EX-4

Subject to satisfactory background checks and references being completed by Boyden, this letter serves as confirmation of the terms of your employment agreement (the “Agreement”) as Chief Financial Officer of the Company.

1.1 Position. The Company agrees to appoint you, and you agree, and consent to act as the Chief Financial Officer of the Company commencing on December 12, 2022, upon and subject to the terms and conditions of this Agreement.

1.2 Duties and Functions. You will be responsible to, and report to, the Chief Executive Officer of the Company (the "CEO"). As Chief Financial Officer of the Company, you will also work closely with, where applicable, the Chief Development Officer (the "CDO") of the Company. Your duties to the Company in such capacity shall include those duties as summarized and set forth in Schedule "A" hereto, and such other responsibilities and duties reasonably commensurate therewith the CEO, CDO, and/or the board of directors of the Company (the "Board") may require and assign to you from time to time in writing (the "Services"). In your capacity as an officer of the Company, you agree to act in a competent, trustworthy, and loyal manner that promotes the interests of the Company and its subsidiaries. The Executive shall comply with all Company policies and procedures, which may be amended by the Board from time to time.

This is a full-time position. Unless prevented by ill health, or physical or mental disability or impartment, you shall, during the term hereof, devote substantially all of your business time, care, and attention to the business of the Company in order to properly discharge your duties hereunder and shall not, without the prior written consent of the Company, which may be withheld by the Company in their discretion, engage in any other business, profession, or

occupation, or become an officer, director, employee, contractor for service, agent of representative of any other corporation, partnership, firm, person, organization or enterprise.

1.3 Good Faith. You agree to faithfully serve the Company, and to not disclose the private and confidential affairs of the Company, or any of their respective affiliates, or any person other than as required in the business of the Company, and you shall not for your own purposes, or for any purposes other than those of the Company, disclose any non-public information with respect to the business and operations of the Company or its subsidiaries.

1.4 Avoidance of Conflicts of Interest. Unless agreed to in writing by the Company, you shall not enter into any agreement, arrangement, understanding with any other person or entity that would in any way conflict or interfere with this Agreement or your duties and obligations hereunder or that would otherwise prevent you from performing the Services to the Company hereunder.

1.5 Term of Agreement. The term of this Agreement shall be in effect for so long as you are an officer of, or are otherwise engaged or employed by, the Company, subject to termination as provided for in this Agreement.

1.6 Place of Employment. The principal place of your engagement shall be Vancouver, British Columbia, provided that you acknowledge that you may be required to travel on Company business and attend the Company’s other offices or project locations regularly, as may be required.

2.1 Base Salary. You shall receive an annual base salary (the "Base Salary") of $280,000. Such Base Salary will be payable by the Company to you in accordance with the Company’s normal payroll practices, and shall be subject to proration and deductions in respect of statutory remittances, in manner consistent with the general payroll practice of the Company, or at such other time and in such other manner as you and the Company may agree in writing, from time to time. The Base Salary is eligible for positive adjustment (the "Base Salary Adjustment"), effective January 1 of each year commencing on January 1, 2024 based on an annual review of performance of the Company and the Executive. You acknowledge and agree that the Base Salary Adjustment is not guaranteed and is approved at the sole discretion of the Company, and that a Base Salary Adjustment received in one year does not guarantee approval of a Base Salary Adjustment in any subsequent year, and that such decision made in regard to the Base Salary Adjustment shall not constituted any breach of this Employment Agreement or a constructive dismissal of your employment.

2.2 Additional Compensation. The Company agrees that you shall otherwise be eligible to participate, from time to time, in the Company’s short- and long-term compensation and incentive plans and other benefit plans, as may be adopted and implemented from time to time (“Annual Bonus”) on a basis commensurate with your position and responsibilities with the Company and as may be determined by the Board and/or compensation committee. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government

regulation or stock exchange listing requirement (or any policy adopted by the Company and pursuant to any such law, government regulation or stock exchange listing requirement).

2.3 Short-Term Incentive Compensation Program. The Company agrees that the Executive is eligible to receive an annual bonus (the "STIP Bonus") commencing on or about January 1, 2023 pursuant to the terms and conditions of the Company’s short-term incentive program (the “STIP”) as may be determined by the Company’s Board and/or compensation committee.

(a)

With respect to the Executive’s participation in the Company’s STIP, the Company agrees that the Executive’s current STIP Bonus target will be 60% of the Base Salary, subject to a multiplier in the range of zero to 1.5 times based on individual and corporate performance, and subject to proration in the first year of employment. Such STIP Bonus will be paid in cash. Such STIP Bonus target may be reviewed and amended at the sole discretion of the Company and its respective Board and/or compensation committee.

(b)

The Executive acknowledges and agrees that a STIP Bonus is not guaranteed and is paid in the sole discretion of the Company, and that a STIP Bonus received in one year does not guarantee receipt of a STIP Bonus in any subsequent year.

(d)

The Executive’s eligibility for a STIP Bonus terminates on the termination date of employment with the Company. The Executive will not be entitled to receive a STIP Bonus or damages in lieu of a STIP Bonus from a Company for any period of time after the termination of employment regardless of any severance or pay in lieu of notice of termination provided by the Company. The Executive must be employed by the Company on the scheduled date for payment of any STIP Bonus in order to earn and be eligible for a STIP Bonus from the Company.

2.4 Long-Term Incentive Compensation Program. The Company agrees that the Executive is eligible to receive an annual bonus (the “LTIP Bonus”) commencing on or about January 1, 2023 pursuant to the terms and conditions of the Company's long-term incentive program (“LTIP”).

(e)

With respect to the Executive's participation in the Company's LTIP, the Company agrees that the Executive's current LTIP Bonus target will 100% of the Base Salary. Such LTIP Bonus may be paid in cash, restricted stock units, stock options or other equity awards of the Company, in any combination thereof at the sole discretion of the Company and consistent with terms and conditions of its applicable LTIP. Such LTIP Bonus target may be reviewed and amended at the sole discretion of the Company and its respective Board and/or compensation committee.

(f)

The Executive acknowledges and agrees that a LTIP Bonus is not guaranteed and is paid in the sole discretion of the Company, and that a LTIP Bonus received in one year does not guarantee receipt of a LTIP Bonus in any subsequent year.

(h)

The Executive's eligibility for a LTIP Bonus by a Company terminates on the termination date of employment with the Company. The Executive will not be entitled to receive a LTIP Bonus or damages in lieu of a LTIP Bonus from a Company for any period of time after the termination of employment regardless of any severance or pay in lieu of notice of termination provided by the Company. The Executive must be employed by the Company on the scheduled date for payment of any LTIP Bonus in order to earn and be eligible for a LTIP Bonus.

2.5 Benefits. Subject to the terms of the various plans in effect of the Company from time to time, and subject to your taking the necessary steps to ensure that you (and, where applicable, your eligible dependents) are properly registered under the plans, and subject to payment of costs payable by you where applicable, the Company agrees that you shall participate in all Executive benefit programs made available to other similarly situated executives of the Company and its subsidiaries and commensurate to your position with the Company as may be determined by its Board and/or its compensation committee from time to time.

2.6 Expenses. You shall be reimbursed by the Company for all reasonable expenses necessarily and properly incurred by you in the discharge of your duties for the Company. You agree that such reimbursements shall be due only after you have rendered an itemized expense account showing all monies actually expended on behalf of the Company and such other information as may be requested by the Company.

2.7 Annual Vacation. You will be entitled to take five weeks paid vacation in the first year of employment and thereafter during the term of this Agreement. All vacation time must be taken during the calendar year in which it is earned, and at the Executive’s election, such entitlements may be paid out in cash in lieu of time taken.

2.8 General Holidays. The Company recognizes the following statutory holidays and other holidays: New Year's Day; Family Day, Good Friday, Victoria Day, Canada Day, British Columbia Day, Labour Day, Thanksgiving Day, Remembrance Day, and Christmas Day, and any other paid holiday declared as such by the British Columbia provincial government.

3.1 Definitions. In this termination section, the following terms have the following meanings:

(i)

the acquisition, by whatever means, by a person (or two or more persons who in such acquisition have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the securities acquired), directly or indirectly, of the beneficial ownership of such number of voting securities or rights to voting securities of the Company, which together with such person's then owned voting securities and rights to voting securities, if any, represent (assuming the full exercise of such rights to voting securities) 50% or more of the

(ii)

an amalgamation, arrangement, merger, reorganization, or consolidation or other similar transaction or event, unless securities representing more than 50% of the total and combined voting power of the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction;

(iii)

a change in the composition of the Company's Board of Directors which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board of Directors immediately prior to such meeting or resolution cease to constitute a majority on the Board of Directors as constituted immediately prior to such meeting or resolution, without the Board of Directors having approved of such change; or

provided that an event will not constitute a "Change of Control" if its sole purpose is to change the jurisdiction of incorporation of the Company or to create a holding company or other corporation, partnership or trust that will be owned in substantially the same proportions by the persons who held the Company's voting securities immediately before such event.

(b)

"Disability" means any medical condition whatsoever (including physical or mental illness) which leads to the Executive's absence from their job function for a continuous period of three months without the Executive being able to resume functions on a full-time basis at the expiration of such period and which, in light of the position held by the Executive, the parties agree would cause undue hardship to the Company. Unsuccessful attempts to return to work for periods of less than 15 days shall not interrupt the calculation of such three-month period;

(i)

a material change in the Executive’s overall authority and responsibilities with the Company, including a material and fundamental change in the nature or scope of the duties of the Executive as Chief Financial Officer (other than any temporary change resulting from incapacity due to physical or mental illness);

(ii)

a material change in the Executive’s position as an officer of the Company (but excluding any change in such position arising by reason of the Executive’s disqualification, under applicable law, from serving in such position);

(iv)

a material breach by the Company of any material provision of this Agreement, including, but not limited to, a breach of the obligations of the Company under Section 2 or 7 of this Agreement or any failure to timely pay any part of the Executive's compensation hereunder, including, without limitation, the Executive's Base Salary or Annual Bonus;

(v)

the Company requiring the Executive to be based in a location which is more than 40 kilometers from the Company's current executive offices in Vancouver, British Columbia, provided that the Executive has not consented to such location.

(i)

the Executive's willful failure to substantially perform their duties (other than any such failure resulting from incapacity due to physical or mental illness) if not cured within 10 business days of receiving written notice from the Company detailing that failure;

(iii)

serious misconduct or default of the Executive directly related to the performance of their duties for the Company which results from a willful act or omission or from gross negligence and which is materially injurious to the operations, financial condition or business reputation of the Company;

(v)

theft, fraud, dishonesty or misconduct of the Executive involving the property, business or affairs of the Company or its subsidiaries or in the carrying out of the Executive's duties hereunder;

(vi)

conviction of the Executive for a criminal offence which has or may have a material adverse effect on the Company's or its subsidiaries' goodwill if the Executive is retained as an employee of the Company;

(i)

any accrued but unpaid Base Salary, and any amounts required by the British Columbia Employment Standards Act that accrued but were unpaid prior to termination, which shall be paid on the pay date immediately following the termination date in accordance with the Company's customary payroll procedures;

(ii)

any earned but unpaid bonus, which shall be paid on the otherwise applicable payment date; provided that, if the Executive's employment is terminated by the Company for Just Cause, then any such accrued but unpaid bonus shall be forfeited; and

(iii)

reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy and the terms of Section 2.8 hereof.

(i)

a payment equal to two times the then-current annual Base Salary in lieu of notice of termination and inclusive of the Executive's entitlement to termination pay in British Columbia under the British Columbia Employment Standards Act;

(ii)

a payment equal to two times the highest of: (x) the Executive's "target" Annual Bonus, if any, for the fiscal year in which such termination occurs, under the applicable short-term incentive compensation plan or other annual cash bonus plan of the Company; and (y) the average Annual Bonus actually received by the Executive in the two immediately preceding fiscal years; and

(iii)

the Company shall continue to provide to the Executive and to the Executive's eligible dependents with the same level of health benefits, including without limitation medical, dental, vision, accident, disability, life insurance and other such benefits in place prior to termination of employment until the earlier of: (i) twenty-four months after the effective date of such termination, or (ii) the date the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer, on substantially the same terms and conditions

(including contributions required by the Executive for such benefits, if any) as existed immediately prior to termination; provided that, if such continued participation is not feasible, the Company shall otherwise provide such benefits (via lump sum compensation or in kind) on the same after-tax basis as if continued participation had been permitted,

which items (i) and (ii) of the Separation Package shall be payable in substantially equal installments over twenty four months following the applicable termination date in accordance with the Company's payroll practice.

3.4 Just Cause Termination. The Company may terminate the Executive's employment at any time for Just Cause, without notice or compensation, except Basic Termination Entitlements as described in Section 3.2 and any additional minimum payments or other entitlements required in the circumstances the British Columbia Employment Standards Act, by providing the Executive with written reasons describing the grounds for Just Cause termination.

3.5 Resignation. The Executive may resign from employment with the Company by providing one month's prior written notice (the "Resignation Notice") of the effective date of their resignation. The Executive will continue to provide active service during the notice period unless the requirement for active service is expressly waived in whole or in part by the Company. The Company may, at any time following delivery of the Executive's Resignation Notice, require the Executive to cease active service and refrain from attending the Company's premises. This requirement will not be a termination of the Executive's employment. Upon the effective date of resignation, the Executive will have no entitlement to compensation of any kind except as described in the Basic Termination Entitlements Section 3.2 and any additional entitlements required by the British Columbia Employment Standards Act.

3.6 Termination Without Just Cause. The Company may terminate the employment of the Executive at any time without Just Cause by providing the Executive with written notice, the Basic Termination Entitlements described in Section 3.2 and the Separation Package described in Section 3.3.

(a)

The Executive may terminate employment for Good Reason by providing the Company with a written "Notice of Termination for Good Reason". The Notice of Termination for Good Reason shall be provided to the Company within thirty days of the event giving rise to Good Reason and shall describe the nature of that event.

(b)

The Company shall have sixty days from receipt of the Notice of Termination for Good Reason to cure the event giving rise to Good Reason. If the Company does not cure that event within the sixty-day period, the Executive's employment will terminate at the end of that period.

(c)

If the Executive's employment is terminated for Good Reason, the Executive shall be entitled to receive the Basic Termination Entitlements set out in Section 3.2 and the Separation Package set out in Section 3.3.

(a)

If within 18 months following the occurrence of a Change of Control the Executive's employment is terminated by the Company without Just Cause or terminated by the Executive for Good Reason, in lieu of the entitlements described in Section 3.6 or Section 3.7(c) the Executive shall be entitled to receive the Basic Termination Entitlements described in Section 3.2 and a separation package consisting of:

(ii)

two times the highest of: (x) the Executive's "target" Annual Bonus, if any, for the fiscal year in which such termination occurs, under the applicable short-term incentive compensation plan or other annual cash bonus plan of the Company; and (y) the average Annual Bonus actually received by the Executive in the two immediately preceding fiscal years; and

(iii)

the Company or successor, as applicable, shall continue to provide to the Executive and to the Executive's eligible dependents with the same level of health benefits, including without limitation medical, dental, vision, accident, disability, life insurance and other such benefits in place prior to termination of employment until the earlier of: (i) twenty-four months after the effective date of such termination, or (ii) the date the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer, on substantially the same terms and conditions (including contributions required by the Executive for such benefits, if any) as existed immediately prior to termination; provided that, if such continued participation is not feasible, the Company or successor, as applicable, shall otherwise provide such benefits (via lump sum compensation or in kind) on the same after-tax basis as if continued participation had been permitted.

(b)

Notwithstanding the terms of the Plan or any applicable award agreements, in the event of a "Change of Control", immediately effective the date of such Change of Control, all unvested options or equity awards granted by the Company to the Executive during the term shall become fully and immediately exercisable.

3.10 Death of the Executive. This Agreement and the Executive's employment shall terminate upon the death of the Executive. If this Agreement and the Executive's employment terminates due to the Executive's death, the Executive's estate will be entitled to Basic Termination Entitlements as described in Section 3.2, as well as any benefits due to the Executive or the Executive's beneficiaries under the Company policy or benefit plans in effect from time to time.

3.11 Resignation of Executive from Board. In the event that the Executive's employment is terminated for any reason, the Executive agrees to resign effective the termination date from any office or directorship held with or on behalf of the Company or a subsidiary, affiliated or related corporate entity. The Executive agrees that they shall execute any and all documents appropriate to evidence such resignations and that they will not be entitled to any additional payments or compensation of any kind as consideration for doing so.

3.12 Reimbursement for Termination Expenses. In the event the Executive's employment is terminated: (a) by the Company without Just Cause, or (b) by the Executive for Good Reason, and the Company fails to make timely payment of the amounts owed to the Executive as a result of such termination under this Agreement, the Company shall reimburse the Executive for all reasonable legal fees, costs and expenses incurred by the Executive in connection with any proceedings brought in good faith by the Executive to enforce, or establish the Executive’s rights under, this Agreement to such amounts, provided that the Executive is successful on at least one material issue raised in such proceedings.

(a)

"Confidential Information" means all information, data, documents, agreements, files and other materials in whatever form including, without limitation, in written, oral, visual or electronic form, which is disclosed or otherwise furnished by the Company or a subsidiary to the Executive in the course of the Executive's employment, whether or not such information is marked confidential, that relates directly or indirectly to the Company's or its subsidiaries' respective business, properties and assets, operations, and trade secrets, including, without limitation:

(i)

all or any portion of analysis, notations, plans, compilations, reports, forecasts, studies, samples, statistics, summaries, interpretations and other documents created, developed, prepared, received, obtained, or generated or derived from such information, data, documents, agreements, files or other materials by the Executive in connection with the Executive's employment; and

(ii)

other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used,

(b)

"Copies" means copies or records of any Confidential Information in whatever form including without limitation, notations, extracts, analysis, studies, plans, compilations or any other way of representing, recording or recalling information which contains, reflects, or is derived or generated from Confidential Information.

4.2 The Executive shall only use the Confidential Information or Copies for the purpose of the Executive's employment and shall not directly or indirectly, without the written authorization of the Company, either during the employment or at any time after termination of the employment, howsoever arising:

(a)

use any Confidential Information or make or use any Copies for the Executive's own benefit or purposes, or for the benefit or purposes of any other person, company or organization whatsoever; or

4.3 The restrictions in Section 4.2 do not apply to any Confidential Information which:

4.4 The Executive shall be responsible for protecting the confidentiality of the Confidential Information and shall:

(b)

use the Executive's best efforts to prevent the use or communication of any Confidential Information or Copies by any person, company or organization (except for the purpose of the Executive's employment, or as authorized in writing by the Company); and

4.5 If, either during or after the Executive's employment, the Executive is compelled or required to disclose any Confidential Information or Copies by law or court order or pursuant to any requirement, request or process of any legal, regulatory or governmental authority, the Executive shall:

(a)

give the Company prompt prior written notice of such requirement, request or process so that the Company may seek, at its sole cost and expense, an appropriate protective order or other remedy; and

4.6 All Confidential Information and Copies are the property of the Company. On termination of the Executive's employment, or at the request of the Company at any time during the Executive's employment, the Executive shall:

(b)

promptly irretrievably delete and destroy any and all Confidential Information and Copies stored on any electronic means of storage, including personal computer networks, personal email accounts or personal accounts on websites, and all matter derived from such sources which is in the Executive's possession or under the Executive's control; and

(a)

"Intellectual Property" means Confidential Information, Copies, copyright works, trade-marks, industrial designs, design rights, inventions (whether patentable or not), unpublished patent applications, inventive ideas, discoveries, innovations, developments, or improvements thereto, or any other intellectual property rights relating to any of the foregoing, whether registered or non-registered, whether or not reduced to written form or practice, within the scope of the Company's and its subsidiaries' business activities; and

(b)

"Pre-existing Intellectual Property Rights" means all intellectual property rights owned by the Executive, or by the Executive jointly with any third parties, that were created or invented by the Executive prior to the period of the Executive's employment with the Company and relate in any way to the business or contemplated business, products, activities, research or development of the Company or its subsidiaries, including but not limited to any invention, industrial design or copyright work and any registrations and applications arising from or related to the foregoing.

(a)

all rights, title and interest in any Intellectual Property, and any improvements thereto, that the Executive conceives, develops, invents, authors, creates or contributes to the creation or improvement of, in whole or in part, during the term of the Executive's employment are, will be and shall remain the exclusive property of the Company;

(b)

the Executive shall have no interest in the Intellectual Property, notwithstanding that the Executive may have conceived, developed, authored, created or contributed to the creation or improvement of the same, solely or jointly with others, during or after the Executive's working hours, at the Company's premises or elsewhere, with or without use of the Company's property, equipment or supplies; and

(c)

Section 5.2(b) does not apply in respect of any invention or copyright for which no equipment, supplies, facility, Intellectual Property or Confidential Information of the Company was used, which was developed entirely on the Executive's own time, and which does not:

(a)

immediately disclose to the Company in writing all Intellectual Property that the Executive conceives, develops, invents, authors, creates or contributes to the creation or improvement of, in whole or in part, during the term of the Executive's employment;

(b)

assign to the Company any right, title or interest the Executive has or may have in the future in such Intellectual Property that the Executive conceives, develops, invents, authors, creates or contributes to the creation or improvement of, in whole or in part, including any inventions, patents, patent applications, copyright works, industrial designs or any other form of Intellectual Property;

(d)

execute any instruments or documents and perform all acts deemed necessary by the Company, both during and after the Executive's employment ends, to permit and assist the Company, at the Company's expense, to draft, prepare, obtain, maintain, defend and enforce any patents, copyrights, industrial designs and other intellectual property rights resulting from such Intellectual Property.

6.1 Definitions. In this section, the following terms have the following meanings:

(a)

"Business" means the business focused on the acquisition and management of precious metals royalties, streams and similar interests at varying stages of the mine life cycle, such as was carried on by the Company during the period of the Executive’s employment;

(b)

"employee of the Company" means an employee who is employed by the Company or any of its subsidiaries at the date of the termination of the Executive's employment or at any time during the 6-month period prior to the date of the termination of the Executive’s employment and at the time of the attempted or actual recruitment, solicitation or inducement; and

6.2 The Executive agrees that during the Executive’s employment and for 12 months after termination of the Executive’s employment, the Executive shall not without the prior written authorization of the Company, either directly or indirectly, on the Executive’s own behalf or on the behalf of any other person, firm or business identity, recruit, solicit, persuade or otherwise induce or attempt to recruit, solicit, persuade or induce any person who is an employee of the Company or any of its subsidiaries to terminate their contract of employment with the Company or any of its subsidiaries.

6.3 The Executive agrees that during the Executive’s employment, the Executive shall not without the prior written authorization of the Company, either directly or indirectly, on the Executive’s own behalf or on the behalf of any other person, firm or business identity, within the Geographic Area, be engaged in, concerned with or interested in any company or business entity that is engaged in Business competitive to the Company or any of its subsidiaries.

6.4 The Executive further agrees and acknowledges that the Executive will not, during the term of this Agreement or the term that the Executive serves as a director or officer of the Company or any of its subsidiaries and for a period of one year after the later thereof, appropriate for the Executive's benefit or for any organization or person by which the Executive are is employed or retained, any property or business opportunity of the Company or its subsidiaries that had arisen through the use of Company property, information or by virtue of the Executive's position with the Company or any of its subsidiaries or provision of services to the Company and its subsidiaries.

6.5 This section shall not be construed so as to restrict the Executive’s right to accept employment with or to engage in any business that is not competitive with the Business of the Company.

7.1 The Company shall indemnify the Executive, to the maximum extent permitted by law, against all costs, charges and expenses, including, without limitation, all amounts paid to settle any action or satisfy any judgment, reasonably incurred by the Executive in respect of any civil, criminal, administrative, investigative or other proceeding (collectively, a "Proceeding") in which the Executive is involved because of the Executive's association with the Company if:

(b)

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Executive had reasonable grounds for believing that the Executive's conduct was lawful.

8. SURVIVAL. The respective rights and obligations of the parties hereunder shall survive any termination of the Executive's employment to the extent necessary to preserve such rights and obligations. For greater certainty, notwithstanding anything to the contrary in this Agreement, the parties hereto acknowledge and agree that Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination of the Executive's employment with the Company and remain in full force and effect.

The Executive's obligations set out in Section 4, Section 5 and Section 6 shall survive and remain in effect, notwithstanding any changes to the terms of the Executive's employment or the termination of the Executive's employment, whether the termination is initiated by the Executive, by the Company on a with or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful. The Executive's obligations and the Company's rights set out under Section 5 are binding on the Executive's assigns, heirs, executors and other representatives.

9. NOTICES. Any notice or other communication under this Agreement shall be in writing and delivered either personally, by email of a PDF document (with confirmation of transmission), by registered mail (postage prepaid) or by nationally recognized courier (with all fees prepaid).

If delivered personally or by courier service, a notice or communication shall be deemed to have been received on the date of delivery. If sent by registered mail, a notice or communication shall be deemed to have been received on the third day following the date of mailing. If sent by email of a PDF document, a notice or communication shall be deemed to have been received on the date of transmission, provided that if the date of transmission is not a business day, then it shall be deemed to have been received on the following business day.

Either party to this Agreement may designate a change in address or other contact information by providing notice to the other pursuant to this section.

10. SUCCESSORS AND ASSIGNS. This Agreement enures to the benefit of the Company and its affiliates and subsidiaries and parent companies and each of their respective successors. This Agreement is personal to the Executive and shall not be subject to voluntary or involuntary assignment or transfer by the Executive.

11. REMEDIES. The Executive acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach of this Agreement by the Executive and that, in addition to all other remedies available at law, the Company shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach.

12.1 Severability. The paragraphs of this Agreement are separate and distinct covenants, severable from each other. If a covenant is determined to be invalid or unenforceable, such invalidity or unenforceability shall apply to the covenant only to the extent of that invalidity or unenforceability and shall not affect the validity or enforceability of any other covenant.

12.2 Extended Meanings. For the purposes of this Agreement, words in the singular include the plural, words in the plural include the singular, words importing the use of any gender include all genders where the context or party referred to require, and the rest of the provision is to be construed as if the necessary grammatical and terminological changes had been made.

12.3 Headings. The headings in this Agreement identifying various sections, paragraphs, subsections and clauses are inserted for convenience or reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

12.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the employment of the Executive by the Company and supersedes all prior written or oral agreements, negotiations or representations between the parties.

12.5 Amendment and Waiver. Any amendment to this Agreement must be in writing and executed by both parties. No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any other provision.

12.6 Governing Law. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the Province of British Columbia, and the federal laws of Canada applicable therein.

12.7 Common Law Obligations Preserved. Nothing in this Agreement shall be interpreted so as to limit any obligations owing by the Executive to the Company as a matter of common law. Nothing contained in this Agreement shall be construed to reduce or limit the Company's right, title or interest in any Intellectual Property so as to be less in any respect than the Company would have had in the absence of this Agreement.

13. INDEPENDENT LEGAL ADVICE. The Executive acknowledges that the Company has provided the Executive with a reasonable opportunity to obtain independent legal advice regarding this Agreement, and that the Executive has reviewed and understands its terms.

Please acknowledge your agreement to this arrangement by signing below as provided.

I, Andrew W. Gubbels, accept this offer of employment with Gold Royalty Corp. in accordance with the terms and conditions set out above.

As Chief Financial Officer of the Company, your duties and services include, but not limited to:

provide strategic management of the accounting and finance functions, including tax compliance and tax planning, strategic financial planning, accounting, external financial reporting, capital markets, controllership; including internal controls, treasury and taxation matters, internal financial operations, and investor relations;


/s/ Andrew Gubbels	12 November 2022
Signature	Date


Re:	Offer of Employment to Andrew W. Gubbels (the “Executive”, “you” or “your”) as Chief Financial Officer of Gold Royalty Corp. (the “Company”)