BASE SHELF PROSPECTUS AND PRELIMINARY PROSPECTUS SUPPLEMENT ACCESSIBLE AND FINAL PROSPECTUS SUPPLEMENT TO BE ACCESSIBLE WITHIN TWO BUSINESS DAYS ON SEDAR+ VANCOUVER, British Columbia, May 28, 2024 (GLOBE NEWSWIRE) -- Gold Royalty Corp. ("Gold Royalty" or the "Company") (NYSE:GROY) is pleased to announce that it has entered into an agreement with National Bank Financial Inc. and BMO Capital Markets Corp., as joint book-runners, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 17,442,000 units of the Company (the "Units") at a price of US$1.72 per Unit (the "Offering Price"), for aggregate gross proceeds of approximately US$30 million (the "Offering"). Each Unit will consist of one common share of the Company (each a "Common Share") and one common share purchase warrant (each a "Warrant"). Each Warrant will be exercisable to acquire one Common Share of the Company for a period of thirty-six months at an exercise price of US$2.25. Subject to receipt of the necessary approvals, the Common Shares as well as the Common Shares issuable upon exercise of the Warrants will be listed on the NYSE American. The Company has agreed to use commercially reasonable efforts to list the Warrants on the NYSE American following closing of the Offering. The Company has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time at the Offering Price up to 30 days after closing of the Offering, to purchase up to an additional 15% of the number of Units issued pursuant to the Offering, for additional gross proceeds to the Company of up to approximately US$4.5 million, to acquire Units, Common Shares and/or Warrants (or any combination thereof).  The Company intends to use the net proceeds of the Offering to fund a portion of the consideration for its acquisition (the "Acquisition") of a copper stream (the "Stream") in respect of the Vares Silver Project, operated by a subsidiary of Adriatic Metals plc and located in Bosnia and Herzegovina pursuant to a purchase and sale agreement (the "PSA") between the Company and OMF Fund III (Cr) Ltd., an entity managed by Orion Mine Finance Management LP ("Orion"). Under the terms of the PSA, Gold Royalty will pay US$50 million to acquire the Stream from Orion at the closing of the Acquisition, comprised of US$45 million payable in cash and US$5 million to be satisfied by the issuance of 2,906,977 Gold Royalty shares. Closing of the Offering is expected to occur on or about May 31, 2024 (the "Closing Date"), subject to customary closing conditions, including the receipt of all necessary approvals of the NYSE American in accordance with its applicable listing requirements. The closing of the Offering is not conditional upon the completion of the Acquisition. In the event that the Acquisition is not completed, the Company may reallocate the net proceeds from the Offering for general corporate purposes, including ...