Exhibit
10.3


 


GOLD
ROYALTY CORP. 


1830
- 1030 West Georgia Street


Vancouver,
B.C. V6E 2Y3


 


 


VIA
EMAIL


 


August
31, 2020


 


John
W. Griffith


  


Dear
Mr. Griffith:


 


	Re:	Gold
    Royalty Corp. (the “Company”) – Appointment of John W. Griffith as Chief Development Officer


 


This
letter serves as confirmation of the terms of your appointment as Chief Development Officer of the Company.


 


1. APPOINTMENT AND DUTIES




 


1.1. Position




 


The
Company will appoint you, and you agree and consent to act as, the Chief Development Officer of the Company, commencing on September
8, 2020, 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”). Your duties
shall include those duties set forth in Schedule “A” hereto, and such other responsibilities and duties reasonably
commensurate therewith as the CEO 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. You agree to carry out the Services
using reasonable commercial efforts and in a manner that will promote the business of the Company.


 


This
is a full time position. Unless prevented by ill health, or physical or mental disability or impairment, 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 its discretion, engage in any other business, profession or occupation, or become an officer, director, employee, contractor
for service, agent or 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 affairs of the Company, or any of its affiliates, to 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.


 




    	 



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1.4. Avoidance of Conflicts of Interest 




 


You
shall not enter into any agreement, arrangement or 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 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.


 


2. PLACE OF EMPLOYMENT




 


2.1. Current Place of Employment




 


Until
the completion of an initial public offering, spin-off from GoldMining Inc. or other going-public transaction of the Company (collectively,
an “IPO”), the principal place of your engagement shall be Toronto, Ontario, provided that you acknowledge
that you may be required to travel on Company business and attend the Company’s other offices regularly, as may be required.


 


2.2. Place of Employment Subsequent to an IPO 




 


Subsequent
to the completion of an IPO, you undertake that you will relocate to Vancouver, British Columbia (the “Relocation”),
within a reasonable time frame upon request of the Company, but which timeframe shall not, without the consent of the Company,
exceed 12 months. Subsequent to the Relocation, Vancouver, British Columbia, shall be the principal place of your engagement.


 


2.3. Moving Expenses 




 


The
Company agrees to pay or promptly reimburse you for the reasonable moving expenses actually and properly incurred by you in connection
with the Relocation, up to an aggregate amount of $50,000, in accordance with the Company’s policies as may be in place
from time to time, and upon submission of invoices and receipts for such expenses in a form reasonably acceptable to Company.


 


3. COMPENSATION




 


3.1. Base Salary 




 


You
shall receive an annual base salary (the “Base Salary”) of $120,000, provided that such Base Salary shall be
increased to $180,000 for and after the next calendar month after the Company completes equity financings for cash proceeds in
an aggregate amount of at least $10,000,000 (the “Round 2 Financing”). Such Base Salary will be due and payable
by the Company to you in accordance with the Company’s normal payroll practices, and shall be subject to deductions in respect
of statutory remittances, including, without limitation, deductions for income tax, pension plan premiums and employment insurance
premiums, in a 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.


 




    	 



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3.2. Adjustment of Base Salary 




 


As
soon as reasonably practicable after an IPO, the Board and/or its compensation committee, as applicable, and you will negotiate
in good faith towards finalizing and entering into an executive employment agreement on such terms, including as to adjustment
of base salary, that is commensurate with your position, responsibilities and on terms customary for a similarly situated company
in the royalty industry.


 


3.3. Options




 


You
shall be granted, in consideration for, and as an inducement to, agreeing to enter into this Agreement and provide the Services
hereunder, options (the “Options”) to purchase an aggregate of 275,000 common shares of the Company at an exercise
price equal to US$5.00 per share or such lower price, if any, at which the Company sells common shares in the last round of financing
by the Company for cash proceeds that results in completion of the Round 2 Financing.. For greater clarity: (a) the exercise price
of the Options will not be less than the fair market value of the common shares of the Company at the time of such grant; (b)
25% of the Options will vest on the date of grant and 25% will vest on each of the dates that are 6, 12 and 18 months thereafter;
(c) the Options will be granted as soon as reasonably practicable after completion of the Round 2 Financing; and (d) the Options
will be exercisable for a period of five years from the grant date thereof. The Options will be granted pursuant to a customary
long term incentive plan to be adopted by the Company prior to its IPO. Notwithstanding the foregoing, the terms of the Options
may be amended if required to comply with the requirements of any applicable stock exchange in connection with an IPO.


 


3.4. Additional Compensation




 


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 on a basis commensurate with your position
and responsibilities as may be determined by the Board and/or its compensation committee.


 


3.5. Benefits




 


Subject
to the terms of the various plans in effect with 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, you shall participate in all employee benefit programs made available to other senior
executives of the Company and its subsidiaries and commensurate to your position as may be determined by the Board and/or its
compensation committee.


 


3.6. Expenses




 


The
Company agrees to pay or promptly reimburse you for the reasonable travel and business related expenses actually and properly
incurred by you in connection with your provision of the Services under this Agreement in accordance with the Company’s
policies, as may be in place from time to time.


 


4. TERMINATION 




 


4.1. Termination by Notice




 


You
may terminate this Agreement upon giving the Company at least 60 days’ prior written notice of the termination date. On
receiving such notice, the Company may elect to pay you salary in lieu of working the notice period, in which case the termination
will be effective immediately.


 




    	 



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Subject
to Section 4.2, the Company may terminate this Agreement, at any time, subject to applicable notice periods under the laws of
the province of British Columbia, including the common law applicable therein.


 


For
the sake of clarity, the treatment of any Options or other awards on termination of this Agreement shall be governed by the plans
and/or agreement underlying such Options or other awards.


 


4.2. Termination for Cause




 


Notwithstanding
Section 4.1, the Company may terminate this Agreement and your positions with the Company for “cause” as that term
is interpreted at common law, at any time, without notice or payment in lieu thereof.


 


4.3. Resignation from Board of Directors




 


You
agree that, if you are a director of the Company or any of its subsidiaries at the time this Agreement is terminated or at the
time of your resignation or termination as Chief Development Officer of the Company, you will, if requested by the Company, immediately
resign as a director of the Company of any of its subsidiaries, as applicable.


 


5. CONFIDENTIALITY 




 


5.1. Confidentiality




 


You
acknowledge and agree that: (i) during the course of your engagement hereunder, you will have an opportunity to learn or otherwise
become aware of Confidential Information (as defined herein); (ii) the Confidential Information is a valuable asset which is the
property of the Company exclusively, the unauthorized use or disclosure of which would cause serious harm to the economic interests
of the Company; (iii) it is in the interests of the Company that the Confidential Information remain the exclusive confidential
property of the Company and that it not be used or disclosed except in accordance with the knowledge and consent of the Company;
and (iv) other than in the course of performing duties in accordance with your engagement hereunder or your appointment as a director
or officer of the Company or as otherwise approved by the Company in writing, you shall hold in confidence all Confidential Information,
not directly or indirectly use any Confidential Information and not directly or indirectly disclose any Confidential Information.


 


5.2. Definition of Confidential Information




 


In
this Agreement, “Confidential Information” means information known or used by the Company in connection with
its business and affairs that is not known to the general public and includes, but is not limited to, research, strategic plans
or objectives, potential acquisitions or other transactions, unpublished financial information, unpublished exploration data and
other information relating to the Company’s royalty or other mineral interests and all intellectual property, but does not
include any information that: (i) is or becomes a matter of public knowledge through no breach of this Agreement by you; (ii)
any information of which the you have specific knowledge prior to this engagement; or (iii) any information of which you obtain
specific knowledge from a third party after the termination of this Agreement and the cessation of your office as a director or
officer of the Company, unless the third party obtained such information directly or indirectly from a person in violation of
a duty of confidence owed to the Company.


 




    	 



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5.3. Ownership of Documents and Records




 


All
documents, software, records, work papers, notes, memoranda and similar records of or containers of Confidential Information made
or compiled by you at any time or made available to you at any time during the term of this Agreement or your tenure as a director
or officer of the Company (whether before the effective date of this Agreement or thereafter) including all copies thereof, shall
be the property of the Company and belong solely to it, and shall be held by you solely for the benefit of the Company and you
shall deliver same to the Company upon the termination of this Agreement or the termination of your tenure as a director and officer
of the Company or at any other time upon request by the Company.


 


6. NON-SOLICITATION AND NON-COMPETITION 




 


6.1. Non-Solicitation




 


You
acknowledge and agree that, during the term of this Agreement or the term that you serve as a director or officer of the Company
and for a period of one (1) year after the later thereof, you will not solicit, directly or indirectly, employees or consultants
of the Company for the purpose of having them terminate their employment or engagement with the Company, provided, however, that
any general solicitation of employment that does not target the Company’s employees shall not be deemed to be a violation
of this Section 6.1.


 


6.2. Corporate Opportunities




 


You
further agree and acknowledge that you will not, during the term of this Agreement or the term that you serve as a director or
officer of the Company and for a period of one (1) year after the later thereof, appropriate for yourself or for any organization
or person by which you are employed or retained, any Company property or business opportunity that had arisen through the use
of Company property, information or by virtue of your position with the Company or provision of Services to the Company.


 


7. GENERAL




 


7.1. Entire Agreement




 


This
Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes
any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties,
forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly
set forth in this Agreement.


 


7.2. Waivers




 


No
waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed
by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific
breach waived.


 


7.3. Survival of Terms




 


Your
representations, warranties, covenants, agreements, obligations and liabilities under any and all of Sections 1.3, 1.4, 5 and
6 of this Agreement shall survive any expiration or termination of this Agreement. Any expiration or termination of this Agreement
shall be without prejudice to any rights and obligations of the parties hereto arising or existing up to the effective date of
such expiration or termination, or any remedies of the parties with respect thereto.


 




    	 



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7.4. Severability




 


If
any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability
shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall
continue in full force and effect.


 


7.5. Further Assurances




 


Each
party must, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the
other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this
Agreement.


 


7.6. Laws and Courts




 


This
Agreement shall be governed and interpreted in accordance with the laws of the province of British Columbia and the federal laws
applicable therein. All disputes arising under this Agreement will be referred to the courts of British Columbia which will have
jurisdiction, but not exclusive jurisdiction, and each party hereto irrevocably submits to the non-exclusive jurisdiction of such
courts.


 


7.7. Counterpart Execution




 


This
Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall
be deemed to be an original and all of which together shall constitute one and the same document.


 




    	 



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


 


Yours
truly,


 


GOLD
ROYALTY CORP. 


  


	By:
    	/s/
    David Garofalo	 
	 	Authorized
    Signatory 	 


 


AGREED
TO this 31st day of August, 2020.


 


	/s/
    John W. Griffith	 
	JOHN
    W. GRIFFITH	 


 




    	 



    	 



    

 


Schedule
“A”


 


SERVICES


 


As
Chief Development Officer of the Company, your duties shall include the following:


 


	 	(a)	assisting
    the Chief Executive Officer and Chief Financial Officer in establishing and implementing operational and financial strategies
    and policies of the Company as approved by the Board;
	 	 	 
	 	(b)	assisting
    the Chief Executive Officer, Chief Financial Officer and Board in the preparation of business plans as required from time
    to time for review and approval by the Board
	 	 	 
	 	(c)	identifying
    potential mergers and acquisition targets and assisting the Chief Executive Officer, Chief Financial Officer and Board in
    reviewing and assessing such opportunities; 
	 	 	 
	 	(d)	meeting
    regularly and as required with the Chief Executive Officer, Chief Financial Officer and/or Board to review material issues
    and participate in planning; and 
	 	 	 
	 	(e)	performing
    such other duties consistent with your positions which the Chief Executive Officer and/or Board shall, from time to time,
    reasonably direct.