter return on copper and other products produced from BHP Group's Pedra Branca gold and copper mine located in the Carajas region, Brazil. In connection with the latter acquisition, the Company raised approximately US$103.5 million through a successful bought deal equity financing. (1) Each of (i) Total Revenue, Land Agreement Proceeds and Interest and (ii) Adjusted EBITDA is a non-IFRS measure. Please See "Non-IFRS Measures" in Schedule "C" to this Information Circular for more information, and see the section entitled " Item 5. Operating and Financial Review and Prospects - Non-IFRS Measures " in the Company's Annual Report on Form 20-F for a reconciliation of non-IFRS measures. Please see the Company's Annual Report on Form 20-F for the year ended December 31, 2025, for further information. Voting and Proxies: Questions and Answers Q: Am I entitled to vote? A: You are entitled to vote if you were a Shareholder of record as of the close of business on February 24, 2026, which we refer to as the " Record Date ". Only Shareholders of record (" Registered Shareholder ") as of the close of business (Vancouver time) on the Record Date are entitled to receive notice of and to vote at the Meeting. If you acquire Shares after the close of business on the Record Date, you will not be entitled to vote those Shares at the Meeting. If you are a beneficial Shareholder (" Non-Registered Holder "), see "How do I Vote?" below. Each Share entitles the holder to one vote. As of the close of business on February 24, 2026, there were 230,792,200 Shares issued and outstanding. Q: What am I voting on? A: The following matters: the election of directors to hold office until next year's annual general meeting; and the appointment of PwC, as the Company's auditor for the ensuing year, at a remuneration to be fixed by the directors. Q: How do I vote? A: If you are a Registered Shareholder, you may vote by: (1) attending the Meeting in person and voting; (2) voting your proxy in accordance with the instructions provided in the form of proxy, including via mail, hand delivery, facsimile or online; or (3) completing and signing a form of proxy appointing someone to represent you and to vote your Shares at the Meeting. Completing, signing and returning a form of proxy will not prevent you from attending the Meeting in person. If you are a Non-Registered Holder, you may direct how your Shares are voted by providing voting instructions to your intermediary (an " Intermediary ") that you deal with in respect of your Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators or self-administered RRSPs, RRIFs, RESPs and similar plans) for your Shares to be voted by proxy at the Meeting by completing your voting instruction form in accordance with the instructions provided. A Non-Registered Holder cannot use the voting instruction form to vote Shares directly at the Meeting. Non-Registered Holders must make additional arrangements through such Intermediary to vote in person at the Meeting. Eligible Non-Registered Holders may be contacted by Laurel Hill Advisory Group (" Laurel Hill ") to conveniently obtain a vote directly over the phone using Broadridge's QuickVote™ application. If you are a Non-Registered Holder and wish to vote at the Meeting in person, you should strike out the names of the persons named as proxyholders (the " Designated Persons ") in the enclosed form of proxy and insert your name in the blank space provided to be appointed as proxy to represent your Intermediary and vote your Shares at the Meeting. Q: What if amendments are made to these matters or if other matters are brought before the Meeting? A: If you attend the Meeting in person and are eligible to vote, you may vote on such matters as you choose. If you have completed and returned a proxy in the form enclosed, the person(s) named in it will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and to other matters which properly come before the Meeting. If any other matter properly comes before the Meeting, the persons so named will vote on it in accordance with their judgment. As of the date of this Information Circular, our management does not know of any such amendment, variation or other matter expected to come before the Meeting. Q: Who is soliciting my proxy? A: Our management is soliciting your proxy. Solicitation of proxies will be primarily by mail. Proxies may also be solicited personally by our officers at nominal cost. The Company has also engaged Laurel Hill to provide shareholder communication advisory and proxy solicitation services and will pay a fee of $45,000 for the services and certain out-of-pocket expenses. Shareholders who have questions or need more assistance with voting their shares, may contact Laurel Hill, by calling 1-877-452-7184 (toll-free in Canada and the United States), or 1-416-304-0211 (collect call outside of Canada and the United States), by texting "INFO" to either number, or email at [email protected] . All costs of solicitation will be borne by the Company. Q: If I deliver a proxy, who will vote my Shares? A: David Garofalo (or, failing him, Andrew Gubbels), has been named as the Designated Persons in the accompanying form of proxy and will represent the Shareholders at the Meeting that deliver proxies that do not name a different proxyholder. You can appoint a person or company other than the Designated Persons to represent you at the Meeting . To do so, you must write the name of your chosen proxyholder in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint as proxyholder will attend the Meeting and is aware that his or her appointment has been made to vote your Shares and that he or she should present himself/herself to a representative of TSX Trust Company. Q: What if my Shares are registered in more than one name or in the name of my company? A: If your Shares are registered in more than one name, all those registered must sign the form of proxy. If your Shares are registered in the name of your company or any name other than yours, we may require that you provide documentation that proves you are authorized to sign the form of proxy. Q: What if I plan to attend the Meeting and vote in person? A: If you plan to attend the Meeting and wish to vote your Shares in person, you do not need to complete or return a form of proxy. Your vote will be taken and counted at the Meeting. Please register with the scrutineer when you arrive at the Meeting. Q: What happens when I sign and return a form of proxy? A: You will have given authority to whoever the proxy appoints as your proxyholder to vote, or withhold from voting, your Shares at the Meeting in accordance with the voting instructions you provide. Q: What do I do with my completed form of proxy? A: Return it to TSX Trust Company at the address set out below so that it arrives no later than 11:00 a.m. (Vancouver time) on Thursday, April 16, 2026, or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned or postponed Meeting. The chair of the Meeting has the discretion to accept proxies received after the deadline. Q: How will my Shares be voted if my proxy is in the enclosed form with no other person named as proxyholder? A: The Designated Persons will vote or withhold from voting your Shares in accordance with your instructions. In the absence of such instructions, your Shares will be voted FOR the election of the directors nominated by management, and FOR the appointment of PwC, as auditor. Q: Can I revoke a proxy once it has been given? A: Yes. If you are a Registered Shareholder as of the Record Date, you may revoke your proxy with an instrument in writing (which can be another proxy with a later date) delivered to TSX Trust Company or our registered office, up to and including the last business day preceding the day of the Meeting (or any adjournment(s) or postponement(s)), or to the individual chairing the Meeting prior to the commencement of the Meeting or any adjournment(s) or postponement(s). Any written revocation must be duly executed by you or your attorney authorized in writing or, if you hold your Shares through a company, by an authorized officer. Please note that your participation in person in a vote by ballot at the Meeting would automatically revoke any proxy you have given in respect of the item of business covered by that vote. If you are not a Registered Shareholder, you must follow the instructions given to you by your Intermediary to revoke your voting instructions. Q: What if I have further questions? A: You can contact our shareholder communications advisor and proxy solicitation agent, Laurel Hill, at: Laurel Hill Advisory Group North America Toll Free: 1-877-452-7184 Collect Calls Outside North America: 416-304-0211 Text Message: Text "INFO" to 416-304-0211 or 1-877-452-7184 Email: [email protected] Voting Information Who can vote The Board has set the close of business on February 24, 2026, as the Record Date for determining which Shareholders shall be entitled to receive notice of and to vote at the Meeting. Only Shareholders of record as of the Record Date are entitled to receive notice of and to vote at the Meeting. Our authorized capital consists of an unlimited number of Shares and an unlimited number of preferred shares issuable in series. As of the close of business on February 24, 2026, there were a total of 230,792,200 Shares issued and outstanding and no preferred shares issued and outstanding. The Shares are the only shares entitled to be voted at the Meeting. Each Share entitles the holder to one vote. On a show of hands, every person present and entitled to vote at the Meeting will be entitled to one vote. On a ballot, every person present and entitled to vote will be entitled to one vote for each Share held. A quorum of Shareholders is required to transact business at the Meeting. Under the by-laws of the Company (the " By-Laws "), a quorum is one or more persons present and holding or representing by proxy not less than 33⅓% of the total number of issued Shares having voting rights at the Meeting. We require a simple majority (50% plus 1) of the votes cast at the Meeting to approve all items of business unless otherwise stated. Other than as set out in the following table, to the knowledge of our directors and executive officers, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying 10% or more of the voting rights attached to all of the issued and outstanding Shares as at February 24, 2026: Name (1) Number of Shares Percentage of Outstanding Shares GoldMining Inc. (2) 21,533,125 9.33% Tether Investments, S.A. de C.V. (3) 30,300,000 13.13% Notes: On the basis of 230,792,200 common shares outstanding as of February 24, 2026. Based on a Form 13G filed by GoldMining on February 5, 2024. Based on the early warning report filed by Tether Investments, S.A. de C.V. on February 17, 2026, and the SEDI insider acquisition report filed by on February 17, 2026. Solicitation of Proxies The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact, and such solicitation will be made without special compensation granted to the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining, from the principals of such persons, authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this Information Circular and related proxy materials to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. The Company has engaged Laurel Hill to provide shareholder communication advisory and proxy solicitation services and will pay a fee of $45,000 for the services and certain out-of-pocket expenses. All costs of solicitation will be borne by the Company. No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation. Voting by Registered Shareholders Appointment of Proxyholders Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder held on the Record Date on the resolutions to be voted upon at the Meeting and any other matter to come before the Meeting. The Designated Persons in the enclosed form of proxy are directors and/or officers of the Company. A Registered Shareholder has the right to appoint a person or corporation (who need not be a Shareholder) to attend and act for or on behalf of that Shareholder at the Meeting, other than the Designated Persons named in the enclosed form of proxy. A Registered Shareholder may exercise this right by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the form of proxy. In order to be voted, the completed form of proxy must be received by the Company or by our transfer agent, TSX Trust Company, by mail at 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Attention Proxy Department, or online, with your 12-digit control number at https://www.voteproxyonline.com , by 11:00 a.m. (Vancouver time) on Thursday, April 16, 2026, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. The time limit for the deposit of proxies may be waived by the Board at its discretion without notice. A proxy may not be valid unless it is dated and signed by the Registered Shareholder who is giving it or by that Shareholder's attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer, or attorney-in-fact, for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, should accompany the form of proxy. Revocability of Proxy Any Registered Shareholder who has returned a form of proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a form of proxy may be revoked by instrument in writing, including a form of proxy bearing a later date, executed by the Registered Shareholder or by his or her attorney-in-fact duly authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney-in-fact thereof. The instrument revoking the form of proxy must be deposited at the same address where the original form of proxy was delivered at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) thereof, or with the Chairman of the Meeting on the date of the Meeting but prior to the commencement of the Meeting. A Registered Shareholder who has submitted a form of proxy may also revoke it by attending the Meeting in person (or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending the Meeting) and registering with the scrutineer thereat as a Registered Shareholder present in person, whereupon such form of proxy shall be deemed to have been revoked. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. Only Registered Shareholders have the right to revoke a form of proxy. Non-Registered Holders (as hereinafter defined) who wish to change their vote must, arrange for their respective Intermediaries to revoke the form of proxy on their behalf. Voting of Shares and Proxies and Exercise of Discretion by Designated Persons A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space on the form of proxy. If the instructions as to voting indicated in the proxy form are certain, the Shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy. If the Shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to that matter upon the Designated Persons named in the proxy. It is intended that the Designated Persons will vote the Shares represented by the proxy in favour of each matter identified in the form of proxy, including the vote for the election of the nominees to the Board and for the appointment of the independent auditor of the Company. The enclosed form of proxy, on completion and execution by or on behalf of the Shareholder, confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting. In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for the determination of a quorum but will not be counted as affirmative or negative on the matter to be voted upon. Voting by Non-Registered Holders Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are "non-registered" Shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is a Non-Registered Holder in respect of Shares which are held on behalf of that person but which are registered either: (a) in the name of an Intermediary that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators or self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc. or the Depository Trust & Clearing Corporation) of which the Intermediary is a participant. The Company has distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders and has posted the Meeting Materials on the Company's website at https://www.goldroyalty.com and under the Company's profile on SEDAR+ at https://www.sedarplus.ca . Intermediaries are required to forward the Meeting Materials to Non-Registered Holders. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either: be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder, but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company as provided above; or more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a " proxy authorization form ") which the Intermediary must follow. The majority of brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (" Broadridge "). Broadridge typically prepares a machine-readable voting instruction form, mails those forms to the Non-Registered Holders and asks Non-Registered Holders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Non-Registered Holder who receives a Broadridge voting instruction form cannot use that form to vote Shares directly at the Meeting. The voting instruction form must be returned to Broadridge (or instructions respecting the voting of Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Shares voted. Eligible Non-Registered Holders may be contacted by Laurel Hill to conveniently obtain a vote directly over the phone using Broadridge's QuickVote™ application. In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Designated Persons named in the form and insert the Non-Registered Holder's name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered. There are two kinds of beneficial owners - those who object to their name being made known to the issuers of securities which they own (called " OBOs " for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called " NOBOs " for Non-Objecting Beneficial Owners). Pursuant to Canadian National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer , issuers can obtain a list of their NOBOs from Intermediaries for distribution of proxy-related materials directly to NOBOs. United States Shareholders This solicitation of proxies and voting instruction forms involves securities of a company located in Canada and is being effected in accordance with the corporate and securities laws of the province of British Columbia, Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the " Exchange Act "), are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the securities laws of British Columbia, Canada, differ from the disclosure and proxy solicitation requirements under United States securities laws. The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Canada Business Corporations Act , some of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court. Shareholders who have questions or need more information, may contact the Company's shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by calling 1-877-452-7184 (toll-free in Canada and the United States), or 1-416-304-0211 (collect call outside of Canada and the United States), by texting "INFO" to either number, or by email at [email protected] . How to Vote your Gold Royalty Shares Voting Method Registered Shareholders If your securities are held in your name and represented by a physical certificate or DRS statement. Non-Registered Holders If your shares are held with a broker, bank or other Intermediary Internet Go to https://www.voteproxyonline.com . Enter the 12-digit control number printed on the form of proxy and follow the instructions on screen. Go to https://www.proxyvote.com . Enter the 16-digit control number printed on the VIF and follow the instructions on screen. Telephone or Fax Complete, sign and date your form of proxy and fax both sides of the completed, signed and dated form of proxy to TSX Trust Company at +1-416-595-9593 Call the telephone number printed on your VIF. Enter the 16-digit control number printed on the VIF and follow the interactive voice recording instructions to vote your shares. Mail Complete, sign and date the form of proxy and return your completed form of proxy in the enclosed postage paid envelope to: TSX Trust Company Attention Proxy Department 301-100 Adelaide Street West Toronto, Ontario, M5H 4H1 Enter your voting instructions, sign and date the VIF, and return the completed VIF in the enclosed postage paid envelope. Election of Directors The Board has fixed the number of directors at six directors. Upon the recommendation of the Board's Corporate Governance and Nominating Committee, the Board is recommending the election of six nominees (the " Nominees ") at the Meeting, whose names are set forth below, to serve until the next annual general meeting of the Shareholders or until the director sooner ceases to hold office. Nominees for Directors The following table provides a snapshot of each Nominee and their service as a director of the Company and membership on the committees of the Board: Committee Memberships Name Age Independent Director Since Audit Committee Compensation Committee Corporate Governance and Nominating Committee Environmental, Social and Governance Committee David Garofalo 60 No 08/2020 Warren Gilman 66 Yes 08/2020 ✓   ✓ Alan Hair 64 Yes 11/2020 ✓   ✓ Ken Robertson 71 Yes 11/2020   ✓ Karri Howlett 50 Yes 02/2022 ✓ ✓   Angela Johnson 42 Yes 03/2023 ✓ ✓ Member  Chairperson Financial Expert Each of the nominees, other than Mr. Garofalo, is considered to be independent of the Company. See the section on page 48 titled "Independence of the Board". The following sets forth information on the Nominees, including the number of restricted share units (" RSUs ") and options to purchase Shares (" Options ") under the Company's long-term incentive plan dated March 7, 2021 (the " LTIP "), Shares and Share purchase warrants (" Warrants ") beneficially owned by each Nominee, directly or indirectly, or over which each Nominee exercises control or direction. Unless otherwise specified, such information is at the date hereof. David Garofalo Age: 60 Director Since: August 1, 2020 Position with the Company: Chairman, Chief Executive Officer and President since August 1, 2020 Residence: British Columbia, Canada Business Experience and Qualifications 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. Prior to joining the Company, he served as President, Chief Executive Officer and a director of Goldcorp Inc., and as President, Chief Executive Officer and a director of Hudbay Minerals Inc. (" Hudbay "), where he presided over that company's emergence as a leading metals producer. Previously, Mr. Garofalo held various senior executive positions with mining companies, including Senior Vice President, Finance and Chief Financial Officer and a director of Agnico Eagle Mines Limited from 1998 to 2010 and as treasurer and other various finance roles with Inmet Mining Corporation from 1990 to 1998. Mr. Garofalo was named "Mining Person of the Year" by The Northern Miner in 2012 and Canada's "Chief Financial Officer of the Year" by Financial Executives International Canada in 2009. Mr. Garofalo holds a Bachelor of Commerce from the University of Toronto and is a Fellow of the Chartered Professional Accountants in British Columbia, Canada and a Certified Director of the Institute of Corporate Directors. 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 Foundation. Principal Occupation / Employment for Past Five Years Chairman, Chief Executive Officer, President and a director of Gold Royalty Corp. since August 2020. Securities Held: 786,321 Shares 58,140 Warrants 1,765,497 Options 314,328 RSUs Warren Gilman Age: 66 Lead Independent Director Since: August 12, 2020 Committee Membership: Audit Committee Compensation Committee Corporate Governance and Nominating Committee Residence: Hong Kong, China Business Experience and Qualifications Mr. Gilman serves as our independent lead director. 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. Previously, Mr. Gilman served as the Chairman and Chief Executive Officer of CEF Holdings Ltd. (" CEF Holdings "), a global mining investment company owned 50% by the Canadian Imperial Bank of Commerce (" CIBC ") and 50% by CK Hutchison Holdings Ltd., the Hong Kong listed flagship company of Mr. Li Ka-shing. Prior to joining CEF Holdings, Mr. Gilman was the Vice Chairman of CIBC World Markets Inc., the investment banking subsidiary of CIBC. He was previously the Managing Director and Head of the Asia Pacific Region at CIBC for 10 years, where he was responsible for all of CIBC's activities across Asia. Mr. Gilman, a mining engineer, also co-founded CIBC's Global Mining Group. During his 26 years with CIBC, he ran the mining teams in Canada, Australia and Asia and worked in its Toronto, Sydney, Perth, Shanghai and Hong Kong offices. Mr. Gilman has acted as advisor to the largest mining companies in the world, including BHP, Rio Tinto, Anglo American, Noranda Inc., Falconbridge Ltd., Sumitomo Corporation, China Minmetals Corporation, Jinchuan and Zijin, and has been responsible for some of the largest equity capital markets financings in Canadian mining history. He obtained a Bachelor of Science in mining engineering from Queen's University and an MBA from the Ivey Business School at Western University. Mr. Gilman is Chairman of the International Advisory Board of Western University and a member of the Dean's Advisory board of Laurentian University. Principal Occupation / Employment for Past Five Years Chairman and Chief Executive Officer of QRC, a resource-focused investment company listed on the TSX, since January 2020. Securities Held: 1,395,894 Shares 581,396 Warrants 275,020 Options 120,821 RSUs Alan Hair Age: 64 Independent Director Since: November 20, 2020 Committee Membership: Audit Committee Corporate Governance and Nominating Committee Environmental, Social and Governance Committee Residence: Ontario, Canada Business Experience and Qualifications Mr. Hair is a mineral engineer and senior executive with over forty years of international experience in the mining and metals industry. Mr. Hair is the former President and Chief Executive Officer of Hudbay Minerals Inc., 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. 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. Hair served as a director of Great Panther Mining Limited (" Great Panther ") from April 2020 to December 2022, during which time he also served as its chairperson from December 2021 to December 2022. Mr. Hair acted as interim Chief Executive Officer for Great Panther from February 2022 to October 2022. Mr. 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. Principal Occupation / Employment for Past Five Years Retired senior mining executive. Interim Chief Executive Officer of Great Panther, a public company formerly listed on the TSX and NYSE American, from February 2022 to October 2022 Securities Held: 203,063 Shares 58,140 Warrants 117,514 Options 103,561 RSUs Ken Robertson Age: 71 Independent Director Since: November 20, 2020 Committee Membership: Audit Committee Compensation Committee Residence: British Columbia, Canada Business Experience and Qualifications Mr. Robertson was previously a partner and Global Mining & Metals Group Leader with Ernst & Young LLP (" EY ") from 1979 to 2015. During his career at EY in Canada and the United Kingdom, Mr. Robertson developed extensive experience in initial public offerings, financings, governance and securities regulatory compliance. Mr. Robertson is a Chartered Professional Accountant. Mr. Robertson currently serves as a director of Uranium Royalty Corp., a pure-play uranium royalty and streaming 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. Robertson previously served as a director of Mountain Province Diamonds Inc., a diamond exploration and mining company listed on the TSX, from June 2020 to June 2024, of Avcorp Industries Inc. (" Avcorp "), a supplier of airframe structures, from June 2017 to November 2022, and of SAIS Limited (formerly Sarment Holding Limited), a technology services company, from March 2019 to July 2020. Mr. Robertson is a Chartered Professional Accountant, holds a Bachelor of Commerce degree from McMaster University and the ICD.D designation from the Institute of Corporate Directors. Principal Occupation / Employment for Past Five Years Consultant for financial reporting and litigation support services since 2015. Securities Held: 98,486 Shares 11,628 Warrants 117,514 Options 103,561 RSUs Karri Howlett Age: 50 Independent Director Since: February 14, 2022 Committee Membership: Compensation Committee Corporate Governance and Nominating Committee Environmental, Social and Governance Committee Residence: Saskatchewan, Canada Business Experience and Qualifications Ms. Howlett has 20 years of experience in corporate strategy, mergers and acquisitions, financial due diligence, and risk analysis. Ms. Howlett has been the principal of Karri Howlett Consulting, which provides environmental, social and governance and business consulting services to businesses, since 2006. She is also on the Board of Governors of the University of Regina and the board of directors of Nexgen Energy Ltd. and March Consulting Associates Inc. Previously, Ms. Howlett served as a director of SaskPower, where she chaired its Safety, Environment and Corporate Responsibility Committee and led the development and implementation of net zero carbon emissions strategies, the President and a director of RESPEC Consulting Inc., a geoscience and engineering consulting company based in Saskatoon, Saskatchewan, and a director of the Saskatchewan Trade and Export Partnership. Ms. Howlett holds a B. Comm. (Hon.) in finance from the University of Saskatchewan, is a Chartered Financial Analyst and holds the Chartered Director designation. Principal Occupation / Employment for Past Five Years Principal of Karri Howlett Consulting, a business consulting company, since 2006. Securities Held: 136,984 Shares 17,514 Options 103,561 RSUs Angela Johnson Age: 42 Independent Director Since: March 28, 2023 Committee Membership: Corporate Governance and Nominating Committee Environmental, Social and Governance Committee Residence: British Columbia, Canada Business Experience and Qualifications 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. Johnson currently serves as the Vice President of External Affairs at Faraday Copper Corp. (" Faraday Copper ") and as an independent director of Endeavour Silver Corp. Previously, Ms. Johnson served as the Vice President Corporate Development and Sustainability at Faraday Copper, and as the Corporate Development Manager at Silvercorp, where she led the assessment and evaluation of international precious and base metal projects for potential acquisition or strategic investment, and as Exploration Manager at Calibre Mining Corp., 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 progressively senior technical and sustainability roles during her tenure with SSR Mining Inc., at projects located in the U.S., Canada, Mexico and Argentina. 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. Principal Occupation / Employment for Past Five Years Vice President of External Affairs of Faraday Copper, 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. Corporate Development Manager of Silvercorp, a company listed on the TSX and NYSE American, from December 2020 to March 2022. Securities Held: 102,562 Shares 11,628 Warrants 120,562 RSUs Director Qualifications and Experience David Garofalo Warren Gilman Ken Robertson Alan Hair Karri Howlett Angela Johnson We endeavor to have a Board that represents a range of skills and depth of experience in areas that are relevant to and contribute to the Board's oversight of our operations. Our Corporate Governance and Nominating Committee has identified certain skills, competencies and experiences that it expects the Board to possess as a whole. These include the key experience, qualifications and skills listed in the following table (skills matrix). We believe that our Board, as a whole, possesses the skills, knowledge and experience necessary for effective leadership and management oversight with an understanding of our business and oversight of strategy. Director Qualifications and Experience Mining and Royalty Industry knowledge of and experience in the mining and royalty industries , such as relevant senior-level expertise in production, mine operations, mine development, exploration, project development or other relevant technical expertise ✓ ✓ ✓ ✓ ✓ ✓ Corporate Strategy and Development experience in strategic planning and identifying and evaluating corporate development opportunities, including mergers and acquisitions ✓ ✓ ✓ ✓ ✓ ✓ Senior Leadership experience in a senior level leadership role at other organizations demonstrating strong ability to motivate and manage others, identify and develop leadership qualities in others and manage organizations ✓ ✓ ✓ ✓ ✓ ✓ Public Company experience as a director at a publicly traded company, offering advice and perspective with respect to Board dynamics and operations, oversight and leadership, the relationship between the Board and management and other matters ✓ ✓ ✓ ✓ ✓ ✓ International Business experience as a senior officer or director of an organization with operations in international jurisdictions ✓ ✓ ✓ ✓ ✓ ✓ Capital Markets extensive experience supplying or seeking capital and with financial instruments, including equities and debt securities, enhancing awareness of investor expectations and perspectives and providing critical advice on capital raising, capital structure and financing transactions ✓ ✓ ✓ ✓ ✓ ✓ Accounting and Financial Reporting knowledge of, and past experience with, complex accounting, financial reporting and/or capital management issues, including overseeing financial reporting and internal controls for publicly traded companies ✓ ✓ ✓ ✓ ✓ ✓ Risk Management knowledge of and experience with the identification of material risks, risk assessment, internal risk mitigation and controls and risk reporting ✓ ✓ ✓ ✓ ✓ ✓ Corporate Governance knowledge of and experience with standard governance practices, including governance policy design and administration ✓ ✓ ✓ ✓ ✓ ✓ Environmental, Health, Safety and Sustainability knowledge and demonstrated understanding of the requirements and leading practices of workplace safety, health and the environment and sustainable development ✓ ✓ ✓ ✓ Director Attendance The following table sets out the attendance record of each Nominee at meetings of the Board, committees of the Board and independent directors for the year ended December 31, 2025: Committee Name Board Audit Compensation Corporate Governance and Nominating Committee Environmental, Social and Governance Independent Directors David Garofalo 8/8 - - - - - Warren Gilman 8/8 4/4 2/2 3/3 - 6/6 Alan Hair 8/8 4/4 - 3/3 2/2 6/6 Ken Robertson 8/8 4/4 2/2 3/3 - 6/6 Karri Howlett 8/8 - 2/2 3/3 2/2 6/6 Angela Johnson 8/8 - - 3/3 2/2 6/6 Director Commitments Our Board believes that each of its members should have sufficient time and attention to devote to Board duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and nominees for director have sufficient time and attention to devote to Board duties, our Corporate Governance and Nominating Committee and our Board consider, among other things, whether directors may be "overboarded", which refers to the situation where a director serves on an excessive number of boards. The following directors of the Company are also directors of other reporting issuers as of the date hereof: Director Other Reporting Issuers Exchange Dates David Garofalo GoldMining Inc. Toronto Stock Exchange and NYSE American January of 2023 to Present Aris Mining Corporation Toronto Stock Exchange and NYSE American February of 2021 to Present Warren Gilman NexGen Energy Ltd. New York Stock Exchange, Toronto Stock Exchange and Australian Stock Exchange July of 2017 to Present Queen's Road Capital Investment Ltd. Toronto Stock Exchange May of 2019 to Present Ken Robertson Silvercorp Metals Inc. Toronto Stock Exchange and NYSE American September of 2022 to Present Uranium Royalty Corp. Toronto Stock Exchange and Nasdaq October of 2024 to Present Karri Howlett NexGen Energy Ltd. New York Stock Exchange, Toronto Stock Exchange and Australian Stock Exchange August of 2018 to Present Angela Johnson Endeavour Silver Corp. Toronto Stock Exchange and NYSE May of 2024 to Present Our Corporate Governance and Nominating Committee and the Board have considered the number of outside directorships held by each of the proposed nominees for election as directors at the Meeting. With respect to specific Nominees, the Company's Corporate Governance and Nominating Committee and the Board specifically considered: in the case of Mr. Gilman, he is the Chief Executive Officer of QRC, which owns approximately 7.8% of the outstanding Shares, and, as part of such role, serves as a director of certain of its publicly traded investees from time to time, including currently NexGen Energy Ltd. and the Company. After considering the foregoing and, among other things, Mr. Gilman's time commitments of such outside directorships, his record of attending 100% of the Company's Board and committee meetings in 2025 and his considerable experience in the areas of capital markets, finance and mining, the Corporate Governance and Nominating Committee and the Board determined that he should be nominated for election at the Meeting; in the case of Ms. Johnson, she is the Vice President of External Affairs of Faraday Copper and serves as a director of Endeavour Silver Corp. In such regard, the Corporate Governance and Nominating Committee and Board considered, among other things, the nature of her role as Vice President of External Affairs of Faraday Copper, including that such role is not an officer or "C-Suite" role, her related time commitments, her record of attending 100% of the Company's Board and committee meetings and her valuable experience in exploration and development, ESG and sustainability and determined that she should be nominated for election at the Meeting; and in the case of Mr. Garofalo, he is a director of GoldMining Inc., which owns approximately 9.33% of the outstanding Shares, and the Company holds royalties over a significant majority of the properties owned and operated by GoldMining Inc. After considering, among other things, the foregoing, the time commitments of such outside directorships, his position as an executive of the Company, his record of attending 100% of the Company's Board and committee meetings in 2025 and his considerable experience and track record in the mining sector, the Corporate Governance and Nominating Committee and the Board determined that he should be nominated for election at the Meeting. In addition, as part of its ongoing shareholder engagement, the Company and members of its Board have had numerous discussions with shareholders since the Company's annual meeting held in 2025, including holding quarterly investor calls and an annual Investor Day, open to all shareholders to attend and engage with the Company. As part of its review of the existing commitments of directors, the Corporate Governance and Nominating Committee and Board also considered the feedback from the ongoing shareholder engagement, including that the level of existing director commitments was not raised as a material point of concern amongst shareholders. See the section on page 54 titled "Shareholder Engagement". Cease Trade Orders, Bankruptcies, Penalties or Sanctions Except as disclosed below, none of our Nominees are, as at the date of this Information Circular, or have been within ten years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that: (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. Except as disclosed below, none of our Nominees: (a) is, as at the date of this Information Circular, or has been within the ten years before the date of this Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; (b) has, within the ten years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Nominee; (c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (d) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. Mr. Garofalo was a director of Great Panther from April 2020 to December 2021. Mr. Hair was a director of Great Panther from April 2020 to December 2022, a chairman of the board of directors of Great Panther from December 2021 to December 2022, and the interim Chief Executive Officer of Great Panther from February 2022 to October 2022. On September 6, 2022, Great Panther filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada) (the " BIA ") and on October 4, 2022, was granted an order to convert its proceedings under such legislation into proceedings under the Companies' Creditors Arrangement Act (Canada) (the " CCAA "). On November 18, 2022, the British Columbia Securities Commission issued a cease trade order in respect of Great Panther's securities as a result of its inability to file its quarterly continuous disclosure documents in accordance with Canadian securities laws. On December 16, 2022, Great Panther made a voluntary assignment into bankruptcy under the BIA following the Supreme Court of British Columbia granting an order terminating of its proceedings under the CCAA. Alvarez & Marsal Canada Inc. was appointed licensed insolvency trustee of Great Panther's estate. Mr. Robertson was a director of Avcorp from 2017 to November 2022. On April 9, 2018, Avcorp received a cease trade order, issued by the British Columbia Securities Commission, for not filing its annual financial statements for the fiscal year ended December 31, 2017. The annual financial filings were filed on SEDAR+ on July 10, 2018. On September 12, 2018, the cease trade order was revoked. Indebtedness of Directors and Executive Officers None of the Company's or the Company's subsidiaries' directors, executive officers, employees, former directors, former executive officers, former employees, Nominees or associates of any of them, is or has been indebted to the Company or its subsidiaries, or to another entity where such indebtedness is or has been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries at any time since the beginning of the most recently completed financial year, and none of the foregoing persons, is indebted to the Company or its subsidiaries as of the date of this Information Circular. Appointment of Auditor Management of the Company will recommend at the Meeting that Shareholders appoint PwC, Chartered Professional Accountants as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration. PwC was first appointed as auditor of the Company on October 7, 2020. Compensation The following information is presented in accordance with Canadian National Instrument 51-102 - Continuous Disclosure Obligations and Form 51-102F6 - Statement of Executive Compensation , and sets forth the total compensation for services in all capacities to the Company and its subsidiaries in respect of the individuals comprised of the Chief Executive Officer, the Chief Financial Officer and the other executive officers of the Company, including its 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 an executive officer of the Company or its subsidiaries at the end of the most recently completed financial year (together, the " Named Executive Officers " or " NEOs "). Compensation Discussion and Analysis This compensation discussion and analysis provides information on our executive compensation programs. It discusses key objectives, policies, elements and designs of our executive compensation program and the considerations and reasons driving the Compensation Committee's decisions on compensation for our NEOs (as defined hereinafter) for fiscal 2025. Compensation Philosophy and Objectives The objective of the executive compensation philosophy at Gold Royalty is to attract, motivate, retain and reward a knowledgeable and driven management team and to encourage them to attain and exceed performance expectations. The Company's compensation program is based on a pay-for-performance philosophy in which assessment of performance is based on the Company's performance as well as individual contributions. The compensation program is designed to reward NEOs based on corporate and individual performance and is also designed to incent such NEOs to drive the organization's short and long-term growth in a sustainable and prudent manner. The following key principles guide the Company's overall compensation philosophy: attract, retain, motivate and engage high caliber talent whose expertise, skills and performance are critical to the Company's success; align employee interests with the business and strategic objectives of Gold Royalty; focus employees on the key business factors that will drive shareholder value; align compensation with Gold Royalty's corporate strategy and financial interests as well as the long-term interests of our Shareholders; and compensation should be fair and reasonable to Shareholders and be set with reference to the local market and similar positions in comparable companies. When determining individual compensation levels for the Company's NEOs, the Compensation Committee considers a variety of factors including the overall financial and operating performance of the Company, each NEO's individual performance and contributions towards meeting corporate objectives and each NEO's level of responsibility and length of service. At the end of each year, the Compensation Committee reviews actual performance against corporate objectives to determine any at risk compensation that may be awarded through the Short-Term Incentives Program. For further information, see the section on page 26 titled "Short-Term Incentives Program". Long-term equity incentives are intended to assist Gold Royalty in attracting and retaining critical talent to drive shareholder value over the long run. A mix of Options and RSUs are granted according to the specific level of responsibility of the particular employee, and the number of Options and RSUs for each level of responsibility is determined by the Compensation Committee. Consideration is made to historical grants made to the employee and the number of Options and RSUs outstanding when determining whether future grants should be made. Option awards seek to align the interests of management with the interests of our Shareholders through possible increases in the value of the Shares over time and longer-term vesting schedules. Option vesting schedules are reviewed and established by the Compensation Committee and the Board at the time of each respective grant. RSU awards are intended to help in retaining and motivating key talent to drive shareholder value and provide a sense of ownership in the company by providing an opportunity to participate in the shareholder experience through the vesting period. For more information, see the section on page 42 titled "Long-Term Incentive Plan". Gold Royalty maintains a compensation peer group to provide competitive market context on pay levels, mix and design practices. The compensation peer group is reviewed annually by the Compensation Committee to ensure it continues to reflect our size, business and geography. This year, the Compensation Committee positioned base salary levels around the 50 th percentile of the compensation peer group, to align with the Company's compensation philosophy. Our objective is to generally target the executive team's base salary, short and long-term incentives around the median of the compensation peer group. For more information, see the section on page 24 titled "The Peer Group". Elements of Compensation It is the compensation philosophy of the Company to provide a market-based mix of base salaries, short-term incentives in the form of bonuses, and long-term equity incentives. We seek to accomplish our executive compensation objectives through an appropriate mix of fixed and at-risk, variable pay by providing a percentage of our NEOs' total compensation opportunity in the form of equity compensation and by ensuring that a significant portion of our NEOs' total pay is in the form of performance-based or at-risk compensation. Generally, senior executives with more ability to directly influence overall business performance have a greater proportion of variable, performance-based pay at risk, and overall compensation provided through long-term incentives and equity incentive programs. For fiscal 2025, our compensation consisted primarily of the following components: annual and short-term compensation of: annual base salary and short-term incentives; and long-term compensation of: long-term equity incentives under our LTIP, as appropriate, and employee benefits, as appropriate. Each element of compensation is discussed in more detail below. Base Salary . Base salary is a fixed element of compensation of an NEO's annual compensation and is used to determine other elements of compensation such as incentive award levels and benefits. They are determined by each NEO's experience, expertise, performance and expected contribution to Gold Royalty with reference to relevant industry studies and market data. Salaries are generally targeted at the median of the compensation peer group, and as a result, salaries may be increased as required based on overall responsibilities, individual contribution and any increase in the employee's role within Gold Royalty or based on changes in the overall marketplace. Short-Term Incentive Program . The short-term incentives component of the Company's compensation program (" STIP ") is a variable component of the compensation program intended to reward eligible employees for achieving annual corporate performance against stated objectives and an employee's individual progress which aid in achieving long-term value for the Company. 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. Performance measures and targets for STIPs are both quantitative and qualitative in nature with performance measured based on corporate and individual progress performance measures. To ensure a pay-for-performance culture and affordability to Gold Royalty, STIP payments will only be made if certain minimum performance levels and progress review results are achieved. For more information, see the section on page 26 titled "Short-Term Incentives Program". Long Term Incentive Plan . LTIP compensation is a variable component of compensation program intended to reward NEOs for their success in achieving sustained, long-term profitability and increases in stock value which aid in driving and rewarding long-term shareholder value creation and retention of executives. Long-term compensation is awarded pursuant to the Company's LTIP, and awards are generally based upon the long-term financial and operating expectations of the Board and management and the contribution an executive officer is expected to make in the future. Typically, the Compensation Committee will grant awards at the beginning of each year for the applicable year. LTIP awards are generally granted in the form of Options and RSUs. For more information, see the section on page 42 titled "Long-Term Incentive Plan". Employee Benefits . The primary purpose of providing benefits to employees is to attract and retain key talent and personnel required to operate and manage the Company in an effective and successful manner. Gold Royalty executives generally participate in the same broad-based health insurance and benefit plans made available to other employees in Canada. In general, benefits are not intended to make up a large portion of an executive's total compensation package, as the philosophy of Gold Royalty is to reward executives primarily through a performance-driven total compensation package. 2025 Compensation Rationale In reviewing the 2025 compensation results, and for benchmarking compensation for 2026, the Compensation Committee and the Board adjusted the Company's compensation peer group to better reflect the Company's share price and market capitalization to better reflect the then-current share price. In determining and reviewing compensation outcomes for fiscal 2025 and short-term and long-term incentive awards, the Compensation Committee considered, among other things, the Company's relative share price performance and market conditions. As a result, the Compensation Committee and the Board adopted the following measures to better reflect the then-current share price: actual short-term incentive awards for NEOs were settled in cash; in determining 2026 compensation for NEOs, a determination to increase the base salary of each of our Chief Executive Officer, Chief Financial Officer and Chief Development Officer to move levels closer to median in 2025; a mix of RSUs and Options were granted as part of long-term incentive compensation to NEOs in 2025; and attributed 150% to the share price performance measure for determining 2025 short-term incentive results, with an overall payout of 150% of target for 2025. The Peer Group The Compensation Committee believes that it is appropriate to establish compensation levels comparable to similar companies. Accordingly, the Company maintains a compensation peer group to provide competitive market context on pay levels, mix and design practices. The compensation peer group is reviewed each year by the Compensation Committee to ensure it continues to appropriately reflect our size, operation and geography. The compensation peer group is developed based on companies that meet the following criteria: companies of a similar size to Gold Royalty (0.25 to 4 times), primarily from a market capitalization perspective, but also considering other factors such as total revenue, total assets and royalty companies with a wider market capitalization range due to a limited number of good similar-sized organizations; companies who belong to similar industry segments as Gold Royalty (i.e. mining, royalty and streaming related segments); companies with a similar business strategy and scope of operations to Gold Royalty; and a blend of publicly traded royalty and precious metal companies on major Canadian and American exchanges. The approach used in selecting an appropriate compensation peer group ensures that NEOs are being benchmarked against positions that require similar skill sets and experiences. As a result of the above listed parameters, the Compensation Committee utilized the following compensation peer group for the purposes of initially benchmarking and determining salaries and the components and design of short-term incentive grants in respect of the 2025 fiscal year (the " Prior Peer Group "). Altius Minerals Corp. Aris Mining Corp. Avino Silver & Gold Mines Ltd. Elemental Altus Royalties Corp. EMX Royalty Corp. Lithium Royalty Corp. Mako Mining Corp. Metalla Royalty & Streaming Ltd. Orogen Royalties Inc. Osisko Development Corp. Perpetua Resources Corp. Sailfish Royalty Corp. TRX Gold Corp. Uranium Royalty Corp. Vox Royalty Corp. Subsequently, in 2025, the Company commissioned a peer group review from Global Governance Advisors (" GGA ") as part of a competitive compensation market update review of executive and director compensation in order to stay abreast of changes in the external market and to ensure that the Company continued to benchmark executive compensation with appropriate market comparators. As a result, the Compensation Committee utilized the following compensation peer group (the " Current Peer Group "): Altius Minerals Corp. Aris Mining Corp. Avino Silver & Gold Mines Ltd. Ecora Resources PLC Elemental Altus Royalties Corp. EMX Royalty Corp. Lithium Royalty Corp. Mako Mining Corp. Metalla Royalty & Streaming Ltd. Osisko Development Corp. Perpetua Resources Corp. Sailfish Royalty Corp. TRX Gold Corp. Uranium Royalty Corp. Vox Royalty Corp. Compared to the Prior Peer Group, the following companies were removed from or added to the Current Peer Group: Removed from the Prior Peer Group Added to the Current Peer Group Orogen Royalties Inc.  Ecora Resources PLC The Current Peer Group was utilized in the evaluation of compensation results for fiscal 2025 and the benchmarks of total compensation and long-term incentives for fiscal 2025. The Current Peer Group was also utilized to benchmark and determine salaries, short-term incentives and other elements of the compensation mix for 2026. Positioning Relative to Peer Group Gold Royalty considers the compensation peer group's compensation, size, structure, operational scope and geography when arriving at the appropriate NEO compensation levels and structure. In arriving at a targeted total compensation package for fiscal 2025, the Compensation Committee generally recommended to the Board that NEOs compensation align with the median of the compensation peer group, through a balance of base salary, target STIP opportunity and LTIP. In 2025, the base salary for our Chief Executive Officer, Chief Financial Officer and Chief Development Officer was C$550,000, C$320,000 and C$320,000 per year, respectively, which was generally below median levels of the compensation peer group. For 2026, after reviewing the overall compensation mix, the Compensation Committee approved a 5% market-based increase to the base salary of our Chief Executive Officer and a 16% market-based increase to the base salary of each of our Chief Financial Officer and Chief Development Officer in order to better align their respective salary towards the 50 th percentile of the compensation peer group.

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