Pursuant to the Arrangement, GRC will acquire all of the issued and outstanding Ely Gold Common Shares

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Ely Gold receives final court approval of gold royalty business combination. (Credit: PublicDomainPictures from Pixabay)

Ely Gold Royalties Inc. (TSXV: ELY) (OTCQX: ELYGF) (“Ely Gold”) and Gold Royalty Corp. (NYSE American: GROY) (“GRC”) are pleased to announce that Ely Gold has obtained a final order from the Supreme Court of British Columbia, dated August 20, 2020, fulfilling a material condition of their previously announced business combination to be completed by way of statutory plan of arrangement under the British Columbia Business Corporations Act (the “Arrangement”)  With this court approval, most of the terms and conditions to the implementation of the Arrangement have now been met, including the approval of Ely Gold shareholders (“Ely Shareholders”) obtained at a special general meeting held on August 17, 2021.

Pursuant to the Arrangement, GRC will acquire all of the issued and outstanding Ely Gold Common Shares (the “Ely Gold Shares”). Based on the elections received from Ely Gold Shareholders, after pro-rationing and adjustments in accordance with the Arrangement, each Ely Gold Share is expected to be acquired by GRC in exchange for 0.2450 of a GRC Common Share, plus $0.0001 for Ely Shareholders who elected, or were deemed to have elected, the Share Alternative; and 0.099166 of a GRC Common Share, plus $0.869053 for Ely Shareholders who elected the Cash Alternative.  The Arrangement is currently expected to be completed on August 23, 2021, provided that all of the conditions to the Arrangement are satisfied or waived.

The Ely Gold Shares are expected to be delisted on the TSX Venture Exchange (“TSXV”) effective on the close of trading on August 23, 2021.  The Ely Gold Shares will also be removed from quotation on the OTCQX.  Following the completion of the Arrangement, the GRC Common Shares issued in connection with the Arrangement are expected to be listed on the NYSE American.

The completion of the Arrangement remains subject to the final acceptance of the TSXV.

GRC anticipates that the share certificates representing the GRC Common Shares issued pursuant to the Arrangement will be sent to former registered Ely Gold Shareholders shortly after completion of the Arrangement.  For more information regarding the new GRC share certificates please refer to AST Trust Company (Canada) by dialing 1-800-387-0825 (within and outside North America). Ely Gold Shareholders that own their Ely Gold Shares through a broker or other intermediary should contact such broker or other intermediary regarding their receipt of GRC Common Shares under the Arrangement.

Source: Company Press Release