EX-99.1 2 groy-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

 

 

img73345584_0.jpg

 

 

 

 

 

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

 

 

 

 

 

 

 

 

 


Gold Royalty Corp.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

 

 

 

 

As at

 

As at

 

 

 

 

March 31, 2025

 

December 31, 2024

 

 

Notes

 

($)

 

($)

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

3,214

 

2,267

Short-term investments

 

 

 

140

 

214

Accounts receivable

 

 

 

1,197

 

1,663

Prepaids and other receivables

 

 

 

1,721

 

1,727

 

 

 

 

6,272

 

5,871

Non-current assets

 

 

 

 

 

 

Royalties, streaming and other mineral interests

 

4

 

719,833

 

717,780

Long-term investment

 

5

 

1,390

 

1,390

Investment in associate

 

 

 

1,465

 

1,495

Gold-linked loan

 

6

 

10,703

 

10,739

Other long-term assets

 

 

 

221

 

240

 

 

 

 

733,612

 

731,644

 

 

 

 

 

 

 

 

 

 

739,884

 

737,515

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

4,453

 

3,859

 

 

 

 

4,453

 

3,859

Non-current liabilities

 

 

 

 

 

 

Non-current portion of lease obligation

 

 

 

174

 

181

Bank loan

 

7

 

26,123

 

24,920

Convertible debentures

 

8

 

25,473

 

24,898

Embedded derivative

 

9

 

1,209

 

1,309

Deferred income tax liability

 

 

 

124,405

 

124,045

 

 

 

 

177,384

 

175,353

 

 

 

 

 

 

 

 

 

 

181,837

 

179,212

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Issued capital

 

10

 

596,392

 

595,811

Reserves

 

10

 

36,095

 

35,684

Accumulated deficit

 

 

 

(74,475)

 

(73,227)

Accumulated other comprehensive income

 

 

 

35

 

35

 

 

 

 

558,047

 

558,303

 

 

 

 

739,884

 

737,515

 

 

 

 

 

Approved by the Board of Directors:

 

/s/ Ken Robertson

 

/s/ Warren Gilman

Ken Robertson

Director

Warren Gilman

Director

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

1


Gold Royalty Corp.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

 

 

 

 

For the three months ended
March 31

 

 

 

 

2025

 

2024

 

 

Notes

 

($)

 

($)

Revenue

 

 

 

 

 

 

Revenue

 

11

 

3,138

 

2,894

Cost of sales

 

 

 

 

 

 

Cost of sales excluding depletion

 

4

 

(145)

 

Depletion

 

4

 

(91)

 

(520)

Gross profit

 

 

 

2,902

 

2,374

 

 

 

 

 

 

Other operating income/(expenses)

 

 

 

 

 

 

General and administrative costs

 

12

 

(1,821)

 

(2,261)

Project evaluation costs

 

12

 

(18)

 

(19)

Share of loss in associate

 

 

 

(30)

 

(52)

Dilution gain in associate

 

 

 

 

9

Share-based compensation

 

10

 

(692)

 

(595)

Operating income/(loss) for the period

 

 

 

341

 

(544)

 

 

 

 

 

 

Other items

 

 

 

 

 

 

Change in fair value of gold-linked loan

 

6

 

290

 

639

Change in fair value of short-term investments

 

 

 

(74)

 

101

Change in fair value of embedded derivative

 

9

 

100

 

191

Foreign exchange gain

 

 

 

29

 

87

Finance costs

 

13

 

(2,205)

 

(1,784)

Loan modification gain

 

7

 

693

 

310

Other income

 

 

 

9

 

21

Net loss before income taxes for the period

 

 

 

(817)

 

(979)

Current tax expense

 

 

 

(71)

 

(789)

Deferred tax recovery/(expense)

 

 

 

(360)

 

363

Net loss after income taxes for the period

 

 

 

(1,248)

 

(1,405)

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

Item that may be reclassified subsequently to net income:

 

 

 

 

 

 

Foreign currency translation differences

 

 

 

 

(37)

Total comprehensive loss for the period

 

 

 

(1,248)

 

(1,442)

 

 

 

 

 

 

Net loss per share, basic and diluted

 

 

 

(0.01)

 

(0.01)

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

 

 

170,325,913

 

145,778,698

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

2


Gold Royalty Corp.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

 

 

 

Notes

 

Number of
Common Shares

 

Issued Capital
($)

 

Reserves
($)

 

Accumulated
 Deficit
($)

 

Accumulated
Other
Comprehensive Income
($)

 

Total
($)

Balance at December 31, 2023

 

 

 

145,669,046

 

556,177

 

34,226

 

(69,816)

 

363

 

520,950

GRC Shares issued upon vesting of restricted share units

 

 

 

54,198

 

261

 

(261)

 

 

 

GRC Shares issued for interest payment of convertible debentures

 

 

 

164,473

 

249

 

 

 

 

249

Share-based compensation - share options

 

 

 

 

 

92

 

 

 

92

Share-based compensation - restricted share units

 

 

 

 

 

503

 

 

 

503

Net loss for the period

 

 

 

 

 

 

(1,405)

 

(37)

 

(1,442)

Balance at March 31, 2024

 

 

 

145,887,717

 

556,687

 

34,560

 

(71,221)

 

326

 

520,352

 

 

 

 

Notes

 

Number of
Common Shares

 

Issued Capital
($)

 

Reserves
($)

 

Accumulated
 Deficit
($)

 

Accumulated
Other
Comprehensive Income
($)

 

Total
($)

Balance at December 31, 2024

 

 

 

170,205,124

 

595,811

 

35,684

 

(73,227)

 

35

 

558,303

GRC Shares issued upon vesting of restricted share units

 

10

 

67,880

 

281

 

(281)

 

 

 

GRC Shares issued for interest payment of convertible debentures

 

10

 

214,285

 

300

 

 

 

 

300

Share-based compensation - share options

 

10

 

 

 

236

 

 

 

236

Share-based compensation - restricted share units

 

10

 

 

 

456

 

 

 

456

Net loss for the period

 

 

 

 

 

 

(1,248)

 

 

(1,248)

Balance at March 31, 2025

 

 

 

170,487,289

 

596,392

 

36,095

 

(74,475)

 

35

 

558,047

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

3


Gold Royalty Corp.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

 

 

For the three months ended
March 31

 

 

2025

 

2024

 

 

($)

 

($)

Operating activities

 

 

 

 

Net loss for the period

 

(1,248)

 

(1,405)

Items not involving cash:

 

 

 

 

Depreciation

 

19

 

20

Depletion

 

91

 

520

Finance costs

 

2,205

 

1,784

Other income

 

(9)

 

(21)

Share-based compensation

 

692

 

595

Change in fair value of short-term investments

 

74

 

(101)

Change in fair value of embedded derivative

 

(100)

 

(191)

Loan modification gain

 

(693)

 

(310)

Change in fair value of gold-linked loan

 

(290)

 

(639)

Share of loss in associate

 

30

 

52

Dilution gain in associate

 

 

(9)

Deferred tax (recovery)/expense

 

360

 

(363)

Unrealized foreign exchange gain

 

(25)

 

(88)

Operating cash flows before movements in working capital

 

1,106

 

(156)

Net changes in non-cash working capital items:

 

 

 

 

Accounts receivables

 

466

 

(982)

Interest income credited against gold-linked loan

 

326

 

241

Prepaids and other receivables

 

30

 

115

Accounts payable and accrued liabilities

 

559

 

1,118

Cash provided by operating activities

 

2,487

 

336

 

 

 

 

Investing activities

 

 

 

 

Interest received

 

9

 

21

Investment in royalties, streaming and other mineral interests

 

(2,209)

 

(23)

Land agreements proceeds credited against other mineral interests

 

113

 

1,050

Cash provided by/(used in) investing activities

 

(2,087)

 

1,048

 

 

 

 

Financing activities

 

 

 

 

Net proceeds from bank loan/(payment of bank transaction costs)

 

1,835

 

(137)

Interest paid

 

(1,265)

 

(861)

Payment of lease obligations

 

(23)

 

(20)

Cash provided by/(used in) financing activities

 

547

 

(1,018)

 

 

 

 

Net increase in cash

 

947

 

366

Cash and cash equivalents

 

 

 

 

Beginning of period

 

2,267

 

1,443

End of period

 

3,214

 

1,809

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

4


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

1. Corporate information

Gold Royalty Corp. ("GRC" or the "Company") is a company incorporated in Canada on June 23, 2020 and domiciled in Canada. GRC is principally engaged in acquiring gold-focused royalty and mineral stream interests. The registered office of the Company is located at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada. The principal address of the Company is located at 1830 – 1188 West Georgia Street Vancouver, BC, V6E 4A2, Canada.

The Company's common shares (the "GRC Shares") and common share purchase warrants ("Warrants") are listed on the NYSE American under the symbols "GROY" and "GROY-WT", respectively.

2. Basis of preparation and Significant accounting policies

2.1 Statement of compliance

The Company's condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS" or "IFRS Accounting Standards") applicable to the presentation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2024.

These condensed interim consolidated financial statements were authorized for issue by the Company's board of directors on May 7, 2025.

2.2 Basis of presentation

The Company's condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company’s condensed interim consolidated financial statements are presented in United States dollars ("U.S. dollar", "$" or "dollar"). All values are rounded to the nearest thousand except where otherwise indicated.

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's annual financial statements for the year ended December 31, 2024. The Company's interim results are not necessarily indicative of its results for a full year.

The condensed interim consolidated financial statements include the financial statements of Gold Royalty Corp. and its wholly-owned subsidiaries:

 

 

 

 

 

 

% Equity Interest as at

Name of subsidiary

 

Country of Incorporation

 

Functional Currency

 

March 31, 2025

 

December 31, 2024

Ely Gold Royalties Inc.

 

Canada

 

U.S. dollar

 

100%

 

100%

Nevada Select Royalty, Inc.

 

USA

 

U.S. dollar

 

100%

 

100%

Ren Royalties LLC

 

USA

 

U.S. dollar

 

100%

 

100%

VEK Associates

 

USA

 

U.S. dollar

 

100%

 

100%

Gold Royalty Holdings Ltd.

 

Canada

 

U.S. dollar

 

100%

 

100%

Groyco Mex. S.A. de C.V.

 

Mexico

 

U.S. dollar

 

100%

 

100%

All subsidiaries are consolidated from the date the Company obtained control until the date that its control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from the subsidiaries and has the ability to affect those returns through its power over the entity. All inter-company transactions, balances, income and expenses are eliminated through the consolidation process. The accounts of all subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

3. IFRS Pronouncement

3.1 Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.

 

5


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

3. IFRS Pronouncement (continued)

3.1 Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments (continued)

The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.

3.2 IFRS 18 – Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.

4. Royalties, streaming and other mineral interests

 

 

Streams on Production Stage Assets
($)

 

Royalties on Production Stage Assets
($)

 

Royalties on Development Stage Assets
($)

 

Royalties on Exploration and Resource Stage Assets
($)

 

Other mineral interests
($)

 

Total
($)

Balance at December 31, 2023

 

 

308,330

 

143,672

 

202,851

 

16,869

 

671,722

Additions

 

50,884

 

 

 

 

153

 

51,037

Disposal

 

 

 

 

 

(112)

 

(112)

Depletion

 

(314)

 

(2,890)

 

 

 

 

(3,204)

Land agreement proceeds

 

 

 

 

 

(1,663)

 

(1,663)

Transfers

 

 

16,132

 

(16,132)

 

 

 

Balance at December 31, 2024

 

50,570

 

321,572

 

127,540

 

202,851

 

15,247

 

717,780

Additions

 

 

 

 

2,246

 

11

 

2,257

Depletion adjustment/(depletion)

 

(158)

 

67

 

 

 

 

(91)

Land agreement proceeds

 

 

 

 

 

(113)

 

(113)

Transfers

 

 

 

 

17

 

(17)

 

Balance at March 31, 2025

 

50,412

 

321,639

 

127,540

 

205,114

 

15,128

 

719,833

Garrison Royalty Acquisition

On March 7, 2025, the Company acquired a 1.2% NSR royalty with respect to the Garrison Project, located near Timmins, Ontario and operated by STLLR Gold Inc. from certain third-party vendors at a consideration of $1,948 (C$2.8 million). Transaction costs amounting to $298 were recorded as part of the carrying value of the Garrison Royalty.

Land agreement proceeds

During the three months ended March 31, 2025, the Company received land agreement proceeds that were credited against other mineral interests of $113 (2024: $1,050).

Cost of sales excluding depletion

During the three months ended March 31, 2025, the Company incurred copper streaming expenses, which are associated ongoing payments required to be made by the Company equal to 30% of the LME spot copper price of $145 (2024: $nil) relating to the Vareš copper stream.

6


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

4. Royalties, streaming and other mineral interests (continued)

Summary of Select Royalties and Stream

The following is a summary of selected royalties and a stream owned by the Company as of March 31, 2025:

Asset

 

Interest

 

Jurisdiction

Streams on Production Stage Assets:

 

 

 

 

Vareš Mine

 

100% Copper Stream

 

Bosnia and Herzegovina

 

 

 

 

Royalties on Production Stage Assets:

 

 

 

 

Borden Mine (1)

 

0.5% NSR

 

Ontario, Canada

Canadian Malartic Property (open pit) (1)

 

2.0% – 3.0% NSR

 

Québec, Canada

Cozamin Mine (1)

 

1.0% NSR

 

Zacatecas, Mexico

Côté Gold Mine (1)

 

0.75% NSR

 

Ontario, Canada

Isabella Pearl Mine (1)

 

0.375% Gross Revenue Royalty

 

Nevada, USA

Granite Creek

 

10% Net Profit Interest ("NPI")

 

Nevada, USA

 

 

 

 

Royalties on Development Stage Assets:

 

 

 

 

Canadian Malartic - Odyssey Project (1) (underground)

 

3.0% NSR

 

Québec, Canada

Borborema Project

 

2.0% NSR

 

Rio Grande do Norte, Brazil

REN - Carlin Mines

 

1.5% NSR

 

Nevada, USA

REN - Carlin Mines (NPI)

 

3.5% NPI

 

Nevada, USA

 

 

 

 

Royalties on Exploration and Resource Stage Assets:

 

 

 

 

Fenelon Gold Project

 

2.0% NSR

 

Québec, Canada

Note:

(1)
Royalty applies to only a portion of the property.

5. Long-term investment

As at March 31, 2025, long-term investment comprises a $1,390 (C$2 million) (December 31, 2024: $1,390 (C$2 million)) representing a 12.5% equity interest in Prospector Royalty Corp. ("PRC"), a private company providing preferred access to a proprietary and digitized royalty database. The arrangement includes a royalty referral and granting opportunities to acquire certain royalties identified by PRC.

6. Gold-linked loan

On December 19, 2023 (the "Advance Date"), the Company entered into a definitive agreement with Borborema Inc. (the "Borrower"), providing the Borrower with project financing for its Borborema Project of $10,000. The loan is secured against certain assets of the Borrower, and bears interest at 110 ounces of gold per quarter, and is payable through cash settlement or physical delivery of gold. The Borrower has the option to prepay the loan with all interest accrued and unpaid after 24 months following the Advance Date. The Borrower will have the option to elect its choice of payment (the "Prepayment Option").

The loan is classified as a financial asset and measured at fair value through profit or loss in accordance with IFRS 9 Financial Instruments. The Prepayment Option has been accounted for as part of the fair value of the loan in accordance with IFRS 9 Financial Instruments. The fair value of the loan is remeasured on the reporting date and the change in fair value is recognized in the consolidated statements of comprehensive loss.

As at March 31, 2025, the fair value of the loan has been estimated using a discounted cash-flow approach based on the following assumptions: risk-free interest rate of 3.65%, calibrated credit spread of 2.95%, estimated long-term gold price of $2,245 per ounce and expected volatility of gold of 14.21%. The Company recorded a fair value gain on the loan of $290 (2024: $639) in change in fair value of gold-linked loan in the consolidated statements of comprehensive loss for the three months ended March 31, 2025.

 

 

($)

Balance at December 31, 2023

 

10,139

Interest income credited against Gold-linked loan

 

(1,081)

Change in fair value during the year

 

1,681

Balance at December 31, 2024

 

10,739

Interest income credited against Gold-linked loan

 

(326)

Change in fair value during the period

 

290

Balance at March 31, 2025

 

10,703

 

7


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

7. Bank loan

On February 24, 2025, the Company entered into an amended and restated credit agreement ("Credit Facility") with the Bank of Montreal and the National Bank of Canada to its existing Credit Facility. The amended and upsized Facility bears a reduced interest rate based on SOFR plus a margin of 3.00%, reflecting a 100 basis points interest rate reduction. The amended Credit Facility consists of a $30,000 secured revolving credit line, with an accordion feature allowing for up to an additional $45,000 in availability, subject to certain conditions, for a total of $75,000 of available capacity. The maturity date of the Credit Facility has been extended from March 31, 2027, to March 31, 2028. The outstanding balance as of March 31, 2025, was $27,287. The following outlines the movement of the bank loan from December 31, 2023 to March 31, 2025:

 

 

($)

Balance at December 31, 2023

 

10,031

Additional draw-down

 

15,000

Less: transaction costs and fees

 

(376)

Modification adjustment

 

(310)

Interest expense

 

2,053

Interest paid

 

(1,478)

Balance at December 31, 2024

 

24,920

Additional draw-down

 

2,000

Less: transaction costs and fees

 

(165)

Modification adjustment

 

(693)

Interest expense

 

626

Interest paid

 

(565)

Balance at March 31, 2025

 

26,123

 

8. Convertible debentures

On December 15, 2023, the Company completed a private placement of $40,000 aggregate principal amount of unsecured convertible debentures (the "Debentures") with Queen's Road Capital Investment Ltd. ("QRC") and Taurus Mining Royalty Fund L.P., a fund managed by Taurus Funds Management Pte Limited (collectively, the "Holders"). The Debentures are unsecured and bear interest at 10% per annum over a 5-year term, interest is payable 70% in cash and 30% in GRC Shares issuable at a price equal to the 20-day volume-weighted average trading price calculated at each interest payment date.

The Company identified the Debentures as compound financial instruments. In accordance with IFRS 9 Financial Instruments and IAS 32 Financial Instruments: Presentation, the liability component excluding the Redemption Option (the "Host Contract") are classified as debt instruments and are measured at amortized cost.

The Company will be entitled to redeem the Debentures at par within a period of fourteen days from the third anniversary of the date of the issuance of the Debentures. Should the Company exercise its right to redeem the Debentures during this period, the Holders are entitled to convert all of the outstanding Debentures into GRC Shares at a conversion price of US$1.73 (the "Redemption Option"). The Redemption Option is identified as an embedded derivative in accordance with IFRS 9 Financial Instruments and estimated at $1,951 on the issuance (Note 9).

The Debentures will be convertible at the holder's option into GRC Shares at a conversion price of $1.90 (the "Conversion Option"). As the number of GRC Shares to be issued under the Conversion Option is determined as the converted amount of the Debentures divided by the fixed conversion price of $1.90, the Conversion Option was accounted for separately as equity instruments in accordance with IAS 32 Financial Instruments: Presentation. The Conversion Option was recognized at the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component, in accordance with IFRS 9 Financial Instruments.

On the issuance date, principal of $23,471 was allocated to the Host Contract, $1,951 was allocated to the Redemption Option as embedded derivative (Note 9) and the residual value of $14,578 was allocated to the Conversion Option as equity. A deferred tax liability of $2,309 related to the taxable temporary difference arising from the equity portion of the Debentures was recognized as an offset in equity. The Company incurred transaction costs and fees of $1,481 for the issuance of the Debentures, of which $943 was allocated as an reduction to the liability portion and the residual value of $538 was allocated as reduction to the Conversion Option as equity.

 

8


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

8. Convertible debentures (continued)

The following outlines the movement of the Debentures balance from December 31, 2023 to March 31, 2025:

 

 

($)

Balance at December 31, 2023

 

22,763

Finance costs

 

5,968

Interest paid

 

(3,833)

Balance at December 31, 2024

 

24,898

Finance costs

 

1,575

Interest paid

 

(1,000)

Balance at March 31, 2025

 

25,473

 

9. Embedded derivative

The embedded derivative related to the Debentures (Note 8) was valued upon initial recognition at fair value of $1,951. At each reporting date, the change in fair value of the embedded derivatives is recognized in the consolidated statements of comprehensive loss.

The following outlines the movement of the embedded derivatives balance from December 31, 2023 to March 31, 2025:

 

 

($)

Balance at December 31, 2023

 

1,921

Change in fair value during the year

 

(612)

Balance at December 31, 2024

 

1,309

Change in fair value during the period

 

(100)

Balance at March 31, 2025

 

1,209

As at March 31, 2025, the fair value of the embedded derivatives has been estimated using the White Hull one factor model based on the following assumptions: share price of $1.44, calibrated credit spread of 23.86%, expected interest rate volatility of 0.85% and mean reversion constant of 6.32%.

10. Equity

10.1 Common Shares

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series without par value.

During the three months ended March 31, 2025, the Company issued 282,165 shares in satisfaction of vesting of RSUs ("Restricted Share Units") and debentures interest payment.

10.2 Restricted Share Units

During the three months ended March 31, 2025, the Company recognized share-based compensation expense of $456 (2024: $503) related to RSUs.

The following outlines the movements of the Company's RSUs:

 

 

Number of
RSUs

 

Weighted Average
Grant Price
($)

Balance at December 31, 2023

 

2,065,120

 

1.97

Granted

 

1,348,555

 

1.24

Vested

 

(738,244)

 

2.11

Forfeited

 

(95,156)

 

2.09

Balance at December 31, 2024

 

2,580,275

 

1.55

Vested

 

(67,880)

 

4.19

Balance at March 31, 2025

 

2,512,395

 

1.47

The Company classifies RSUs as equity instruments since the Company has the ability and intent to settle the awards in common shares. The compensation expense is calculated based on the fair value of each RSU as determined by the closing value of GRC Shares at the date of the grant. The Company recognizes compensation expenses over the vesting period of the RSUs.

9


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

10. Equity (continued)

10.3 Reserves

The following outlines the movements of the Company's common share purchase warrants, share options, RSUs and convertible debentures:

 

 

Reserves

 

 

Warrants

 

Share Based Awards

 

Convertible Debentures

 

Total

 

 

($)

 

($)

 

($)

 

($)

Balance at December 31, 2023

 

8,292

 

14,202

 

11,732

 

34,226

Vesting of RSUs

 

 

(1,551)

 

 

(1,551)

Exercise of share options - Golden Valley Abitibi Royalties Ltd

 

 

(301)

 

 

(301)

Bought deal offering:

 

 

 

 

 

 

 

 

Warrants issued for cash

 

1,003

 

 

 

1,003

Share-based compensation - share options

 

 

434

 

 

434

Share-based compensation - RSUs

 

 

1,873

 

 

1,873

Balance at December 31, 2024

 

9,295

 

14,657

 

11,732

 

35,684

Vesting of RSUs

 

 

(281)

 

 

(281)

Share-based compensation - share options

 

 

236

 

 

236

Share-based compensation - RSUs

 

 

456

 

 

456

Balance at March 31, 2025

 

9,295

 

15,068

 

11,732

 

36,095

Common Share Purchase Warrants

As at March 31, 2025, there were 2,430,000 Ely Warrants outstanding which are exercisable into 595,350 GRC Shares based on a 0.245 exchange ratio. The Ely Warrants have a weighted average exercise price of C$4.59 per GRC Share and with a weighted average remaining contractual life of 0.38 years.

Share Options

The Company adopted a long-term incentive plan (the "LTIP") which provides that the Board of Directors may, from time to time, in its discretion, grant awards of restricted share units, performance share units, deferred share units and share options to directors, officers, employees and consultants. The aggregate number of common shares issuable under the LTIP in respect of awards shall not exceed 10% of the common shares issued and outstanding.

During the three months ended March 31, 2025, the Company recognized share-based compensation expense of $236 (2024: $92), related to the share options.

The following outlines the movements of the Company's common share options:

 

 

Number of
options

 

Weighted Average
Exercise Price
($)

Balance at December 31, 2023

 

7,766,211

 

3.31

Granted

 

2,094,450

 

1.24

Exercised - Golden Valley Abitibi Royalties Ltd.

 

(25,544)

 

1.29

Forfeited - Golden Valley Abitibi Royalties Ltd.

 

(111,342)

 

2.18

Balance at December 31, 2024

 

9,723,775

 

2.89

Forfeited - Golden Valley Abitibi Royalties Ltd.

 

(198,781)

 

2.39

Balance at March 31, 2025

 

9,524,994

 

2.90

 

10


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

10. Equity (continued)

10.3 Reserves (continued)

Share Options (continued)

A summary of share options outstanding and exercisable as at March 31, 2025, are as follows:

 

 

Options Outstanding

 

Options Exercisable

Exercise Price
($)

 

Number of Options Outstanding

 

Weighted Average Exercise Price
($)

 

Weighted Average Remaining Contractual Life
(years)

 

Number of Options exercisable

 

Weighted Average Exercise Price
($)

 

Weighted Average Remaining Contractual Life
(years)

1.00 to 1.99

 

3,822,617

 

1.27

 

3.24

 

2,251,780

 

1.30

 

2.24

2.00 to 2.99

 

2,337,860

 

2.58

 

2.62

 

2,337,860

 

2.58

 

2.62

3.00 to 3.99

 

17,514

 

3.06

 

2.14

 

17,514

 

3.06

 

2.14

4.00 to 4.99

 

842,003

 

4.86

 

1.49

 

842,003

 

4.86

 

1.49

5.00 and above

 

2,505,000

 

5.00

 

0.94

 

2,505,000

 

5.00

 

0.94

 

9,524,994

 

2.90

 

2.33

 

7,954,157

 

3.22

 

1.86

 

11. Revenue

 

 

For the three months ended
March 31

 

 

2025

 

2024

 

 

($)

 

($)

Borden

 

184

 

179

Canadian Malartic

 

105

 

632

Côté Gold

 

519

 

Cozamin

 

301

 

252

Vareš

 

484

 

Borborema

 

741

 

549

Others

 

804

 

1,282

 

 

3,138

 

2,894

For the three months ended March 31, 2025, others consist of land agreement proceeds not credited against other mineral interest of $460 (2024: $1,002), and advance mineral royalty payment received of $337 (2024: $281).

12. General and administrative costs and project evaluations costs

 

 

For the three months ended
March 31

 

 

2025

 

2024

 

 

($)

 

($)

General and administrative costs:

 

 

 

 

Corporate administrative costs

 

681

 

1,158

Employee costs

 

780

 

733

Professional fees

 

341

 

350

 

1,802

 

2,241

Depreciation

 

19

 

20

 

1,821

 

2,261

During the three months ended March 31, 2025, included in project evaluation costs were professional fees of $18 (2024: $19).

11


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

12. General and administrative costs and project evaluations costs (continued)

Reclassification of share-based compensation

The Company has reclassified the share-based compensation previously presented as part of general and administrative costs in the condensed interim consolidated financial statements for the three months ended March 31, 2024 to share-based compensation. The reclassification is a presentation change within other operating income/(expenses) and has no impact on condensed interim consolidated statement of financial position, condensed interim consolidated statement of changes in equity or condensed interim consolidated statement of cash flows. The reclassification provide more relevant, reliable, comparable and understandable information on the Company's operating income/(expenses) and better aligns with accepted industry practices.

The following table summarizes the effect of the restatement on the Company's previously reported condensed interim consolidated statement of loss:

 

 

As previously reported

 

Reclassification

 

As reported

For the three months ended March 31, 2024

 

($)

 

($)

 

($)

General and administrative costs

 

2,856

 

(595)

 

2,261

Share-based compensation

 

 

595

 

595

 

13. Finance costs

 

 

For the three months ended
March 31

 

 

2025

 

2024

 

 

($)

 

($)

Interest expense on bank loan

 

626

 

336

Interest expense on convertible debentures

 

1,056

 

1,047

Accretion of convertible debentures

 

519

 

395

Interest expense on lease liabilities

 

4

 

6

 

2,205

 

1,784

 

14. Financial instruments

The Company's financial instruments consist of cash and cash equivalents, short-term and long-term investments, gold-linked loan, accounts receivable, accounts payable and accrued liabilities, lease obligation, bank loan, convertible debentures, and embedded derivatives.

The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.
Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

 

 

As at March 31, 2025

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

($)

 

($)

 

($)

 

($)

Recurring measurements

 

 

 

 

 

 

 

 

Financial assets at FVTPL

 

 

 

 

 

 

 

 

Short-term investments

 

140

 

 

 

140

Gold-linked loan

 

 

 

10,703

 

10,703

Financial assets at FVOCI

 

 

 

 

 

 

 

 

Long-term investments

 

 

 

1,390

 

1,390

Financial liabilities at FVTPL

 

 

 

 

 

 

 

 

Embedded derivative

 

 

 

(1,209)

 

(1,209)

 

140

 

 

10,884

 

11,024

 

12


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

14. Financial instruments (continued)

 

 

As at December 31, 2024

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

($)

 

($)

 

($)

 

($)

Recurring measurements

 

 

 

 

 

 

 

 

Financial assets at FVTPL

 

 

 

 

 

 

 

 

Short-term investments

 

214

 

 

 

342

Gold-linked loan

 

 

 

10,739

 

10,139

Financial assets at FVOCI

 

 

 

 

 

 

 

 

Long-term investments

 

 

 

1,390

 

1,587

Financial liabilities at FVTPL

 

 

 

 

 

 

 

 

Embedded derivative

 

 

 

(1,309)

 

1,921

 

214

 

 

10,820

 

13,989

There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 2025.

The Company's 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. The Company's short-term investments are measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy.

The fair value of the gold-linked loan is classified as Level 3 and is determined based on a discounted cash flow approach, which includes significant inputs not based on observable market data such as long-term gold price and expected volatility of gold.

The Company's long-term investment is initially recorded at fair value and subsequently revalued to its fair market value at each period end based on inputs such as quoted equity prices. The fair value of the long-term investment is classified as Level 3 and measured based on data such as the price paid by arm's length parties in recent transactions.

The fair value of the embedded derivative related to the convertible debentures is classified as Level 3 and is determined using the White Hull one factor model, which includes significant inputs not based on observable market data such as expected credit spread.

The fair value of the Company's 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. Bank loan, convertible debentures, and lease obligations are measured at amortized cost. The fair value of the bank loan and lease obligations approximate their carrying values as their interest rates are comparable to current market rates. The fair value of the convertible debentures approximates their carrying values as there were not significant changes in economic and risk parameters or assumptions related to the convertible debentures since the issuance.

14.1 Financial risk management objectives and policies

The financial risk arising from the Company's operations are credit risk, liquidity risk, currency risk, equity price risk and interest rate risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

14.2 Credit risk

Credit risk is the risk of an unexpected loss if a customer or third-party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances, accounts receivable and gold-linked loan. The Company mitigates credit risk associated with its bank balances by holding cash with Schedule I chartered banks in Canada and their US affiliates. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents in excess of the amount of government deposit insurance coverage for each financial institution, and the carrying amount of its accounts receivable and gold-linked loan. In order to mitigate its exposure to credit risk, the Company closely monitors its financial assets.

14.3 Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company's working capital (current assets less current liabilities) as at March 31, 2025, was $1,819 compared to $2,012 as at December 31, 2024. The Company's accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.

13


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

14. Financial instruments (continued)

14.3 Liquidity risk (continued)

The Company's 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. Mineral prices are affected by numerous factors such as interest rates, exchange rates, inflation or deflation and global and regional supply and demand. In managing liquidity risk, the Company takes into account the anticipated cash flows from operating activities and its holding of cash and short-term investments. The Company believes it has the adequate liquidity to meet its obligations and to finance its planned activities.

 

 

Payments Due by Period

 

 

Total

 

Less than 1 year

 

1 – 3 years

 

4 – 5 years

 

After 5 years

 

 

($)

 

($)

 

($)

 

($)

 

($)

Lease obligations

 

268

 

95

 

173

 

 

Revolving credit facility - principal

 

27,287

 

 

27,287

 

 

Revolving credit facility - interest

 

6,684

 

2,366

 

4,318

 

 

Convertible debentures - principal

 

40,000

 

 

 

40,000

 

Convertible debentures - interest

 

15,167

 

4,000

 

8,000

 

3,167

 

 

89,406

 

6,461

 

39,778

 

43,167

 

14.4 Currency risk

The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currency. The Company currently does not engage in foreign exchange currency hedging. The currency risk on the Company's cash and cash equivalents, short-term investments and accounts payable and accrued liabilities is minimal.

14.5 Equity price risk

The Company is exposed to equity price risk associated with its investments in other mining companies. The Company's short-term investments consisting of common shares are exposed to significant equity price risk due to the potentially volatile and speculative nature of the businesses in which the investments are held. Based on the Company's short-term investments held as at March 31, 2025, a 10% change in the market price of these investments would have an impact of approximately $16 on net loss. The Company is not exposed to significant equity price risk related to its marketable securities.

14.6 Interest rate risk

The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and secured revolving credit facility, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash balances are minimal. The Company's secured revolving credit facility bears interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 2.00% or Adjusted Term SOFR plus a margin of 3.00%, 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 three months ended March 31, 2025. The Company's 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 three months ended March 31, 2025.

15. Related party transactions

15.1 Related Party Transactions

QRC, an entity whose Chief Executive Officer is also a director of the Company, subscribed for $30,000 principal amount of the Debentures in the Company's convertible debenture financing completed in December 2023. During the three months ended March 31, 2025, the Company incurred finance costs of $1,181, under such Debentures held by QRC.

Related party transactions are based on the amounts agreed to by the parties. During the three months ended March 31, 2025, the Company did not enter into any contracts or undertake any commitment with any related parties other than as described herein.

14


Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in thousands of United States dollars unless otherwise stated)

15. Related party transactions (continued)

15.2 Transactions with Key Management Personnel

Key management personnel are individuals responsible for planning, directing and controlling the activities of an entity. Total management salaries and directors' fees incurred for services provided by key management personnel of the Company for the three months ended March 31, 2025 are as follows:

 

 

For the three months ended
March 31

 

 

2025

 

2024

 

 

($)

 

($)

Management salaries

 

298

 

317

Directors' fees

 

48

 

58

Share-based compensation

 

507

 

429

 

853

 

804

 

16. Operating segments

The Company conducts its business as a single operating segment, being the investment in royalty and mineral streaming interests.

Revenue by geographical region

Revenue by geographical region, including revenues derived from the royalties, streaming and other mineral interests, are determined by the location of the mining operations giving rise to the royalties, streaming and other mineral interests. For the three months ended March 31, 2025 and 2024, revenue were earned from the following jurisdictions:

 

 

For the three months ended
March 31

 

 

2025

 

2024

 

 

($)

 

($)

Revenue by geographical region:

 

 

 

 

Bosnia and Herzegovina

 

484

 

Canada

 

809

 

811

USA

 

803

 

1,282

Brazil

 

741

 

549

Mexico

 

301

 

252

 

3,138

 

2,894

Non-current assets by geographical region

Except for the streaming interest located in Bosnia and Herzegovina and royalties on gold projects located in the USA, Brazil, Mexico, Colombia, Peru and Turkey, substantially all of the Company's assets and liabilities are held in Canada. The following table summarizes the Company's non-current assets by geographical region, as at March 31, 2025 and December 31, 2024. Geographical region of royalties, streaming and other mineral interests are determined by the location of the properties related to the royalties, streaming and other mineral interests.

 

 

As at

 

As at

 

 

March 31, 2025

 

December 31, 2024

 

 

($)

 

($)

Non-current assets by geographical region as of:

 

 

 

 

Bosnia and Herzegovina

 

50,411

 

50,572

Canada

 

447,354

 

444,975

USA

 

197,638

 

197,751

Brazil

 

31,954

 

31,990

Mexico

 

6,255

 

6,356

 

733,612

 

731,644

 

15