Gold Royalty Corp.

Forward-looking Statements

Certain statements contained in this MD&A constitute "forward-looking information" within the meaning of Canadian securities laws and "forward-looking statements" within the meaning of securities laws in the United States (collectively, "Forward-Looking Statements"). These statements relate to the expectations of management about future events, results of operations and our future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "target", "aim", "pursue", "potential", "objective" and "capable" and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking Statements should not be unduly relied on. These statements speak only as of the date of this MD&A. In addition, this MD&A may contain Forward-Looking Statements attributed to third-party industry sources. Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following:

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our plans and objectives, including our acquisition and growth strategy;

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our future financial and operational performance, including expectations regarding projected future revenues;

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royalty and other payments to be made to us by the owners and operators of the projects underlying our royalties, streaming and other interests;

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expectations regarding our royalties, streaming and other interests;

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the plans and expectations of the operators of properties underlying our royalty and streaming interests;

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estimates of mineral reserves and mineral resources on the projects in which we have royalty and streaming interests;

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estimates regarding future revenue, expenses and needs for additional financing; and

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adequacy of capital and financing needs.

These Forward-Looking Statements are based on opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances, including that:

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the public disclosures of the operators regarding the properties underlying our interests are accurate, including that such operators will meet their disclosed production targets and expectations;

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current gold, base metal and other commodity prices will be sustained, or will improve;

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the proposed development of the projects underlying our interests will be viable operationally and economically and will proceed as expected;

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any additional financing required by us will be available on reasonable terms; and

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operators of the properties in which we hold royalties and streaming interests will not experience any material accident, labor dispute or failure of equipment.

Actual results could differ materially from those anticipated in these Forward-Looking Statements as a result of the following risk factors, among others:

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our revenue and the value of our royalty and streaming interests are subject to volatility in metal prices, which could negatively affect our results of operations, cash flow or financial condition;

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we own passive interests in mining properties, and it is difficult or impossible for us to ensure properties are developed or operated in our best interest;

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a substantial majority of our royalty and streaming interests are on non-producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on exploration and development stage properties, are subject to the risk that they may never achieve production;

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we have limited or no access to data or the operations underlying our existing or future royalty, streaming or similar interests, which makes it more difficult for us to project or assess the performance of our royalty and streaming interests;

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a significant portion of our asset value and revenue comes from a small number of operating properties, which means that adverse developments at these properties could have a more significant or lasting impact on our results of operations than if our revenue was less concentrated;

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the value and potential revenue from our royalty, streaming and similar interests are subject to many of the risks faced by the owners and operators of our existing or future royalty, streaming or similar interests;

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our business, financial condition and results of operations could be adversely affected by market and economic conditions;

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we may enter into acquisitions or other material transactions at any time, which transactions may necessitate additional debt or equity financing;

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our future growth is, to an extent, dependent on our acquisition strategy and our ability to acquire additional royalty or streaming interests at appropriate valuations;

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current and future indebtedness could adversely affect our financial condition and impair our ability to operate our business;

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our business and revenues could be adversely affected by problems concerning the existence, validity, enforceability, terms or

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geographic extent of our royalty and streaming interests and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators;

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if title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third-parties, our existing royalty and streaming interests could be found to be invalid;

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operators may interpret our existing or future royalties, streaming or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights;

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certain of our royalty interests are subject to buy-down and other rights of third-parties;

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development and operation of mines is capital intensive and any inability of the operators of properties underlying our existing or future royalty, streaming or similar interests to meet liquidity needs, obtain financing or operate profitably could have material adverse effects on the value of, and revenue from, such interests;

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estimates of mineral resources and mineral reserves disclosed by the owners and operators of the properties underlying our royalty, streaming and similar interests may be subject to significant revision;

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depleted mineral reserves may not be replenished, which could reduce the income we would have expected to receive from a particular royalty, streaming or similar interest;

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operations in foreign countries or other sovereign jurisdictions are subject to many risks, which could decrease our revenues;

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we may enter into transactions with related parties and such transactions present possible conflicts of interest.

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the mining industry is subject to environmental risks in the jurisdictions where projects underlying our interests are located, including risk associated with climate change;

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opposition from Indigenous peoples may delay or suspend development or operations at the properties where we hold royalty or similar interests, which could decrease our revenues;

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evolving expectations regarding ESG matters may adversely affect our business, including as a result of additional costs, reputational damage, and/or litigation;

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our operations and those of the owners and operators of the properties underlying our interests may be negatively impacted by the effects of the spread of illnesses or other public health emergencies;

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we depend on the services of our Chief Executive Officer, Chief Financial Officer, Chief Development Officer and other management and key employees;

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certain of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have conflicts of interest;

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a significant disruption to our information technology systems or those of our third-party service providers could adversely affect our business and operating results;

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potential litigation affecting the properties that we have royalty, streaming or similar interests in could have a material adverse effect on us;

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we may use certain financial instruments that subject us to a number of inherent risks; and

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the other factors discussed under "Item 3. Key Information – D. Risk Factors" in our Annual Report and other disclosure documents, which are available under our profile at www.sedarplus.ca and www.sec.gov.

This list of factors should not be construed as exhaustive. We do not intend to and do not assume any obligations to update Forward-Looking Statements, except as required by applicable law.

Please see "Item 3. Key Information – D. Risk Factors" in the Annual Report for further information regarding key risks faced by us.