VANCOUVER - Gold Royalty Corp. ('Gold Royalty') (NYSE American: GROY), Abitibi Royalties Inc. ('Abitibi Royalties') and Golden Valley Mines and Royalties Ltd. are pleased to announce that they have entered into definitive agreements dated September 6, 2021, pursuant to which Gold Royalty will acquire all of the issued and outstanding common shares of each of Abitibi Royalties and Golden Valley by way of statutory plans of arrangement.
Under the terms of the Agreement with Abitibi Royalties, which was negotiated at arms-length, each holder of the common shares of Abitibi Royalties (each, an 'Abitibi Royalties Share') will receive 4.6119 Gold Royalty common shares (each, a 'Gold Royalty Share') for each Abitibi Royalties Share held. Such share exchange ratio implies consideration of C$25.33 per Abitibi Royalties Share and a premium of approximately 22%1 to Abitibi Royalties shareholders based on the 20-day volume weighted average price of the Gold Royalty Shares and Abitibi Royalties Shares ending on September 3, 2021.
Under the terms of the Arrangement with Golden Valley, which was negotiated at arms-length, each holder of the common shares of Golden Valley (each, a 'Golden Valley Share') will receive 2.1417 Gold Royalty Shares for each Golden Valley Share held. Such share exchange ratio implies consideration of C$11.76 per Golden Valley Share and a premium of approximately 86%1 to Golden Valley shareholders based on the 20-day volume weighted average price of the Gold Royalty Shares and Golden Valley Shares ending on September 3, 2021. The consideration for the Golden Valley Shares reflects Golden Valley's ownership in Abitibi Royalties plus the additional value of its other assets.
At closing, existing Gold Royalty, Abitibi Royalties (excluding Golden Valley's ownership in Abitibi Royalties) and Golden Valley shareholders will own approximately 54%, 23% and 23%, respectively, of Gold Royalty after giving effect to the Arrangement ('GRC') on a fully diluted and in-the-money basis.
About Abitibi Royalties Inc.
Abitibi Royalties Inc. owns various royalties at the Canadian Malartic Mine near Val-d'Or, Quebec. In addition, Abitibi Royalties is building a portfolio of royalties on early-stage properties near producing mines and generating mineral projects for option or sale.
About Golden Valley Mines and Royalties Ltd.
Golden Valley Mines and Royalties Ltd. is focused on project and royalty generation and continues to evaluate opportunities to enhance its mining exploration property portfolio. Golden Valley is able to grow its current assets by way of partner-funded option/joint ventures and through its shareholdings in related-entities.
About Gold Royalty Corp.
Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to acquire royalties, streams and similar interests at varying stages of the mine life cycle to build a balances portfolio offering near, medium and longer-term attractive returns for its investors. Gold Royalty's diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
Cautionary Statement on Forward-Looking Information
Certain of the information contained in this news release constitutes 'forward-looking information' and 'forward-looking statements' within the meaning of applicable Canadian and U.S. securities laws ('forward-looking statements') and involve known and unknown risks, uncertainties and other factors that may cause Gold Royalty's, Abitibi Royalties' and/or Golden Valley's actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Such forward-looking statements, including but not limited to statements relating to: the proposed transactions and the respective Arrangement; the ability of the parties to satisfy the conditions to closing of one or both Arrangements; the anticipated timing, benefits and effects of the completion of the Arrangements, expected cash flows from royalties and other assets, expected development and operations at projects underlying the parties' existing interests and the parties' future growth plans and strategies, involve risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, obtaining required court, shareholder and regulatory approvals, exercise of any termination rights under the respective Agreements, any inability to satisfy the other conditions in the Agreements, material adverse effects on the business, properties and assets of the parties; any inability of the parties to realize the benefits of either proposed transaction. Inability of the parties to identify and complete suitable acquisition opportunities; any inability of the operators of the properties underlying the parties' royalty and other interests to execute proposed plans for such properties, risks related to such operators or the exploration, development and mining operations of the properties underlying the parties' royalty and other interests; impacts of macroeconomic developments as well as the impact of and the responses of relevant governments to the COVID-19 pandemic and the effectiveness of such responses and any inability of the parties to carry out growth plans. Although each of Gold Royalty, Abitibi Royalties and Golden Valley has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. None of Gold Royalty, Abitibi Royalties or Golden Valley undertakes to update any forward-looking statements, except in accordance with applicable securities laws.
Contact:
Tel: (604) 396-3066
GOLD ROYALTY CORP. 
