Gold Royalty (GROY) M&A call, December 11, 2025 transcript

Thank you, Operator. Welcome all, and thank you for joining us to discuss our Pedro Branca Royalty acquisition as announced on Monday, December 8. Please note that a presentation accompanying this conference call is available on the presentations page of our website. Some of the commentary on today's call will include forward-looking statements, and I would direct everyone to review slide 2 of the presentation, which includes important cautionary notes. We are very pleased with this acquisition of a cash flowing royalty which will immediately add materially to our revenues. This is an existing royalty which we acquired from BlackRock World Mining Trust PLC for U. S. $70 million in cash. Some notable highlights of this acquisition and related equity financing are the royalties of 25% gold NSR and 2% copper NSR on BHP's long-life Pedro Branca mine in the Caracas region and Brazil's Parasite, which has been in production since 2020.

This complements our gold-focused portfolio, which already has meaningful copper exposure in the best low-risk jurisdictions in the world. We estimate that this acquisition is approximately 10% accretive to net asset value per share to GOLD Royalty, inclusive of the impact of the equity issuance. On a cash flow per share basis, we estimate 45% accretion in 2026, and lower but still meaningful 15% accretion on cash flow per share in 2029, when we expect to realize meaningful growth from the rest of our high-quality, diversified royalty portfolio.

We enjoyed overwhelming support from a diverse group of international institutional and retail investors, which delivered a near two times oversubscribed equity issuance and a deal that was upsized to $90 million and resulted in gross proceeds of $103.5 million, including the exercise of the overlockment option. Included in this group of new and returning investors was a lead order from BlackRock, from whom we purchased the Pedro Branca Royalty, demonstrating BlackRock's confidence in the asset and the existing high-quality diversified royalty portfolio of GOLD Royalty and its peer-leading growth. As a result of the acquisition and this related equity financing, Gold Royalty is now completely debt-free and has nearly $100 million of cash and unutilized credit lines available for further growth opportunities.

Based on production over the 12 months to the end of June 30th of this year, attributable production would be over 2,800 GOs to gold royalty, or over $12 million of royalty revenue at current gold and copper prices. While our CFO, Andrew Goebbels, will soon talk about our equity raise in more detail, our Chief Development Officer, John Griffith, will first give some detail on Pedro Branca.

Thanks Dave. We are very pleased to share the details of this transaction with you today. Pedra Branca is an IOCG deposit relatively similar to other Caracas region IOCG deposits such as the nearby Salobo and Sasego mines. Pedra Branca was developed by Oz Minerals and started production in 2020 with the Pedra Branca East underground mine Goyalty Corp is a very popular one of the Goyalty Corp Goyalty Corp was then acquired by the mining giant BHP in 2023 who continues to operate the mine today The asset is expected to be acquired by Corex Holding in a transaction announced August 15 2025 and expected to close in early 2026 Pedro Branca is part of a hub and spoke model feeding the antis mill.

Pedro Branca East is currently in production, while Pedro Branca West is at a feasibility study stage, with that 2019 study envisaging Pedro Branca West to start production in 2031. The Hub and Spoke model also envisages potential future production from the Santa Lucia, Pantera, Grotta Rica, and circular deposits. We note that our royalty does not include these other deposits. However, none of these are currently producing. BHP's most recent resource disclosure for Pedra Branca shows measured and indicated resources of over 14.4 million tons at an average copper grade of 1.5% and an average gold grade of 0.41 grams per tonne. With a further 11 million tons at an average copper grade of 1.29% and an average gold grade of 0.40 grams per ton in the inferred category.

Based on the mine design and historical throughput rates of approximately 800,000 tons per annum, the current resource is expected to support a 15-plus year mine life before accounting for any additional exploration upside. As Dave mentioned, for the 12 months ended June 30, the royalty paid BlackRock approximately 7.9 million, equivalent to approximately 2,800 gold equivalent ounces, an amount that would represent a meaningful contribution to our near-term revenues and geos. The royalty will start to contribute to gold royalty in January 1, 2026, and the royalty will pay us quarterly. Using back of the napkin math, at spot commodity prices, assuming measured in indicated headgraders mined, and assuming a throughput rate expands to the original design capacity of 1 million tons per annum, we would expect an initial IRR from the project of approximately 20%.

And this is before any upside from further life of mine extension or capacity expansion. This diagram, published by Oz Minerals in 2022, shows that the previous owner saw mineralization growth potential downplugged to the east for both the Pedrabranca East and Pedrabranca West ore bodies. This represents the potential for exploration upside, which could support future mine life extensions or justify throughput expansions at the Antus mill. Importantly, our royalty has no buybacks, step-downs, or other contractual elements that would hinder our exposure to the longer-term optionality of the project. Just a few notes on Corex, the future owner of Pedra Branca. Corex Holding is a global, highly diversified industrial conglomerate. It operates across a wide range of industries, including metals and mining, ports and terminals, green energy, shipping and logistics, and other sectors.

The company operates in over 55 countries with a workforce exceeding 20,000 employees. Corex Metals and Mining the metals and mining subsidiary of Corex Holding is one of the world largest chromite and ferrochrome producers and also has operations in nickel copper and gold I'll now pass the call on to our CFO, Andrew Goebbels, to talk about the equity raise in further detail.

Thanks, John. As David mentioned at the start of the call, we announced a $70 million equity raise on Monday, December 8th at a price of $4 per share to fully fund the acquisition of the Pedro Branca Royalty. With strong demand, the offering was later upsized to $90 million, plus a 15% over allotment option for total gross proceeds of $103.5 million.

The equity raise not only introduced several new institutional and retail shareholders onto a register, it also strengthened our relationship with many of our most supportive previous shareholders. With this equity raising and the conversion of our convertible debentures in late November, our share count now stands at 223 million basic shares and 252 million fully diluted shares outstanding. Accounting for the proceeds from the equity raising, net of the purchase price of the paid to ranker royalty, and the $5 million voluntary debt repayment in October, Gold Royalty has moved from a net debt position of approximately $60 million at the end of Q3 2025 to a net cash position of approximately $14 million as of today.

I will now turn the call back to David to talk about capital allocation.

Thanks, Andrew. With our paid or bracket royalty and the bought deal financing, GOLD Royalty has strengthened both our balance sheet and expected incremental revenues. We have achieved one of our long stated goals, catapulting our market value to over US $1 billion on a pro forma and fully diluted basis. And when combined with our outstanding trading liquidity, we expect that this threshold will make us an increasingly attractive holding for large institutional investors.

It's important to emphasize that this transaction and our strengthened balance sheet doesn't change our core strategy. We continue to watch for creative growth opportunities, and we also continue to be very disciplined in how we approach growth. Through 2025, we deployed excess capital to debt repayment. As a result of the recent conversion of our convertible debentures and debt repayments from free cash flow and the equity issuance, GOLD Royalty is completely debt-free. In the meantime, we look forward to seeing the significant incremental revenues from Pedro Branca and the transformative effectiveness royalty to GOLD Royalty in 2026 and through the long term. Operator, we would like to turn the call over to you for any questions.

It was not a competitive process. We've actually engaged with BlackRock over the last several years on this opportunity. I think the catalyst for them to sell at this point was the sale of the underlying asset by BHP, which provided them, I guess, a proxy for the underlying value of the asset and allowed them to put a pin in terms of what value made sense for them to transact at this point. But they obviously still see a lot of upside in the asset, which is why they subscribe into the equity offer. I see a lot of upside in our existing portfolio as well. In terms of what's in the pipeline, we're always actively looking for opportunities.

And I have to say that we've been extremely disciplined in that regard because it's been a year and a half between deals. We tried to do more deals over the last year and a half. It's not that we haven't been looking to try to transact on accretive deals, but we've been priced out of virtually everything. Generally, because most of those processes were competitive, and there's always somebody with a lower cost of capital or a higher assumed gold price, and we have to stay disciplined using consensus long-term gold prices and making sure that we're getting attractive double-digit rates of return on opportunities. So if we have to wait to get the right deal, then we will, but we will continue to actively look for new opportunities.

I'm happy to hand that over to John. Are you able to take the question? John Griffiths?

Yes, Dave. Hi, Co. Yeah, there is no rofer on the other deposits. You know, I think that's really a question that I think one would have to ask Corex in terms of their intentions for the asset. You know, I think certainly we look forward to developing a strong working relationship with Corex once they become the owner of the asset, the transaction scheduled to close, the underlying asset sale scheduled to close in early 2026. So, you know, we'll certainly develop that relationship with Corex, and to the extent that there is an opportunity, we'll certainly be there as a strong partner and potential capital provider.

Okay, thanks, Operator, and thanks, everybody, for attending today. We will do all a very happy holiday, a happy new year, successful. We're delighted that we were able to end the year with such a significant acquisition and financing to cap off what's been an exceptional performance in terms of our share price this year, which has increased more than threefold.

We're hoping for more of the same, particularly given the growth we expect to crystallize over the course of 2026 and beyond. There's significant free cash flow growth in our future, and we're delighted to take any questions you might have offline if you want to reach out to any of us individually. Thank you very much.