Exhibit
10.1


 


GOLD
ROYALTY CORP. 


1830
- 1030 West Georgia Street


Vancouver,
B.C. V6E 2Y3


 


 


VIA
EMAIL


 


August
1st, 2020


 


David
Garofalo


 


 


Dear
Mr. Garofalo:


 





	Re:	Gold Royalty Corp. (the “Company”) – Appointment of David Garofalo as
    Chair of Board of Directors, President and Chief Executive Officer






 



  


This
letter serves as confirmation of the terms of your appointment as Chair of the board of directors (the “Board”),
President and Chief Executive 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 Chair of the Board, President and Chief Executive Officer of
the Company, 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 Board. Your duties shall include those duties set forth in Schedule “A”
hereto, and such other responsibilities and duties reasonably commensurate therewith as 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.


 


Unless
prevented by ill health, or physical or mental disability or impairment, you shall, during the term hereof, devote sufficient
business time, care and attention to the business of the Company in order to properly discharge your duties hereunder. It is acknowledged
and agreed that you are or may become a director, trustee, officer, shareholder or investor in other businesses, ventures, entities,
institutions and organizations during the term of this Agreement and you may devote time, care and attention thereto so long as
your doing so does not materially adversely affect your ability to devote sufficient time and energy to properly discharge your
duties hereunder.


 


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.


 




    	 



    	-2-



    

 


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.
COMPENSATION


 


2.1.
Restricted Shares


 


In
consideration for your Services to the Company to date and your agreement to be appointed President and Chief Executive Officer
of the Company, the Company will issue you an aggregate of 400,000 restricted common shares of the Company (the “Restricted
Shares”), which will be issued on customary terms, including provisions that they will
be surrendered to the Company for cancellation if the following milestones are not met, in the case of items (a) through (c) below,
within two years of the date of issuance of the Restricted Shares; and in the case of item (d), within three years of the date
of issuance of the Restricted Shares: 


 


	 	(a)	as
    to 25% of such Restricted Shares, if the Company does not complete equity financing(s) in an aggregate amount of at least
    $10,000,000 (the “Round 2 Financing”) prior to completion of an IPO or an Exit Transaction (each as defined
    herein), provided that if prior to the completion of an IPO or an Exit Transaction (each as defined herein), the Company has
    not completed equity financing(s) in an aggregate amount of at least $10,000,000, then the Restricted Shares subject to items
    (b) to (d) below, will be increased on a pro rata basis by the amount of Restricted Shares referenced in this item (a);
	 	 	 
	 	(b)	as
    to 25% of such Restricted Shares, if the Company does not complete an initial public offering, spin-off from GoldMining Inc.
    or other going-public transaction (collectively, an “IPO”) or any merger or sale of the outstanding shares
    of the Company or all or substantially all of its assets to a third-party, in each case, that values the Company at a minimum
    of $50 million (an “Exit Transaction”);
	 	 	 
	 	(c)	as
    to 25% of such Restricted Shares if the Company does not receive at least $1,000,000 of royalty payments under any of its
    royalties; and
	 	 	 
	 	(d)	as
    to 25% of such Restricted Shares if you are no longer a director, officer or employee of the Company on the date that is one
    year after an IPO, provided that where an Exit Transaction (other than a reverse takeover or similar going public transaction)
    occurs prior to the satisfaction of this condition, then this condition shall be deemed earlier satisfied concurrently upon
    completion of an Exit Transaction.


 


The
Restricted Shares will be issued to you by the Company as soon as reasonably practicable of the date hereof and will be issued
at a price that will not be less than the fair value of such Restricted Shares at the time of their issuance. You acknowledge
that the Restricted Shares may be subject to hold periods and legends required under applicable securities laws and as may be
imposed by any applicable stock exchange in connection with a listing of the Company’s common shares thereon.


 




    	 



    	-3-



    

 


2.2.
Options


 


In
addition, 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 600,000 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 shares in 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.


 


2.3.
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. For certainty, 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 compensation, that is commensurate with your position, responsibilities and on terms customary for
a similarly situated company in the royalty industry.


 


2.4.
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.


 


2.5.
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.


 


3.
TERMINATION 


 


3.1.
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.


 


Subject
to Section 3.2, the Company may terminate this Agreement subject to applicable notice periods under the laws of the province of
British Columbia, including the common law applicable therein.


 




    	 



    	-4-



    

 


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


 


3.2.
Termination for Cause


 


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.


 


3.3.
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 President and Chief Executive 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.


 


4.
CONFIDENTIALITY 


 


4.1.
Confidentiality


 


You
acknowledge and agree that: (i) during the course your appointment as a director of the Company or 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.


 


4.2.
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.


 


4.3.
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.


 




    	 



    	-5-



    

 


5.
NON-SOLICITATION AND NON-COMPETITION 


 


5.1.
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 5.1.


 


5.2.
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.


 


6.
GENERAL


 


6.1.
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.


 


6.2.
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.


 


6.3.
Survival of Terms


 


Your
representations, warranties, covenants, agreements, obligations and liabilities under any and all of Sections 1.3, 1.4, 4 and
5 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.


 


6.4.
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.


 




    	 



    	-6-



    

 


6.5.
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.


 


6.6.
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.


 


6.7.
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.


 




    	 



    	-7-



    

 


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


 


Yours
truly,


 


GOLD
ROYALTY CORP. 


 


	By:
    	/s/
    Pat Obara	 
	 	Authorized
    Signatory 	 


 


AGREED
TO this 1st day of August, 2020.


 


	/s/
    David Garofalo	 
	David
    Garofalo	 


 




    	 



    	 



    

 


Schedule
“A”


 


SERVICES


 


As
Chair of the Board and President and Chief Executive Officer of the Company, your duties shall include the following:


 


	 	(a)	providing
    leadership the Company’s executive team;
	 	 	 
	 	(b)	establishing
    and implementing operational and financial strategies and policies of the Company as approved by the Board;
	 	 	 
	 	(c)	overseeing
    the preparation of business plans as required from time to time for review and approval by the Board
	 	 	 
	 	(d)	monitoring
    the operations of the Company;
	 	 	 
	 	(e)	providing
    leadership in identifying, reviewing and assessing potential mergers and acquisition targets;
	 	 	 
	 	(f)	supervising
    corporate information dissemination, directing the required interaction between the Company and institutional investors and
    the public, and acting as a spokesperson for the Company; 
	 	 	 
	 	(g)	meeting
    regularly and as required with the Board to review material issues and to ensure that the Board is provided in a timely manner
    with all information and access to management necessary to permit the Board to fulfill its obligations; and 
	 	 	 
	 	(h)	performing
    such other duties consistent with your positions which the Board shall, from time to time, reasonably direct.