Gold Royalty Corp F-3/A, filed Feb 7, 2024
Gold Royalty Corp. (GROY)
As filed with the Securities and Exchange Commission on February 7, 2024
Registration No. 333-276305
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLD ROYALTY CORP.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
Canada (State or other jurisdiction of incorporation or organization) |
Not Applicable (I.R.S. Employer Identification Number) |
1188 West Georgia Street, Suite 1830
Vancouver, BC V6E 4A2
(604) 396-3066
(Address and telephone number of registrant’s principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address and telephone number of agent for service)
| Copies to: | ||
Rick A. Werner, Esq. Alla Digilova, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza 26th Floor New York, New York 10112 Tel: +1 212 659-7300 |
Rod Talaifar, Esq. Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, BC, Canada V6C 3L2 Tel: +1 604 662-8808 | |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The selling shareholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling shareholders named in this prospectus are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2024
PROSPECTUS
Up to 21,052,632 Initial Debenture Shares
Up to 1,804,511 Special Conversion Shares
(and up to 40,000,000 Interest Shares issuable upon the payment of interest in respect thereof)
Offered by the Selling Shareholders
This prospectus relates to the resale of (i) up to 21,052,632 common shares (the “Initial Debenture Shares”), no par value, of Gold Royalty Corp. (the “Company”), initially issuable upon the conversion of those certain 10.0% 2023 Unsecured Convertible Debentures (the “Debentures”) that each of Queen’s Road Capital Investment Ltd. (“QRC”) and Taurus Mining Royalty Fund L.P., a fund managed by Taurus Funds Management Pty Limited (collectively, “Taurus” and, together with QRC, the “Subscribers”) subscribed to, at an initial conversion price of $1.90 per share (the “Conversion Price”), (ii) up to 1,804,511 additional common shares (the “Special Conversion Shares”) issuable upon the Subscribers’ exercise of their conversion right at a special conversion price of $1.75 per share, subject to the conditions described in that certain trust indenture between the Company and Odyssey Trust Company, as trustee, dated as of December 15, 2023 (the “Indenture”), which governs the Debentures (the “Special Conversion Price”), and (iii) up to 40,000,000 additional common shares (the “Interest Shares”, and together with the Initial Debenture Shares and Special Conversion Shares, the “Debenture Shares”), which is a reasonable good-faith estimate of the maximum number of common shares that the Company believes are issuable as a payment of interest on the Debentures, at a price (the “Interest Price”) equal to the twenty (20) consecutive trading days ending three (3) trading days preceding each date on which an installment of interest owing on the outstanding principal amount of a Debenture is due and payable (the “Interest Payment Date”), and such Interest Shares shall be Freely Tradeable (as defined in the Indenture), in each case, that may be sold from time to time by the selling shareholders named in this prospectus or their pledgees, donees, transferees, assignees or other successors-in-interest (collectively, the “Selling Shareholders”). See “Selling Shareholders” beginning on page 12 of this prospectus.
We are not selling any common shares under this prospectus and will not receive any proceeds from the sale of common shares by the Selling Shareholders.
Our registration of the common shares covered by this prospectus does not mean that the Selling Shareholders will offer or sell any of such common shares. The Selling Shareholders may sell the common shares offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” The common shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.
We will bear all of the expenses incurred in connection with the registration of these shares. The Selling Shareholders will pay any underwriting discounts and selling commissions and/or similar charges incurred in connection with the sale of the common shares. See “Plan of Distribution” beginning on page 10 of this prospectus.
Our common shares and certain of our outstanding common share purchase warrants are listed on the NYSE American LLC (“NYSE American”) under the symbols “GROY” and “GROY.WS”, respectively. On February 6, 2024, the closing price of our common shares and common share purchase warrants as reported on the NYSE American was $1.34 and $0.0164, respectively.
We are an “emerging growth company” and a “foreign private issuer” under applicable Securities and Exchange Commission (“SEC”) rules, and will be subject to reduced public company reporting requirements for this prospectus and future filings.
Investing in our securities involves a high degree of risk. See “Risk Factors” below, beginning on page 8, and in our Annual Report on Form 20-F for the year ended September 30, 2022, which is incorporated by reference herein, to read about the risks you should consider before investing in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2024
TABLE OF CONTENTS
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Unless otherwise indicated, references in this registration statement to “Gold Royalty”, “GRC”, “the Company”, “we”, “us” and “our” refer to Gold Royalty Corp., a company incorporated under the laws of Canada, together with its subsidiaries unless the context requires otherwise.
We express all amounts in this registration statement in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “C$” are to Canadian dollars.
PRESENTATION OF FINANCIAL INFORMATION
We report under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), which may not be comparable to financial data prepared by many United States companies. We present our financial statements in U.S. dollars.
CAUTIONARY NOTE REGARDING MINERAL RESERVES AND MINERAL RESOURCES
Gold Royalty is subject to the reporting requirements of the applicable Canadian and United States securities laws. Gold Royalty’s previous filings under the applicable Canadian and United States securities laws, including the Annual Report on Form 20-F for the year ended September 30, 2022, contains disclosure of mineral reserve and mineral resource estimates relating to the projects underlying Gold Royalty’s interests prepared in accordance with the requirements of Canadian securities laws, which differ in many respects from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” contained in such previous filings were based upon definitions applicable in Canada in accordance with Canadian Securities Administrators’ National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43- 101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves (the “CIM Definition Standards”), adopted by the CIM Council, as amended. In addition, certain of the operators of the properties underlying Gold Royalty’s interests prepare mineral reserve and mineral resource estimates in accordance with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC”), which differs from NI 43-101 and the requirements of the SEC, and certain previous filings by Gold Royalty contain disclosure of mineral reserve and mineral resource estimates in accordance with JORC.
The SEC adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 was rescinded and replaced with the disclosure requirements in subpart 1300 of SEC Regulation S-K. The SEC Modernization Rules became effective on February 25, 2019 with compliance required for the first fiscal year beginning on or after January 1, 2021. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In addition, the SEC amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding CIM Definition Standards. Pursuant to certain exceptions provided by the SEC Modernization Rules, however, Gold Royalty is not required, to the extent it has access to the necessary information, to provide disclosure on its mineral properties under the SEC Modernization Rules in this registration statement because such information is incorporated by reference herein rather than provided directly in this registration statement. Gold Royalty may be required to provide disclosure on its mineral properties under the SEC Modernization Rules in future filings with the SEC.
U.S. shareholders are cautioned that while terms are substantially similar to CIM Definition Standards, there are differences in the definitions and standards under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that Gold Royalty may have previously reported as “proven reserves”, “probable reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 will be the same as the reserve or resource estimates prepared under the standards adopted under the SEC Modernization Rules.
U.S. shareholders are also cautioned that while the SEC now recognizes “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Further, “inferred resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or prefeasibility studies, except in certain specific cases. Additionally, disclosure of “contained ounces” in a resource is permitted disclosure under Canadian securities laws. Therefore, U.S. shareholders are also cautioned not to assume that all or any part of the inferred resources exist.
U.S. Shareholders are cautioned that information contained in this prospectus and the documents incorporated by reference herein may not be comparable to similar information made public by U.S. companies reporting pursuant to the SEC’s disclosure requirements.
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As permitted under the rules of the SEC, this prospectus incorporates important information about us that is contained in documents that we have previously filed with the SEC but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the SEC at www.sec.gov, as well as other sources. You may also obtain copies of the incorporated documents, without charge, upon written or oral request to Gold Royalty Corp., 1188 West Georgia Street, Suite 1830 Vancouver, British Columbia V6E 4A2. Our telephone number is (604) 396-3066. See “Where You Can Find More Information”.
You should rely only on the information contained and incorporated by reference into this prospectus and in any free writing prospectus that we authorize to be distributed to you. We have not, and the Selling Shareholders have not, authorized anyone to provide you with additional or different information or to make representations other than those contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This document may only be used where it is legal to sell these securities. You should assume that the information contained in this prospectus is accurate only as of the date of this prospectus.
We obtained certain statistical data, market data and other industry data and forecasts used or incorporated by reference into this prospectus from publicly available information. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, which statements may constitute “forward-looking information” within the meaning of Canadian securities laws. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe”, “anticipate”, “plan”, “target”, “expect”, “intend”, “estimate”, “project”, “outlook”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. In addition, any statements that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. In particular, forward-looking statements include, but are not limited to, statements about:
| ● | our plans and objectives, including its acquisition and growth strategy; | |
| ● | our future financial and operational performance, including expectations regarding projected future revenues; | |
| ● | royalty and other payments to be made to the Company by the owners and operators of the projects underlying our royalties and other interests; | |
| ● | expectations regarding our royalty and other interests; | |
| ● | the plans of the operators of properties where we own or may acquire royalty interests; | |
| ● | estimates of mineral reserves and mineral resources on the projects in which we hold royalty interests; | |
| ● | estimates regarding future revenue, expenses and needs for additional financing; | |
| ● | adequacy of capital and financing needs; and | |
| ● | expectations regarding the impacts of COVID-19 on the operators of the properties underlying our interests. |
These forward-looking statements are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances, including that:
| ● | the public disclosures of the operators regarding the properties underlying our interests are accurate, including that such operators will meet their disclosed production targets and expectations; | |
| ● | current gold, base metal and other commodity prices will be sustained, or will improve; | |
| ● | the proposed development of the Company’s royalty projects will be viable operationally and economically and will proceed as expected; | |
| ● | any additional financing required by the Company will be available on reasonable terms; and | |
| ● | operators of the properties where the Company holds royalty interests will not experience any material accident, labor dispute or failure of equipment. |
Actual results could differ materially from those anticipated in these forward-looking statements as a result of the following risk factors, among others:
| ● | dependence on third-party operators; | |
| ● | a substantial majority of our royalty and other interests are on exploration, advanced-exploration and development stage properties, which are non-producing and are subject to the risk that they may never achieve production; | |
| ● | volatility in gold and other commodity prices; | |
| ● | we have limited or no access to data or the operations underlying our existing interests; | |
| ● | a significant portion of our revenues is derived from a small number of operating properties; | |
| ● | is the value and potential revenue from our royalty interests are subject to many of the risks faced by owners and operators of the properties underlying our interests; | |
| ● | we may enter into acquisitions and other material transactions at any time; |
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| ● | the availability of any necessary financing in the future on acceptable terms or at all; | |
| ● | our future growth is, to an extent dependent on its acquisition strategy; | |
| ● | our business and revenues could be adversely affected by problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators; | |
| ● | if title to mining claims, concessions, licenses, leases or other forms of tenure is not properly maintained by the operators, or is successfully challenged by third-parties, our existing royalty interests could be found to be invalid; | |
| ● | operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights; | |
| ● | certain of our royalty interests are subject to buy-back or other rights of third-parties; | |
| ● | our operations and those of the owners and operators of the properties underlying our interests may be negatively impacted by the effects of the spread of illnesses or other public health emergencies; | |
| ● | mine development and operation is capital intensive and any inability of the operators of the properties underlying our existing or future interests to meet their liquidity needs may adversely affect the value of, and revenue from, such interests; | |
| ● | estimates of mineral resources and mineral reserves disclosed by the owners and operators of the properties underlying our royalty and other interests may be subject to significant revision; | |
| ● | depleted mineral reserves may not be replenished by the operators of the properties underlying our interests; | |
| ● | risks related to interests located in foreign jurisdictions; | |
| ● | environmental risks in the jurisdictions where projects underlying our interests are located; | |
| ● | potential conflicts of interests; | |
| ● | opposition from Indigenous peoples may adversely impact the projects underlying our interests; | |
| ● | our dependence on key management personnel; | |
| ● | we hold investments in a concentrated number of equity securities and the fair values thereof are subject to loss in value; | |
| ● | litigation risks; and | |
| ● | the other factors discussed under “Item 3. Key Information – D. Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended September 30, 2022 and other disclosure documents, which are available under the Company’s profile at www.sedarplus.ca and www.sec.gov. |
This list of factors should not be construed as exhaustive. The Company does not intend to and does not assume any obligations to update forward-looking statements, except as required by applicable law.
The forward-looking statements made in this prospectus or any prospectus supplement, or the information incorporated by reference herein relate only to events or information as of the date on which the statements are made in such document. Except as required by U.S. federal securities law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and any prospectus supplement, and the information incorporated by reference herein, along with any exhibits thereto, completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this prospectus, prospectus supplement and the documents incorporated by reference herein include additional factors which could adversely impact our business and financial performance.
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This summary highlights information contained elsewhere in this prospectus or incorporated by reference herein and does not contain all of the information that you should consider in making your investment decision. Before deciding to invest in our securities, you should read this entire prospectus and any applicable prospectus supplement carefully, including the sections of this prospectus entitled “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements”, the section entitled “Risk Factors” in our Annual Report on Form 20-F for the most recent year incorporated by reference herein (together with any material changes thereto contained in subsequent filed reports on Form 6-K), our consolidated financial statements and the related notes incorporated by reference in this prospectus and all other information included or incorporated by reference in this prospectus.
Our Company
We are a precious metals focused royalty company offering creative financing solutions to the metals and mining industry. Our diversified portfolio includes over 200 royalties across properties of various stages, including 5 cash flowing properties.
Our mission is to acquire royalties, streams and similar interests at varying stages of the mine life cycle to build a balanced portfolio offering near, medium and longer-term returns for our investors. Currently, the Company directly and indirectly holds 245 royalty interests, including royalty interests on 5 producing projects, 18 developing projects, 42 advanced-exploration projects and 181 early-exploration projects as part of this royalty generator model.
In carrying out our long-term growth strategy, we seek out and continually review opportunities to expand our portfolio through the acquisition of existing or newly created royalty, stream or similar interests and through accretive acquisitions of companies that hold such assets. In acquiring newly created interests, we act as a source of financing to mining companies for the development and exploration of projects.
Our “royalty generator model” is focused on mineral properties held by us and our subsidiaries and additional properties we may acquire from time to time, with the aim of subsequently optioning or selling them to third-party mining companies in transactions where we would retain a royalty, carried interest or other similar interest. We believe the royalty generator model provides increased volume of potential royalty opportunities, targeting opportunities with potential exploration upside.
We do not generally conduct exploration, development or mining operations on the properties in which we hold interests and we are not required to contribute capital costs for these properties. We may, from time to time, conduct non-material exploration related activities to advance our royalty generator projects.
Convertible Debenture Private Placement
On December 5, 2023, the Subscribers entered into those certain Investment Agreements with the Company (collectively, the “Agreements”), pursuant to which the Subscribers subscribed for and agreed to purchase a $30 million and $10 million principal amount of Debentures, respectively (the “Transaction”). The Transaction closed on December 15, 2023, and the Debentures were issued under the Indenture, which governs the Debentures.
The Debentures mature on December 15, 2028, and bear interest from and including the date of issuance at the rate of 10.0% per annum, payable in quarterly installments in arrears on August 31, November 30, February 28 and May 31 in each year (each, an “Interest Payment Date”), the first such interest payment to fall due on February 28, 2024. The Company shall satisfy its interest payment obligation (“Interest Obligation”) on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on December 15, 2028) by delivering: (i) cash for that portion of the Interest Obligation equal to 7% per annum, calculated on the outstanding principal amount of the Debentures; and (ii) subject to applicable regulatory approval, Interest Shares for the balance of the Interest Obligation equal to 3% per annum, calculated on the outstanding principal amount of the Debentures.
Subject to the terms and conditions set forth in the Indenture, the Debentures are immediately convertible, at the holder’s option, into common shares of the Company at the Conversion Price. From December 15, 2026, until December 29, 2026 (“Company Redemption Period”), the Company may, at its option, redeem the Debentures, in whole or in part, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest up to the applicable redemption date. If the Company exercises the foregoing redemption right, the Subscriber shall be entitled to exercise its conversion right prior to the expiration of such Company Redemption Period at the Special Conversion Price.
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Implications of Being an Emerging Growth Company and a Foreign Private Issuer
Emerging Growth Company
We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.235 billion in annual revenues; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of our first sale of common equity securities pursuant to a U.S. registration.
As an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not emerging growth companies. These exemptions include: (i) the option to present only two years of audited financial statements and related discussion in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our filings with the SEC; (ii) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; (iii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); (iv) not being required to submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes”; and (v) not being required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.
Foreign Private Issuer
We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, and current reports on Form 8-K upon the occurrence of specified significant events.
Corporate Information
We are a corporation organized under the laws of Canada. We were incorporated under the name Gold Royalty Corp. on June 23, 2020, under the Canada Business Corporations Act (Canada) (“CBCA”). Our head office is located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 4A2 and our telephone number is +1 (604) 396-3066. Our registered office is 1000-925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2. Our website address is www.goldroyalty.com. Information on the Company’s website is not incorporated herein by reference. Our common shares and certain of our common share purchase warrants are listed on the NYSE American under the symbols “GROY” and “GROY.WS”, respectively.
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| Common shares offered by the Selling Shareholders | (i) up to 21,052,632 Initial Debenture Shares initially issuable upon the conversion of the Debentures that the Subscribers subscribed to, at the Conversion Price, (ii) up to 1,804,511 Special Conversion Shares issuable upon the Subscribers’ exercise of their conversion right at the Special Conversion Price, and (iii) up to 40,000,000 Interest Shares, which is a reasonable good-faith estimate of the maximum number of common shares that the Company believes are issuable as a payment of interest on the Debentures at the Interest Price. | |
| Terms of the offering | The Selling Shareholders (including their transferees, donees, pledgees, assignees and successors-in-interest) may sell, transfer or otherwise dispose of any or all of the common shares offered by this prospectus from time to time on NYSE American or any other stock exchange, market or trading facility on which the common shares are traded or in private transactions. The common shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. See “Plan of Distribution” beginning on page 10 of this prospectus for additional information on the methods of sale that may be used by the Selling Shareholders. | |
| Use of Proceeds | The Selling Shareholders will receive all of the proceeds from the sale of any common shares sold by them pursuant to this prospectus. We will not receive any proceeds from the sale of the common shares by the Selling Shareholders. See “Use of Proceeds”. | |
| Risk Factors | Investing in our securities involves a high degree of risk. See “Risk Factors” below, beginning on page 8, and in our Annual Report on Form 20-F for the year ended September 30, 2022, to read about the risks you should consider before investing in our securities. | |
| Listing | Our common shares and certain of our common share purchase warrants are listed on the NYSE American under the symbols “GROY” and “GROY.WS”, respectively. |
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Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading “Risk Factors” contained in any applicable prospectus supplement and under similar headings in our Annual Report on Form 20-F for the year ended September 30, 2022 as updated by our subsequent filings, some of which are incorporated by reference into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus is a part. Each of the risk factors could adversely affect our business, results of operations, financial condition and cash flows, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. For more information, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our total capitalization as of September 30, 2023:
| ● | on an actual basis; and | |
| ● | on a pro forma basis, assuming conversion of the Debentures at maturity, to give effect to (i) the issuance of the Initial Debenture Shares at the Conversion Price, in the aggregate amount of up to $40,000,000 and (ii) the issuance of the Interest Shares in respect thereof at the Interest Price, in the aggregate amount of up to $6,000,000. |
The amounts shown below are unaudited. The information set forth in the following table should be read in conjunction with and is qualified in its entirety by reference to our unaudited financial statements for the three and nine months ended September 30, 2023, in our Report on Form 6-K filed with the SEC on November 14, 2023, which is incorporated by reference in this prospectus.
| As of September 30, 2023 | ||||||||
| (In thousands) | Actual | Pro Forma | ||||||
| Total debt | $ | 17,468 | $ | 17,468 | ||||
| Common shares, without par value | 554,869 | 600,869 | ||||||
| Reserves | 22,518 | 22,518 | ||||||
| Accumulated deficit | (50,456 | ) | (70,456 | ) | ||||
| Accumulated other comprehensive income | 320 | 320 | ||||||
| Total shareholders’ equity | $ | 527,251 | $ | 553,251 | ||||
| Total capitalization and indebtedness | $ | 544,719 | $ | 570,719 | ||||
The foregoing table and calculations are based on 144,970,285 common shares outstanding as of September 30, 2023, and excludes:
| ● | 7,766,211 common shares issuable upon the exercise of outstanding options to purchase common shares with a weighted average exercise price of $3.31 per share; | |
| ● | 769,079 common shares issuable upon the vesting of outstanding restricted share units; | |
| ● | 10,350,000 common shares issuable upon the exercise of outstanding warrants with a weighted average exercise price of $7.50 per share; | |
| ● | 595,350 common shares issuable upon the exercise of 2,430,000 outstanding Ely Warrants with a weighted average exercise price of C$4.59 per share; and | |
| ● | 5,966,738 common shares that remain reserved for future issuance under our 2021 Long-Term Incentive Plan. |
From October 1, 2023, through the date of this prospectus, we have issued 256,174 common shares to certain directors, management personnel and employees resulting from vested restricted share units and 496,785 common shares in connection with an acquisition of a portfolio of 21 royalties.
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We will not receive any proceeds from the sale of the common shares by the Selling Shareholders.
The Selling Shareholders will receive all of the net proceeds from the sale of any common shares offered by them under this prospectus. See “Selling Shareholders”. The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax, legal services or any other expenses incurred by the Selling Shareholders in disposing of these common shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the common shares covered by this prospectus.
A description of our capital stock, including the common shares, is contained in our Form 8-A12B, filed with the SEC on February 22, 2021 (File No. 001-40099), as amended and supplemented by the description of our common shares included in Exhibit 2.1 to our Annual Report on Form 20-F for the year ended September 30, 2022, filed with the SEC on December 27, 2022.
Our most recent Annual Report on Form 20-F provides a discussion of certain tax considerations that may be relevant to prospective investors in our securities. Any prospectus supplement to this prospectus may also contain information about certain material tax considerations relating to the securities covered by such prospectus supplement. Prospective investors should read the tax discussion in any prospectus supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.
| 9 |
We are registering the common shares offered by this prospectus on behalf of the Selling Shareholders. The Selling Shareholders, which, as used herein, includes donees, pledgees, transferees, or other successors-in-interest selling or distributing common shares or interests in common shares received after the date of this prospectus from the Selling Shareholders as a gift, pledge, partnership distribution, or other non-sale related transfer, may, from time to time, sell, transfer, or otherwise dispose of any or all of its common shares on any stock exchange, market or trading facility on which the common shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The common shares may be offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate.
The Selling Shareholders may use any one or more of the following methods when disposing of their shares:
● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
● block trades in which the broker-dealer will attempt to sell the common shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
● an exchange distribution in accordance with the rules of the applicable exchange;
● directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;
● settlement of short sales effected after the effective date of the registration statement of which this prospectus forms a part;
● in “at the market” offerings as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offering through sales agents;
● to or through underwriters, agents or broker-dealers;
● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
● broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share;
● a combination of any such methods of sale; and
● any other method permitted pursuant to applicable law.
In connection with the sale of common shares or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common shares in the course of hedging the positions they assumes. The Selling Shareholders may also sell common shares short and deliver these securities to close out its short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as amended to reflect such transaction).
The Selling Shareholders may, from time to time, pledge or grant a security interest in some or all of the common shares owned by such shareholder to a broker-dealer or other financial institution and, if the Selling Shareholders defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the common shares, from time to time, under this prospectus, or under an amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Shareholders to include the pledgee, transferee, or other successors in interest as Selling Shareholders under this prospectus.
If the common shares are sold through underwriters or broker dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The aggregate proceeds to the Selling Shareholders from the sale of the common shares offered by them will be the purchase price of the common shares less discounts or commissions, if any. The Selling Shareholders reserve the right to accept and, together with their respective agents from time to time, to reject, in whole or in part, any proposed purchase of common shares to be made directly or through agents. We will not receive any of the proceeds from this offering.
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Broker-dealers or agents engaged by the Selling Shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
The Selling Shareholders also may resell all or a portion of the common shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they meets the criteria and conforms to the requirements of those provisions.
The Selling Shareholders and any underwriters, broker-dealers, or agents that participate in the sale of our common shares or interests therein may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale of the common shares may be deemed to be underwriting discounts and commissions under the Securities Act. If the Selling Shareholders are deemed “underwriters” within the meaning of Section 2(a)(11) of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
To the extent required, the common shares to be sold, the respective purchase prices and offering prices, the names of any agents, dealers, or underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth, if appropriate, in a prospectus supplement, a free-writing prospectus or a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
The Selling Shareholders and any other persons participating in a distribution of the common shares covered by this prospectus will be subject to the applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of any of the common shares by the Selling Shareholders and any other such persons. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the common shares.
We will pay all expenses of the registration of the securities, including, without limitation, SEC filing fees and expenses of initial compliance with state securities or “blue sky” laws; provided, however, that the Selling Shareholders will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by them.
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This prospectus relates to (i) up to 21,052,632 Initial Debenture Shares; (ii) up to 1,804,511 Special Conversion Shares; and (iii) up to 40,000,000 Interest Shares, that the Selling Shareholders may sell in one or more offerings pursuant to the Agreements.
The registration of these common shares does not mean that the Selling Shareholders will sell or otherwise dispose of all or any of those securities. The Selling Shareholders may sell or otherwise dispose of all, a portion or none of such common shares from time to time. We do not know the number of common shares, if any, that will be offered for sale or other disposition by the Selling Shareholders under this prospectus. The Selling Shareholders identified below may currently hold or acquire our common shares in addition to the common shares registered hereby. In addition, the Selling Shareholders identified below may sell, transfer, assign or otherwise dispose of some or all of the common shares covered hereby in private placement transactions exempt from or not subject to the registration requirements of the Securities Act.
Convertible Debenture Private Placement
On December 5, 2023, the Subscribers entered into the Agreements, pursuant to which the Subscribers subscribed for and agreed to purchase a $30 million and $10 million principal amount of Debentures. The Transaction closed on December 15, 2023, and the Debentures were issued under the Indenture, which governs the Debentures.
The Debentures mature on December 15, 2028, and bear interest from and including the date of issuance at the rate of 10.0% per annum, payable in quarterly installments in arrears on August 31, November 30, February 28 and May 31 in each year, the first such interest payment to fall due on February 28, 2024. The Company shall satisfy its Interest Obligation on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on December 15, 2028) by delivering: (i) cash for that portion of the Interest Obligation equal to 7% per annum, calculated on the outstanding principal amount of the Debentures; and (ii) subject to applicable regulatory approval, Interest Shares for the balance of the Interest Obligation equal to 3% per annum, calculated on the outstanding principal amount of the Debentures.
Subject to the terms and conditions set forth in the Indenture, the Debentures are convertible, at the holder’s option, into common shares of the Company at the Conversion Price. During the Company Redemption Period, the Company may, at its option, redeem the Debentures, in whole or in part, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest up to the applicable redemption date. If the Company exercises the foregoing redemption right, the holder shall be entitled to exercise its conversion right prior to the expiration of such Company Redemption Period at the Special Conversion Price.
Pursuant to the Agreements, Gold Royalty agreed to file a registration statement, of which this prospectus forms a part, to register the resale of the Debenture Shares.
Relationship with the Selling Shareholders
The Transaction as it related to QRC is a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as QRC is a company whose chairman and CEO, Warren Gilman, is also a director of Gold Royalty.
The Transaction was exempt from the formal valuation and minority shareholder approval requirements available under MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction, insofar as it involves QRC, exceeded 25% of the Company’s market capitalization. The terms of the Transaction were reviewed and approved by Gold Royalty’s independent directors and approved unanimously by its board of directors, with Mr. Gilman abstaining as a result of his relationship to QRC.
To our knowledge, neither Taurus nor its pledgees, donees, transferees, assignees or other successors-in-interest have or have had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than their ownership of our common shares and the transaction described above.
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Information About Selling Shareholders Offering
The following table sets forth certain information with respect to the Selling Shareholders, including (i) the common shares beneficially owned by the Selling Shareholders prior to this offering, (ii) the number of common shares being offered by the Selling Shareholders pursuant to this prospectus and (iii) the Selling Shareholders’ beneficial ownership after completion of this offering, assuming that all of the common shares covered hereby (but none of the other common shares, if any, held by the Selling Shareholders) are sold.
We have prepared the following table based on information supplied to us by the Selling Shareholders on or prior to February 7, 2024, and we have not sought to verify such information. Ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC regarding beneficial ownership and include voting or investment power with respect to common shares. This information does not necessarily indicate beneficial ownership for any other purpose. The calculation of percentage of beneficial ownership is based on 145,723,244 common shares issued and outstanding as of February 7, 2024.
| Selling Shareholders | Total Number of Common Shares Owned Prior to This Offering | Percentage of Outstanding Common Shares Owned Prior to This Offering | Maximum Number of Common May Be Sold in This Offering | Number of Common Shares Owned Following This Offering | Percentage of Outstanding Common Shares Owned Following This Offering | ||||||||||||||||
| Queen’s Road Capital Investment Ltd. (1) | 16,430,855 | (3) | 10.136 | % | 47,142,857 | (5) | 641,381 | 0.4 | % | ||||||||||||
| Taurus Mining Royalty Fund L.P. (2) | 5,263,158 | (4) | 3.49 | % | 15,714,286 | (6) | 0 | 0 | % | ||||||||||||
| (1) | The securities are directly held by QRC. The address of QRC is Cheung Kong Centre, Suite 2006, 2 Queen’s Road Central, Hong Kong. |
| (2) | The securities are directly held by Taurus Mining Royalty Fund L.P. The address of Taurus is c/o Taurus Funds Management Pty Ltd, Suite 4101, Level 41, Gateway, 1 Macquarie Place, Sydney NSW 2000 Australia. |
| (3) | Represents 16,430,855 common shares consisting of (i) 15,789,474 Initial Debenture Shares issuable upon conversion of $30,000,000 Debenture at the Conversion Price and (ii) 641,381 common shares. |
| (4) | Represents 5,263,158 Initial Debenture Shares issuable upon conversion of $10,000,000 Debenture at the Conversion Price. |
| (5) | Represents (i) 15,789,474 Initial Debenture Shares issuable upon conversion of $30,000,000 Debenture at the Conversion Price, (ii) 1,353,383 Special Conversion Shares issuable upon QRC’s exercise of its conversion right at the Special Conversion Price, and (iii) 30,000,000 Interest Shares, which is a reasonable good-faith estimate of the maximum number of common shares that the Company believes are issuable as a payment of interest on the Debentures at the Interest Price. |
| (6) | Represents (i) 5,263,158 Initial Debenture Shares issuable upon conversion of $10,000,000 Debenture at the Conversion Price, (ii) 451,128 Special Conversion Shares issuable upon Taurus’ exercise of its conversion right at the Special Conversion Price, and (iii) 10,000,000 Interest Shares, which is a reasonable good-faith estimate of the maximum number of common shares that the Company believes are issuable as a payment of interest on the Debentures at the Interest Price. |
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Certain legal matters with respect to the validity of the offered securities under Canadian law will be passed upon for us by Sangra Moller LLP, Vancouver, British Columbia. Certain legal matters with respect to U.S. federal securities law and New York law will be passed upon for us by Haynes and Boone, LLP.
Our consolidated financial statements as of December 31, 2022, September 30, 2022, and September 30, 2021, and the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the three months ended December 31, 2022, and for the years ended September 30, 2022, and September 30, 2021, incorporated in this prospectus by reference to our transition report on Form 20-F for the transition period ended December 31, 2022, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report, given on the authority of such firm as experts in accounting and auditing. PricewaterhouseCoopers LLP, located at 250 Howe St Suite 1400, Vancouver, British Columbia V6C 3S7, is Gold Royalty’s independent registered public accounting firm and has been appointed as its independent auditor. PricewaterhouseCoopers LLP has confirmed that it is independent with respect to Gold Royalty within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct and in accordance with the applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board (United States).
The scientific and technical information incorporated by reference to the Annual Report on Form 20-F for the year ended September 30, 2022, and the Transition Report on Form 20-F for the transition period ended December 31, 2022, has been reviewed and approved by Alastair Still, P. Geo, who is our Director of Technical Service, as indicated therein in reliance upon the authority of such person’s expertise.
WHERE YOU CAN FIND MORE INFORMATION
The SEC maintains a website that contains reports and other information regarding issuers, such as us, that file electronically with the SEC. The address is www.sec.gov.
We are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers and under those requirements file reports with the SEC. Accordingly, we are required to file or furnish reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and from short-swing profit recovery provisions contained in Section 16 of the Exchange Act, among other things. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act.
We maintain a corporate website at www.goldroyalty.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file annual and special reports and other information with the SEC. These filings contain important information which does not appear in this prospectus. The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to other documents which we have filed or will file with the SEC. We are incorporating by reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities offered by this prospectus have been sold or de-registered:
| ● | The description of our common shares contained in our Form 8-A12B, filed with the SEC on February 22, 2021 (File No. 001-40099), as amended and supplemented by the description of our common shares included in Exhibit 2.1 to our Annual Report on Form 20-F for the year ended September 30, 2022, filed with the SEC on December 27, 2022; | |
| ● | Our Annual Report on Form 20-F for the year ended September 30, 2022, filed with the SEC on December 27, 2022 and our Transition Report on Form 20-F for the period from October 1, 2022 to December 31, 2022, filed with the SEC on March 27, 2023; and | |
| ● | Our Current Reports on Form 6-K furnished to the SEC on December 27, 2022, January 3, 2023, January 13, 2023, January 18, 2023, February 2, 2023, February 13, 2023, February 16, 2023, February 17, 2023, February 21, 2023, February 22, 2023, March 27, 2023, March 29, 2023, May 1, 2023, May 11, 2023, May 11, 2023, May 23, 2023, July 19, 2023, July 31, 2023, August 10, 2023, August 10, 2023, August 31, 2023, September 5, 2023, October 17, 2023, November 2, 2023, November 14, 2023, November 14, 2023, December 6, 2023, December 20, 2023, December 22, 2023, and December 22, 2023. |
We may also incorporate any other Form 6-K that we submit to the SEC on or after the date of this prospectus and prior to the termination of this offering if the Form 6-K filing specifically states that it is incorporated by reference into the registration statement of which this prospectus forms a part.
Any statement in this prospectus contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement in this prospectus or in any later filed document modifies or supersedes that statement. Any statement that is modified or superseded in this manner will no longer be a part of this prospectus, except as modified or superseded.
We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to Gold Royalty Corp., 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 4A2 and our telephone number is (604) 396-3066. Our website address is www.goldroyalty.com. Information contained in our website is not part of this prospectus.
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ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of Canada. Substantially all of our assets are located outside the United States. In addition, several of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets may be located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons or to enforce against them or against us, judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, investors should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us, our officers or directors, or other said persons, predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States; or (ii) would enforce, in original actions, liabilities against us or such directors, officers or experts predicated upon the United States federal securities laws or any securities or other laws of any state or jurisdiction of the United States.
In addition, there is doubt as to the applicability of the civil liability provisions of U.S. federal securities law to original actions instituted in Canada. It may be difficult for an investor, or any other person or entity, to assert U.S. securities laws claims in original actions instituted in Canada.
The following is an estimate, subject to future contingencies, of the expenses we may incur in connection with the issuance and distribution of the securities being registered. All amounts listed in the table below are estimates except the SEC registration fee.
| Expense | Estimated Amount | |||
| SEC registration fee | $ | 14,194.90 | ||
| FINRA filing fees | — | |||
| Printing expenses | — | |||
| Legal fees and expenses | $ | 50,000.00 | ||
| Accounting fees and expenses | $ | 7,500.00 | ||
| Miscellaneous costs | $ | 10,000.10 | ||
| Total | $ | 81,695.00 | ||
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Up to 21,052,632 Initial Debenture Shares
Up to 1,804,511 Special Conversion Shares
(and up to 40,000,000 Interest Shares issuable upon the payment of interest in respect thereof)
Offered by the Selling Shareholders
Prospectus
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. Indemnification of Directors and Officers.
Under the CBCA, Gold Royalty is permitted to indemnify its directors and officers and former directors and officers against costs and expenses, including amounts paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which they are made parties because of their position as directors or officers, including an action against Gold Royalty. In order to be entitled to indemnification under the CBCA, the director or officer must act honestly and in good faith with a view to the best interests of Gold Royalty, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer must have reasonable grounds for believing that his or her conduct was lawful.
Under its Bylaws, Gold Royalty shall, whenever required or permitted by the CBCA or otherwise by law, indemnify each director, each officer, each former director, each former officer and each person who acts or acted at Gold Royalty’s request as a director or officer or an individual acting in a similar capacity, of another entity, and his or her heirs and personal representatives, against all costs, charges and expenses, including, without limitation, each amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding to which he or she is made a party by reason of being or having been a director or officer of Gold Royalty or such other entity.
Gold Royalty has also entered into indemnification agreements with each of its current directors and officers. The indemnification agreements generally require that it indemnify and hold the indemnitees harmless to the greatest extent permitted by law for liabilities arising out of the indemnitees’ service to Gold Royalty as directors and officers, if the indemnitees acted honestly and in good faith with a view to the best interests of Gold Royalty and, with respect to criminal and administrative actions or other non-civil proceedings that are enforced by monetary penalty, if the indemnitee had reasonable grounds to believe that his or her conduct was lawful. The indemnification agreements also provide for the advancing of defense expenses to the indemnitees by Gold Royalty.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Gold Royalty pursuant to the foregoing provisions, Gold Royalty has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable
| II-1 |
ITEM 9. Exhibits.
* Filed herewith
** Previously filed
# Indicates management contract or compensatory plan
| II-2 |
Item 10. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, or the Securities Act; | |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement; |
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
(b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(d) to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.
| II-3 |
(e) that, for the purpose of determining any liability under the Securities Act to any purchaser:
| (i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | |
| (ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(f) that, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | any preliminary prospectus or prospectus of the undersigned registrant to the offering required to be filed pursuant to Rule 424; | |
| (ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; | |
| (iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
| (iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (1) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
| (2) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada on February 7, 2024.
| Gold Royalty CORP. | ||
| By: | /s/ David Garofalo | |
| Name: | David Garofalo | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
| /s/ David Garofalo | Chief Executive Officer, President (Principal | February 7, 2024 | ||
| David Garofalo | Executive Officer) and Chairman | |||
| /s/ Andrew Gubbels | Chief Financial Officer (Principal Financial | February 7, 2024 | ||
| Andrew Gubbels | Officer and Principal Accounting Officer) | |||
| * | Director | February 7, 2024 | ||
| Angela Johnson | ||||
| * | Director | February 7, 2024 | ||
| Ken Robertson | ||||
| * | Director | February 7, 2024 | ||
| Alan Hair | ||||
| * | Director | February 7, 2024 | ||
| Karri Howlett |
| *By: | /s/ David Garofalo | |
| David Garofalo | ||
| Attorney-in-Fact |
| II-5 |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of the registrant and has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-3 to be signed by the undersigned, thereunto duly authorized, on February 7, 2024.
| Puglisi
& Associates (Authorized Representative in the United States) | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
| II-6 |
Exhibit 4.11
Form of Debenture
Unless permitted under securities legislation, the holder of this security must not trade the security before <Insert date that is four (4) months and one (1) day after the Issuance Date>.
GOLD ROYALTY CORP.
(A corporation governed by the federal laws of Canada)
10.0% 2023 UNSECURED CONVERTIBLE DEBENTURES
Certificate No. ______
Principal Amount: $ __________
GOLD ROYALTY CORP. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the debenture indenture dated December 15, 2023 (together with all amendments, supplements, restatements and replacements thereof, the “Indenture”) between the Corporation and Odyssey Trust Company (the “Trustee”), promises to pay to [Name of registered holder to be inserted here] , the registered holder hereof on December 15, 2028 (the “Maturity Date”), or on such earlier date as the principal amount hereof may become due in accordance with the provisions of the Indenture the principal sum set out above in lawful money of the United States of America on presentation and surrender of this Debenture at the principal office of the Trustee in Vancouver, British Columbia, in accordance with the terms of the Indenture and, subject as hereinafter provided, to pay interest on the principal amount hereof from and including the date hereof, or from and including the last Interest Payment Date to which interest shall have been paid or made available for payment hereon, whichever is later, to but excluding the next Interest Payment Date at the rate of 10.0% per annum, in like money, payable in (quarterly instalments in arrears on August 31, November 30, February 28 and May 31 in each year, the first such interest payment to fall due on February 28, 2024 on a pro rata basis in respect of the applicable portion of such quarter, and the last such interest payment to fall due on the Maturity Date, payable after as well as before maturity and after as well as before default, demand and judgment, with interest on amounts in default at the same rate, compounded monthly and calculated daily based on a 360-day year consisting of twelve 30-day months.
The Corporation shall satisfy its Interest Obligation on each Interest Payment Date (including, for greater certainty, following conversion or redemption or on the Maturity Date) by delivering: (i) cash for that portion of the Interest Obligation equal to 7% per annum, calculated on the outstanding principal amount of the Debentures; and (ii) subject to applicable regulatory approval (including the approval of such stock exchange(s) on which the Shares are listed, if applicable), Freely Tradeable Shares for the balance of the Interest Obligation equal to 3% per annum, calculated on the outstanding principal amount of the Debentures. Notwithstanding anything in this paragraph to the contrary, (A) the Corporation shall be entitled to satisfy that portion of any Interest Obligation that is payable in Freely Tradeable Shares and that would otherwise have been due and payable on an Interest Payment Date during the Registration Period by delivery of such Freely Tradeable Shares to the Debentureholder on the first Business Day following the expiry of the Registration Period (and, for purposes of this Agreement, such date shall be deemed to be an Interest Payment Date solely with respect to the satisfaction of such Interest Obligation otherwise arising during the Registration Period by the delivery of such Freely Tradeable Shares) ); provided that, for certainty, that portion of any Interest Obligation arising during the Registration Period that is payable in cash shall be paid on the applicable Interest Payment Date during the Registration Period, (B) if, at any time after the expiry of the Registration Period, the Corporation is unable to issue Freely Tradeable Shares to satisfy that portion of any Interest Obligation that would otherwise be payable in Freely Tradeable Shares on any particular Interest Payment Date, such Interest Obligation shall be paid in cash on such Interest Payment Date, and (C) all interest on overdue amounts owing hereunder shall be paid in cash. The number of Freely Tradeable Shares issued to satisfy any Interest Obligation (including any Interest Obligation arising during the Registration Period) shall be calculated using a price per Share equal to the Current Market Price of such Shares determined as of the applicable Interest Payment Date. If the Current Market Price applicable on any particular Interest Payment Date is lower than the price required by the policies or rules of any applicable exchange or market as of the applicable date of determination, the number of Freely Tradeable Shares to be issued in satisfaction of the Corporation’s Interest Obligation on such Interest Payment Date shall be determined using the lowest price permitted by such exchange or market at such time of determination. If on the applicable Interest Payment Date, (i) the Corporation is not a reporting issuer (or its equivalent) in good standing under Applicable Securities Legislation where the distribution of such Freely Tradeable Shares would occur, (ii) the Shares are not listed on the NYSE-A, or (iii) applicable regulatory approvals (including the approval of such stock exchange(s) on which the Shares are listed, if applicable) required to issue Shares in satisfaction of part of the Corporation’s Interest Obligation or to have such Shares listed on the stock exchange(s) on which the Shares are then listed have not been obtained, the Corporation shall satisfy its entire Interest Obligation on such Interest Payment Date in cash. All interest paid in cash shall be payable by wire transfer of immediately available funds, or such other means as may be agreed to by the Trustee, to the registered holder hereof, subject to the provisions of the Indenture. If part of the Corporation’s Interest Obligation payable on an Interest Payment Date will be satisfied in Freely Tradeable Shares, the Corporation shall deliver or cause to be delivered such Freely Tradeable Shares to the Debentureholders accordingly. If the Corporation shall make payment of the Interest Obligation directly to the Debentureholder, the Corporation shall within one day of such Interest Payment Date, provide confirmation as required above by Officer’s Certificate and also confirm the payments made, including details of such payments to the Debentureholders and to the Trustee. The Corporation will at all times reserve and keep available out of its authorized Shares, the maximum aggregate number of Freely Tradeable Shares potentially issuable for the purpose of payment of all Interest Obligations due hereunder on all Interest Payment Dates. If the Corporation does not, or cannot, deliver Freely Tradeable Shares in accordance with this paragraph 2.3(c) to satisfy any applicable Interest Obligation when due hereunder, such entire Interest Obligation shall be satisfied in cash on the applicable Interest Payment Date.
This Debenture is one of the Debentures of the Corporation issued or issuable under the provisions of the Indenture. The authorized principal amount of the Debentures is limited to an aggregate principal amount of $40,000,000 in lawful money of the United States of America. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Debentures are to be issued and held and the rights and remedies of the holders of the Debentures and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Debenture by acceptance hereof assents.
The Debentures are issuable only in denominations of $1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, this Debenture may be exchanged for an equal aggregate principal amount of Debentures in any other authorized denomination or denominations.
The Corporation will pay to the Debentureholder such Additional Amounts as may become payable under Section 2.11 of the Indenture.
Subject to any applicable regulatory approval (including the approval of such stock exchange(s) on which the Shares are listed, if applicable), the whole, or if this Debenture is in a denomination in excess of $1,000 any part of which is $1,000 or an integral multiple thereof, of the principal of this Debenture is convertible, at the option of the holder hereof, upon surrender of this Debenture at the principal office of the Trustee in the City of Vancouver, British Columbia, at any time prior to 5:00 p.m. (Vancouver time) on the earlier of the Business Day preceding the Maturity Date and the Business Day immediately preceding the date specified by the Corporation for redemption or conversion of this Debenture, into Freely Tradeable Shares (subject to Article 5 of the Indenture) (without adjustment to the Conversion Price for distributions on Shares issuable on conversion or for interest accrued on the Debentures surrendered for conversion) at a conversion price of $1.90 per Share, being a rate of 1,880 Shares for each $1,000 principal amount of Debentures (the “Conversion Price”), all subject to the terms and conditions and in the manner set forth in the Indenture. The Indenture makes provision for the adjustment of the Conversion Price in the events therein specified. No fractional Shares will be issued on any conversion but in lieu thereof, the Corporation will satisfy such fractional interest by a cash payment equal to the Current Market Price of such fractional interest or determined in accordance with the Indenture.
The Debentures shall be redeemable by the Corporation in accordance with the terms of Article 4 of the Indenture, provided that the Debentures will not be redeemable prior to December 15, 2026, except in the event of the satisfaction of certain conditions after a Change of Control or upon request of the Debentureholders pursuant to Section 2.3(m) of the Indenture. From December 15, 2026 and prior to December 29, 2026, the Debentures shall be redeemable, in whole at any time, or in part from time to time, at the option of the Corporation on notice as provided for in the Indenture at a redemption price equal to the principal amount thereof plus accrued and unpaid interest up to the Redemption Date. If the Corporation exercises its redemption right pursuant to Section 2.3(k) of the Indenture, the holder shall be entitled to exercise its conversion right under Section 2.3(e) of the Indenture during a specified 14 day period.
Upon the occurrence of a Change of Control, the Corporation has the right (but not the obligation) to redeem, on the terms and conditions set out in the Indenture, all (and not less than all) of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or prior to December 15, 2026, 130% of the principal amount thereof and (B) if the Change of Control occurred after December 15, 2026, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on the Debenture up to, but excluding, the Change of Control Redemption Date.
Provided that the Corporation has not exercised the Change of Control Redemption Right, upon completion of a Change of Control pursuant to paragraphs (i) or (ii) of such definition, but without any requirement that such Change of Control pursuant to paragraphs (i) or (ii) of such definition occur contemporaneously, the Corporation is required to make an offer to purchase, on the terms and conditions set out in the Indenture, all or any part of this Debenture in accordance with the requirements of Applicable Securities Legislation in cash at a price equal to (A) if the Change of Control occurred on or prior to December 15, 2026, 130% of the principal amount thereof and (B) if the Change of Control occurred after December 15, 2026, 115% of the principal amount thereof, plus, in each case, accrued and unpaid interest, if any, on this Debenture up to, but excluding, the CC Redemption Date, provided that the Corporation has decided to not exercise the Change of Control Redemption Right.
From and after the announcement by the Corporation of a Change of Control that is recommended by the Board of Directors of the Corporation, and subject to the terms on conditions set out in the Indenture, the Corporation shall have a right to require the holder of this Debenture to convert the whole or any part of this Debenture into Shares at the Conversion Price.
Subject to the restrictions on transfer set forth in the Indenture, if an Offer for all of the outstanding Debentures is made and, subject to the terms and conditions set out in the Indenture, the Offer is accepted by holders of Debentures representing at least 90% of the outstanding principal amount of the Debentures (other than Debentures held by or on behalf of the Offeror or an Affiliate or Associate of the Offeror), and the Offeror is bound to take up and pay for, or has taken up and paid for the Debentures of the Debentureholders who accepted the Offer, the Offeror will be entitled to acquire, for the same consideration per Debenture payable under the Offer, the Debentures held by Debentureholders who did not accept the Offer.
The indebtedness evidenced by this Debenture is a direct unsecured obligation of the Corporation, and will rank equally with all other Debentures and with all other unsecured and unsubordinated indebtedness of the Corporation except as prescribed by law. Except as specifically provided in Section 2.3(p) of the Indenture, the Indenture does not limit the Corporation from incurring additional indebtedness that ranks senior to the Debentures, or from mortgaging, pledging or charging the Corporation’s properties to secure any indebtedness.
The principal hereof may become or be declared due and payable before the stated maturity in the events, in the manner, with the effect and at the times provided in the Indenture.
The Indenture contains provisions making binding upon all Debentureholders outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Debentures outstanding, which resolutions or instruments may have the effect of amending the terms of this Debenture or the Indenture. Further, in certain cases, the holders of not less than a majority in principal amount of Debentures then outstanding may, on behalf of all Debentureholders, waive an Event of Default and/or cancel a declaration of acceleration upon such terms and conditions as such holders shall prescribe.
This Debenture may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in Vancouver, British Columbia and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Debenture shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Debenture for cancellation. Thereupon a new Debenture or Debentures in the same aggregate principal amount shall be issued to the transferee in exchange hereof.
This Debenture shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture.
The Indenture and this Debenture shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
Capitalized words or expressions used in this Debenture shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event that the terms and conditions stated in this Debenture conflict, or are inconsistent with, the terms and conditions of the Indenture, the Indenture shall prevail and take priority.
IN WITNESS WHEREOF GOLD ROYALTY CORP. has caused this Debenture to be signed by its authorized signatory as of the day of , 202____.
| GOLD ROYALTY CORP. | ||
| By: | ||
| Authorized Signatory | ||
DEBENTURE TRUSTEE’S CERTIFICATE This Debenture is one of the 10.0% 2010 Unsecured Convertible Debentures referred to in the Indenture within mentioned. Dated: ___________________ ODYSSEY TRUST COMPANY | ||
| BBy: | ||
| (Authorized Officer) | ||
ASSIGNMENT – SCHEDULE I
FOR VALUE RECEIVED, the undersigned registered holder of this Debenture hereby sells, assigns and transfers unto _____________________________________, whose address and social insurance number, if applicable, are set forth below, this 10.0% 2023 Unsecured Convertible Debenture bearing Certificate No. _____ (the “Debenture”) (or $________________ principal amount hereof*) of GOLD ROYALTY CORP. (the “Corporation”) standing in the name(s) of the undersigned in the register maintained by the Corporation with respect to such Debenture and does hereby irrevocably authorize and direct __________________________ to transfer such Debenture in such register, with full power of substitution in the premises.
☐ If transfer is to any entity that is not an affiliate of the holder hereof, check this box. Corporation written consent shall be required pursuant to Section 3.1 of the Indenture. Date: _________________________________________
Address
of Transferee: ___________________________ (Street Address, City, Province and Postal Code)
Social Insurance Number of Transferee, if applicable: ____
*If less than the full principal amount of the within Debenture is to be transferred, indicate in the space provided the principal amount (which must be $1,000 or an integral multiple thereof, unless you hold a Debenture in a non-integral multiple of $1,000, in which case such Debenture is transferable only in its entirety) to be transferred.
1. The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.
2. The registered holder of this Debenture is responsible for the payment of any documentary, stamp or other transfer taxes that may be payable in respect of the transfer of this Debenture.
|
CONVERSION NOTICE – SCHEDULE II
TO: GOLD ROYALTY CORP. Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture mentioned below, unless otherwise indicated.
The undersigned registered holder of this Debenture bearing Certificate No. _____ irrevocably elects to convert this Debenture (or $_________________ principal amount hereof*) in accordance with the terms of the Indenture and tenders herewith this Debenture, and, if applicable, directs that the Shares of GOLD ROYALTY CORP. issuable upon a conversion be issued and delivered to the person indicated below. (If Shares are to be issued in the name of a person other than the holder of this Debenture, all requisite transfer taxes must be tendered by the undersigned).
Conversion Price: $1.88 per Share. _______________________________________________
*If less than the full principal amount of this Debenture, indicate in the space provided the principal amount (which must be $1,000 or integral multiples thereof).
NOTE: If Shares are to be issued in the name of a Person other than the holder, the Assignment form attached to this Debenture certificate must be completed and executed which signature must be guaranteed on such Assignment form in the manner set out on such form.
(Print name in which Shares are to be issued, delivered and registered)
Name: _______________________________________________
| ||
| Signature of Guarantor | |||
| Authorized Officer | Signature of Transferring | ||
Registered Holder
|
|||
| Guarantor’s Name and Stamp | |||
Exhibit 4.12
INVESTMENT AGREEMENT
TO: GOLD ROYALTY CORP.
The undersigned (the “Subscriber”) subscribes for and agrees to purchase (i) US$_______________ principal amount of 10.0% unsecured convertible debentures (the “Subscribed Debentures”) of Gold Royalty Corp. (the “Corporation”) at a purchase price of US$_______________ (the “Subscription Price”), all on and subject to the “Terms and Conditions of Investment” attached to and forming part of this investment agreement (the “Agreement”).
| Subscriber Signature | Number of Securities: | ||
| US$_______________ principal amount of Subscribed Debentures | |||
| (Name of Subscriber - please print) | |||
| Aggregate Subscription Price: | |||
| By: | |||
| (Authorized Signature) | Subscribed Debentures: US$_______________ | ||
| (Official Capacity or Title - please print) | |||
| Please print name of individual whose signature appears above if different than the name of the Subscriber printed above. | |||
| ii |
Subscriber Information |
Beneficial Subscriber Information | |
| If the Subscriber is signing as agent for a principal and is not a trust company or a portfolio manager, in either case, purchasing as trustee or agent for accounts fully managed by it, complete the following: | ||
| (Subscriber’s Name) | ||
(Subscriber’s Address) |
(Name of Principal) | |
| (Telephone Number) | (Principal’s address) | |
| (Fax Number) | ||
| (Email Address) | (Telephone Number) | |
|
|
||
Number and type of securities of the Corporation currently owned: |
(Fax Number) | |
| (Email Address) |
Register the Securities as set forth below: |
Deliver the Securities as set forth below: | |
| (Name) | (Name) | |
| (Address) | (Address) | |
| iii |
to be completed by the corporation only
The Corporation accepts the subscription on the terms and conditions of this Agreement, including the attached “Terms and Conditions of Investment”.
| Date: |
| GOLD ROYALTY CORP. | ||
| By: | ||
Authorized Signing Officer |
||
Official Capacity or Title: |
||
Terms and Conditions of Investment
Section 1 Terms of the Offering
The subscription pursuant to this Agreement consists of the issuance and sale (the “Offering”) of an aggregate of US$_______________ principal amount of 10.0% unsecured convertible debentures, convertible into common shares of the Corporation (each, a “Common Share”) at a price of US$1.90 per Common Share.
The Subscriber is subscribing for the Subscribed Debentures. As used in this Agreement, “Securities” means the Subscribed Debentures and the Common Shares into which the Subscribed Debentures may be converted (the “Underlying Shares”), the Common Shares issued in satisfaction of the Establishment Fee, if any (as defined below) (the “Establishment Fee Shares”), and the Common Shares that will be issued from time to time in partial satisfaction of the Interest Obligation (as defined in the Subscribed Debentures) owing from time to time pursuant to the Subscribed Debentures (the “Interest Shares” and, together with the Underlying Shares, the “Debenture Securities”), collectively or individually, as the context requires.
The Subscribed Debentures will be created and issued pursuant to a trust indenture (the “Indenture”), substantially in the form set forth in Schedule B, to be entered into between the Corporation and Computershare Trust Company of Canada to be dated as of the Closing Date (as defined below). The specific attributes of the Subscribed Debentures are as set forth in the Indenture.
Section 2 Closing
The completion of the offer, sale and issuance of the Subscribed Debentures and the Establishment Fee Shares as contemplated by this Agreement (the “Closing”) will occur on December 15, 2023 at 8:30 a.m. (Vancouver time) or such other date and/or time as may be determined by the Subscriber and the Corporation (the “Closing Date” and the “Time of Closing”, respectively), subject to satisfaction or waiver by the relevant party of the conditions of closing.
The Establishment Fee Shares issued under this Agreement will be represented by Direct Registration System advices (“DRS Advices”) and the Subscribed Debentures will be represented in certificated form only. DRS Advices representing the Establishment Fee Shares and the certificate(s) representing the Subscribed Debentures will be registered in the name of the Subscriber and delivered to the Subscriber at the Time of Closing upon satisfaction of the conditions of Closing described below.
Section 3 Conditions of Closing
The offer, sale and issuance of the Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Time of Closing:
| (a) | The following conditions which are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation in its sole discretion: |
| (i) | the Subscriber delivering a fully completed and duly executed copy of this Agreement; | |
| (ii) | the Subscriber delivering a duly executed copy of an investor rights agreement (the “Investor Rights Agreement”) between the Corporation and the Subscriber, substantially in the form set forth in Schedule C; | |
| (iii) | the Subscriber delivering fully completed and duly executed copies of all other documentation contemplated by this Agreement; | |
| (iv) | evidence of completed wire transfer as specified on Schedule A representing the aggregate Subscription Price payable for the Subscribed Debentures subscribed for by the Subscriber; | |
| (v) | the offer, sale and issuance of the Securities being exempt from the prospectus requirements of Applicable Securities Laws. As used in this Agreement, “Applicable Securities Laws” means any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable in British Columbia, the United States of America, and the jurisdictions in which the Securities will be offered, sold and issued; |
| (vi) | the Subscriber executing and delivering to the Corporation all reports, undertakings or other documents required under Applicable Securities Laws in connection with the offer, sale and issuance of the Securities to the Subscriber; | |
| (vii) | the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulators necessary to complete the offer, sale and issuance of (A) the Subscribed Debentures and the Establishment Fee Shares and (B) the Underlying Shares. As used in this Agreement, “Regulator” means (I) any governmental or public entity department, court, commission, board, bureau, agency or instrumentality, (II) any quasi-governmental, self regulatory or private body exercising any regulatory authority under Applicable Securities Laws and (III) the NYSE-American, and any other stock exchange having jurisdiction; | |
| (viii) | the representations and warranties of the Subscriber contained in this Agreement having been true and correct as of the date of this Agreement and being true and correct at the Time of Closing; | |
| (ix) | all documentation relating to the offer, sale and issuance of the Securities being in form and substance satisfactory to the Corporation; and | |
| (x) | none of the Offering nor any other of the transactions or Documents contemplated by this Agreement shall need to be approved by the Corporation’s shareholders pursuant to Applicable Securities Laws or as a condition to being approved by a Regulator. |
| (b) | The following conditions which are for the exclusive benefit of the Subscriber and may be waived, in whole or in part, by the Subscriber in its sole discretion: |
| (i) | the representations and warranties of the Corporation contained in this Agreement having been true and correct as of the date of this Agreement and being true and correct at the Time of Closing; | |
| (ii) | the NYSE-American approving the issuance and sale of the Securities and the listing of the Underlying Shares and the Establishment Fee Shares; | |
| (iii) | all documentation relating to the offer, sale and issuance of the Securities, including the Indenture, the Investor Rights Agreement, corporate resolutions and closing certificates, being in form and substance satisfactory to the Subscriber; | |
| (iv) | the Corporation delivering (i) duly executed copies of the Indenture and the Investor Rights Agreement, and (ii) certificates representing the Subscribed Debentures and the DRS Advices representing the Establishment Fee Shares, each duly registered in the name of the Subscriber; | |
| (v) | the Corporation delivering fully completed and duly executed copies of all other documentation contemplated by this Agreement; | |
| (vi) | the Subscriber receiving at the Time of Closing legal opinions addressed to it, in form and substance acceptable to it and its counsel, acting reasonably, by Sangra Moller LLP, counsel to the Corporation (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Corporation as to matters governed by the laws of local jurisdictions and on certificates of officers of the Corporation) as to: |
| (A) | the Corporation being duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; |
| (B) | the Corporation having the corporate power and capacity to own its properties and assets and to carry on its respective business and the Corporation having the corporate power and capacity to execute and deliver this Agreement the Indenture and the Investor Rights Agreement (the “Documents”) and to perform its obligations hereunder and thereunder and to create and issue the Securities; | |
| (C) | the authorized capital of the Corporation; | |
| (D) | the execution and delivery of the Documents and the performance of the transactions contemplated thereby (including the creation, issuance and sale of the Securities) not resulting in a breach of applicable law or any of the terms, conditions or provisions of the notice of articles and articles of the Corporation; | |
| (E) | all necessary corporate action having been taken by the Corporation to authorize the execution and delivery by it of each of the Documents and the performance of its obligations thereunder; | |
| (F) | Odyssey Trust Company having been duly appointed as trustee under the Indenture; | |
| (G) | All necessary corporate action having been taken by the Corporation to authorize (I) the creation, issue and sale of the Subscribed Debentures; (II) the reservation and issuance of the Underlying Shares in accordance with their terms; and (III) the issuance of the Establishment Fee Shares; | |
| (H) | the certificate(s) representing the Subscribed Debentures having been validly authorized, issued and executed by the Corporation and duly authenticated by the Trustee and, upon the Corporation receiving payment of the Subscription Price, the Subscribed Debentures being validly issued; | |
| (I) | upon the conversion of the Subscribed Debentures in accordance with their terms, the Underlying Shares being validly issued and outstanding as fully paid and non-assessable Common Shares; | |
| (J) | upon each payment of Interest Shares pursuant to the Subscribed Debentures, the Interest Shares being validly issued and outstanding as fully paid and non-assessable Common Shares; | |
| (K) | upon the Corporation receiving payment of the Subscription Price, the Establishment Fee Shares being validly issued and outstanding as fully paid and non-assessable Common Shares, evidenced by the DRS Advices and registered in the name of the Subscriber; | |
| (L) | the form of the certificate(s) representing the Subscribed Debentures complying in form and substance with the provisions of the Indenture; | |
| (M) | no registration, filing or recording of, or with respect to, the Indenture being necessary in order to preserve or protect the validity or enforceability of the Indenture or the Subscribed Debentures issued thereunder; |
| (N) | the issuance and sale of the Subscribed Debentures and the Establishment Fee Shares being exempt from the prospectus requirements of Applicable Securities Laws in British Columbia; | |
| (O) | the issuance and sale of the Underlying Shares in accordance with their terms being exempt from the prospectus requirements of Applicable Securities Laws in British Columbia; | |
| (P) | the first trade of the Securities; and | |
| (Q) | each of the Documents, the certificate(s) representing the Subscribed Debentures and the DRS Advices constituting a legal, valid and binding obligation of the Corporation, enforceable in accordance with its terms (subject to the usual exceptions); |
| (vii) | since July 25, 2023, no material adverse change shall have occurred in the assets, properties, operations, business, liabilities (actual or contingent) or condition (financial or otherwise) of the Corporation; and | |
| (viii) | since July 25, 2023, there shall not have developed, occurred or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which in the opinion of the Subscriber, acting reasonably and in good faith, seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation. |
Section 4 Acknowledgments of the Subscriber
The Subscriber acknowledges that:
| (a) | An investment in the Securities is not without risk and the Subscriber may lose HIS, HER OR ITS entire investment; | |
| (b) | The offer, sale and issuance of the Securities is exempt from the prospectus requirements of Applicable Securities Laws and, as a result: (i) the Subscriber may not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Laws, (ii) the Subscriber is restricted from using most of the protections, rights and remedies available under Applicable Securities Laws, including statutory rights of rescission or damages, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under Applicable Securities Laws; | |
| (c) | No prospectus or registration statement has been filed with any Regulator in connection with the Offering and no Regulator has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Securities; | |
| (d) | The Securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and are being offered and sold in transactions not subject to such registration requirements, and therefore the Securities may not be offered or sold in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “United States”) or to, or for the account or benefit of, a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States) or a person in the United States, except pursuant to an effective registration statement under the U.S. Securities Act or in compliance with an available exemption from the registration requirements under the U.S. Securities Act and any applicable state securities laws; |
| (e) | The Corporation is required to file a report of trade with all applicable Regulators containing personal information about the Subscriber. This report of trade will include the full name, residential address and telephone number of the Subscriber, the number and type of securities purchased, the total purchase price paid for such securities, the date of the Closing and the prospectus exemption relied upon under Applicable Securities Laws to complete such purchase. The Corporation may also be required pursuant to Applicable Securities Laws to file this Agreement on SEDAR+ or on EDGAR. By completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this Section 4(e) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Regulators and (ii) the filing of this Agreement on SEDAR+; | |
| (f) | The Subscribed Debentures are being offered on a “private placement” basis and the Subscribed Debentures are not and will not be listed on the NYSE-American or any other stock exchange; and | |
| (g) | The certificates representing the Subscribed Debentures, and the DRS Advices representing the Establishment Fee Shares and the Underlying Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods), if any, will bear the following legends: |
“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].”
“THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES EXCEPT IN ACCORDANCE WITH THE PROVISIONS REGULATION S, PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; AND THAT HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”
Section 5 Representations and Warranties of the Subscriber
The Subscriber represents and warrants as follows to the Corporation at the date of this Agreement and at the Time of Closing and acknowledges and confirms that the Corporation is relying on such representations and warranties in connection with the offer, sale and issuance of the Securities to the Subscriber:
| (a) | The Subscriber has knowledge in financial and business matters, is capable of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of such investment even if the entire investment is lost; | |
| (b) | The Subscriber has not been provided with a prospectus, an offering memorandum or any other document in connection with its subscription for Securities and the Subscriber’s decision to subscribe for Subscribed Debentures and execute this Agreement has not been based on, and the Subscriber has not relied on, any verbal or written representation as to the facts made by or on behalf of the Corporation or any employee or agent of the Corporation and has been based entirely on this Agreement, the Term Sheet and the other Documents; | |
| (c) | The distribution of the Securities has not been made through, or as a result of, and is not being accompanied by a general solicitation or general advertising, including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over radio or television, or (ii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising; |
| (d) | The Subscriber is knowledgeable of, or has been independently advised as to, the Applicable Securities Laws which would apply to this Agreement. The Subscriber is eligible to purchase or receive the Securities pursuant to an exemption from the prospectus requirements of Applicable Securities Laws. The Applicable Securities Laws of a jurisdiction outside of Canada in which the Subscriber might be subject do not require the Corporation to file a prospectus, offering memorandum or similar document or to register or qualify the distribution of the Securities, or for the Corporation to be registered with or to make any filings or seek any approvals of any kind whatsoever from any governmental or regulatory authority of any kind whatsoever in such jurisdiction outside of Canada. The delivery of this Agreement, the acceptance of it by the Corporation and the issue of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Corporation to become subject to or comply with any continuous disclosure, prospectus or other periodic filing or reporting requirements under any such applicable laws; | |
| (e) | The Subscriber was offered the Securities in, and is resident in, the jurisdiction set out as the “Subscriber’s Address” on the first page of this Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Securities to the Subscriber; | |
| (f) | The Subscriber does not act jointly or in concert with any other person for the purposes of the acquisition of the Securities; | |
| (g) | The Subscriber is not in the United States or a U.S. Person, did not receive an offer to acquire the Securities within the United States, is not acquiring the Securities for the account of or benefit of a U.S. Person or a person in the United States, and did not execute this Agreement or otherwise place its order to purchase the Securities from within the United States; | |
| (h) | The Subscriber has been independently advised as to and is aware of the resale restrictions under Applicable Securities Laws with respect to the Securities, including any Common Shares issued on conversion of the Subscribed Debentures, and acknowledges receipt of a written notice of the legend(s) or restriction(s) notation applicable to the resale of the Securities; | |
| (i) | The Subscriber has not received, nor does it expect to receive any financial assistance from the Corporation, directly or indirectly, in respect of the Subscriber’s purchase of Securities; | |
| (j) | No person has made any oral or written representations to the Subscriber: (i) that any person will resell or repurchase; (ii) that any person will refund the purchase price of the Securities; or (iii) as to the future value or price of any of the Securities; | |
| (k) | The Subscriber (i) has the legal capacity and competence to execute, deliver and perform its obligations under this Agreement; and (ii) the execution and delivery of and performance by the Subscriber of this Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber; | |
| (l) | If the Subscriber is subscribing on its own behalf, this Agreement has been duly executed and delivered by the Subscriber, and constitutes a legal, valid and binding agreement of the Subscriber enforceable against him, her or it in accordance with its terms; | |
| (m) | The Subscriber was not created, and is not being used, solely to purchase or hold securities without a prospectus in reliance on an exemption from the prospectus requirements provided for in Applicable Securities Laws; | |
| (n) | The execution and delivery of and performance by the Subscriber of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of the Subscriber’s constating documents or by-laws, if applicable, or any other contract, agreement, instrument, undertaking or covenant to which the Subscriber is a party or by which it is bound; |
| (o) | The Subscriber has obtained such legal and tax advice as it considers appropriate in connection with the offer, sale and issuance of the Securities and the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement, and the Subscriber is not relying on the Corporation or its affiliates or counsel in this regard; | |
| (p) | There are no agreements, commitments or understandings between the Subscriber and any of its insiders regarding the transactions contemplated herein or the securities of the Corporation; | |
| (q) | The funds representing the aggregate Subscription Price advanced by the Subscriber are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). To the best of the Subscriber’s knowledge none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA and shall promptly notify the Corporation if the Subscriber discovers that any of the foregoing representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith; | |
| (r) | Neither the Subscriber nor any of its beneficial owners, appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or in the Annex to United States Executive Order 13224 - Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, nor are they otherwise a prohibited party under the laws of the United States, and the monies used to fund the Subscription Price are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country (i) under a U.S. embargo enforced by the Office of Foreign Assets Control, (ii) that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering, or (iii) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern”; | |
| (s) | the Subscriber does not know or have any reason to suspect that (i) the monies used to fund the Subscription Price have been or will be derived from or related to any illegal activities, (ii) the proceeds earned by the Subscriber from its investment will be used to finance any illegal or illegitimate activities, or (iii) the monies used to fund the Subscription Price are being tendered on behalf of a person or entity who has not been identified to the Subscriber; and | |
| (t) | the Subscriber shall, subject to applicable laws, promptly use commercially reasonable efforts to provide evidence within the control of the Subscriber to verify the accuracy of the foregoing representations and warranties at any time or times as the Corporation reasonably requires. |
Section 6 Covenants of the Subscriber
| (1) | The Subscriber will comply with Applicable Securities Laws concerning the subscription, purchase, holding and resale of the Securities and will consult with its legal advisers with respect to complying with resale restrictions under Applicable Securities Laws with respect to the Securities. |
| (2) | The Subscriber will execute, deliver, file and otherwise assist the Corporation in filing any reports, undertakings and other documents required under Applicable Securities Laws in connection with the offer, sale and issuance of the Securities. |
| (3) | The Subscriber consents to the release by the Corporation of certain information regarding this subscription, including the Subscriber’s name, address and the number of Securities purchased, for the sole purpose of complying with securities and tax regulatory policies of regulatory authorities in the applicable jurisdictions. |
Section 7 Representations and Warranties of the Corporation
The Corporation represents and warrants as follows to the Subscriber at the date of this Agreement and at the Time of Closing and acknowledges and confirms that the Subscriber is relying upon such representations and warranties in connection with the offer, sale and issuance of the Securities to the Subscriber:
| (a) | The Corporation and its wholly-owned subsidiaries are incorporated or organized and existing in good standing under the laws of their respective jurisdictions in which they are existing as of the date hereof; | |
| (b) | The execution, delivery and performance by the Corporation of this Agreement have been authorized by all necessary corporate action on the part of the Corporation; | |
| (c) | Each of the Documents has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation enforceable against it in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction; | |
| (d) | The Corporation has complied with all Applicable Securities Laws in connection with the offer, sale and issuance of the Securities; | |
| (e) | All material information concerning the Corporation filed by or on behalf of the Corporation under its profile on SEDAR+ (including, without limitation, annual reports, annual information forms, quarterly reports, annual and interim financial information, proxy statement and information circulars, current reports and material change reports, technical reports, press releases and all other documents filed by or on behalf of the Corporation under the Corporation’s profile on SEDAR+) (the “Public Record”): |
| (i) | is true, correct and complete in all material respects; | |
| (ii) | does not exclude any information that has been filed on a confidential basis and which remains confidential as at the date hereof; and | |
| (iii) | does not contain any misrepresentations (as such term is defined under Applicable Securities Laws in British Columbia), as at the respective dates on which such information was prepared. |
The Corporation is not in possession of any undisclosed material information regarding the Corporation, its assets or the Securities, which it would be required to disclose under Applicable Securities Laws;
| (f) | The Corporation is the holder of the royalty and stream interests (the “Royalty and Stream Interests”) disclosed in the Public Record, and each of the agreements under which the Corporation has acquired the Royalty and Stream Interests (the “Royalty and Stream Interest Agreements”) is valid, subsisting, in good standing and in full force and effect, in accordance with the terms thereof. The Corporation has performed all material obligations in a timely manner under, and is in material compliance with, all terms, conditions and covenants contained in the Royalty and Stream Interest Agreements, and has not received any notification from any party claiming that the Corporation is in breach, violation or default of any material term, condition or covenant contained in the Royalty and Stream Interest Agreements and, to the knowledge of the Corporation, no other party to the Royalty and Stream Interest Agreements is in breach, violation or default of any material term, condition or covenant contained therein, except, in each instance with respect to each representation and warranty provided in this paragraph (f), as would not be expected to result in a material adverse effect on the business of the Corporation and its subsidiaries, taken as a whole, or as otherwise disclosed in the Public Record. |
| (g) | To the knowledge of the Corporation, including based on its due diligence review in connection with entering into the Royalty and Stream Interest Agreements and in respect of the Royalty and Stream Interests, there is no material fact or circumstance, or any suit, action or proceeding pending or threatened relating to the Royalty and Stream Interests or relating to the mineral properties or assets underlying the Royalty and Steam Interests that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Corporation and its subsidiaries, taken as a whole. | |
| (h) | To the knowledge of the Corporation, there is no agreement, option or any other right or obligation binding upon, or which at any time in the future may become binding upon, the Corporation requiring it to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Royalty and Stream Interests, other than pursuant to its existing senior credit facility. | |
| (i) | To the knowledge of the Corporation, in respect of the mineral properties or assets underlying its Royalty and Stream Interests: |
| (i) | all exploration, development and other actions and operations in respect of the mineral properties or assets underlying the Royalty and Stream Interests have been conducted in compliance with all applicable laws in all material respects and there have been no material claims of, complaints of, notices of, or prosecutions for an offence alleging, non-compliance with any applicable laws in respect of the mineral properties or assets underlying the Royalty and Stream Interests; | |
| (ii) | no part of the mineral properties or assets underlying the Royalty and Stream Interests have been taken, revoked, condemned or expropriated by any Regulator nor has any written notice or proceeding in respect thereof been given, commenced or threatened or is pending, nor does the Corporation have any knowledge of the intent or proposal to give any such notice or commence any such proceeding; and | |
| (iii) | there are no actions, proceedings, inquiries, disruptions, protests, blockades or initiatives by non-governmental organizations or activist groups that are ongoing or threatened which could reasonably be expected to materially and adversely affect the ability to explore, develop or otherwise operate the mineral properties or assets underlying the Royalty and Stream Interests. |
| (j) | The Corporation is in material compliance with the provisions of NI 43-101, has filed all technical reports required thereby and, to the extent required by NI 43-101, there is a current technical report in respect of each mineral property in respect of which the Corporation holds material Royalty and Stream Interests. The scientific and technical information set forth in the documents disclosed in the Public Record has been reviewed and verified by a “qualified person” as required under NI 43-101. | |
| (k) | The financial statements of the Corporation included in the Public Record present fairly in all material respects the financial condition, results of operations and cash flows of the Corporation and its wholly-owned subsidiaries on a consolidated basis as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of Applicable Securities Laws and have been prepared in conformity with Canadian generally accepted accounting principles or international financial reporting standards, as the case may be, in each case applied on a consistent basis throughout the periods involved; and |
| (l) | No action, suit or proceeding by or before any Regulator or any arbitrator, involving the Corporation or any of its wholly-owned subsidiaries, its property or property of its wholly-owned subsidiaries is pending or, to the knowledge of the Corporation, threatened that could reasonably be expected to result in any material adverse change in the assets, properties, operations, business, liabilities (actual or contingent) or condition (financial or otherwise) of the Corporation and its wholly-owned subsidiaries, taken as a whole. |
Section 8 Covenants of the Corporation
| (a) | The Corporation will, within the required time, file with the Regulators any documents, reports and information, in the required form, required to be filed by Applicable Securities Laws or by the rules and policies of a Regulator in connection with the Offering, together with any applicable filing fees and other materials, including without limitation any documents or fees required to satisfy any conditions set out in the NYSE-American’s approval of the listing of the Underlying Shares, the Interest Shares and the Establishment Fee Shares. | |
| (b) | The Corporation shall use its commercially reasonable efforts (i) to file, within forty-five (45) days after the Closing Date, a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act on Form F-3, if available, or on any other available form, to register (a) for resale by the Subscriber of the Underlying Shares, the Establishment Fee Shares, and any Interest Shares, and (b) for issuance to the Subscriber the estimated maximum number of Interest Shares potentially issuable in payment of the Interest Obligation on the Subscribed Debentures, together with any additional securities that have been issued or may become issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (collectively, the “Registrable Securities”); and (ii) to cause the Registration Statement to be declared effective by the SEC within one hundred and twenty (120) days after the Closing Date; and, in the event the Corporation determines, at any time, or from time to time, that the number of Interest Shares registered for issuance in payment of interest on the Subscribed Debentures will be insufficient to cover the full amount of the Interest Obligation payable in Interest Shares, the Corporation shall, within five (5) business days after the date of such determination (the “Determination Date”), notify the Subscriber of the number of Common Shares that must be registered to cover the shortfall (the “Shortfall Number”) and shall use its commercially reasonable efforts (A) to file another registration statement with the SEC on Form F-3, if available, or on any other available form (the “Shortfall Registration Statement”), to register for issuance to the Subscriber or for resale by the Subscriber, or both, as applicable, the Shortfall Number of Common Shares, together with any additional securities that have been issued or may become issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shortfall Number of Common Shares; and (B) to cause the Shortfall Registration Statement to be declared effective by the SEC as soon as is reasonably practicable, and in any event within one hundred and twenty (120) days after the Determination Date. |
Section 9 Fees and Expenses
| (1) | The Corporation will pay, on the Closing Date, all of the Subscriber’s reasonable out of pocket due diligence and reasonable and documented legal fees (subject to an aggregate maximum amount for the Subscriber’s legal fees of $___________) in relation to the transactions contemplated by this Agreement, including any related travel expenses. |
| (2) | The Corporation will pay to the Subscriber, on the Closing Date, an establishment fee (the “Establishment Fee”) equal to $_____________ (being ____% of the principal amount of the Subscribed Debentures). [The Establishment Fee will be satisfied by the issuance of the Establishment Fee Shares at a price per Establishment Fee Share of US$______, evidenced by DRS Advices registered in the name of the Subscriber.] |
Section 10 Use of Proceeds
The Corporation covenants and agrees with the Subscriber that it will use the proceeds from the issuance and sale of the Subscribed Debentures to fund the acquisition of a new royalty asset and for general corporate purposes.
Section 11 Survival
The representations, warranties, acknowledgements and covenants contained in this Agreement and any certificate or document delivered pursuant to or in connection with this Agreement will survive Closing and continue in full force and effect for a period of two years notwithstanding any subsequent disposition or exchange of the Securities.
Section 12 No Beneficial Subscribers
The Subscriber is acquiring the Securities as principal and not on behalf of any beneficial subscriber.
Section 13 Schedules
The following Schedules are incorporated into and form an integral part of this Agreement, and any reference to this Agreement includes the Schedules:
| Schedule A | Payment Information | |
| Schedule B | Form of Indenture | |
| Schedule C | Form of Investor Rights Agreement |
Section 14 Interpretation
Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the Agreement’s interpretation. In this Agreement (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”.
Section 15 Assignment
This Agreement becomes effective when executed by all of the parties to it. After that time, it will be binding upon and enure to the benefit of the parties and their respective successors, heirs, executors, administrators and legal representatives. This Agreement is not transferable or assignable by any party to it.
Section 16 Amendment
Neither this Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by, or on behalf of, the party against whom any waiver, change, discharge or termination is sought.
Section 17 Entire Agreement
This Agreement and the Documents constitutes the entire agreement between the parties with respect to the transactions contemplated by it and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.
Section 18 Enforceability
The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any other provision hereof.
Section 19 Time of Essence
Time is of the essence in this Agreement.
Section 20 Governing Law
This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Subscriber irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 21 Language of Documents
It is the express wish of the parties to this Agreement that this Agreement and all related documents be drafted in English. Les parties aux présentes conviennent et exigent que cette convention ainsi que tous les documents s’y rattachant soient rédigés en langue anglaise.
Section 22 Execution by Facsimile and Counterparts
This Agreement including the Schedules may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together will be deemed to constitute one and the same document. If the Subscriber does not deliver a complete copy of this Investment Agreement to the Corporation, the Corporation shall be entitled to assume that the Subscriber accepts and agrees with all of the terms and conditions of this Investment Agreement on the pages not delivered at the closing time, unaltered.
Section 23 Currency
References in this Agreement and the Schedules to “$” or “US$” are to United States dollars.
Exhibit 5.1
February 7, 2024
Gold Royalty Corp.
Suite 1830, 1030 West Georgia Street
Vancouver, British Columbia
Canada V6E 2Y3
Dear Sirs / Mesdames:
Re: Gold Royalty Corp. – Registration Statement on Form F-3
We have acted as Canadian counsel to Gold Royalty Corp. (the “Corporation”), a corporation incorporated under the laws of Canada, in connection with the Registration Statement on Form F-3, as amended (the “Registration Statement”), of the Corporation filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on the date hereof, relating to the resale of up to 21,052,632 common shares (the “Initial Debenture Shares”), up to 1,804,511 additional common shares (the “Special Conversion Shares”) and up to 40,000,000 additional common shares that may be issuable as payment on interest (the “Interest Shares”, and together with the Initial Debenture Shares and the Special Conversion Shares, the “Debenture Shares”) on certain 10.0% unsecured convertible debentures of the Corporation issued on December 15, 2023 (the “Debentures”) pursuant to a trust indenture between the Corporation and Odyssey Trust Company, as trustee, dated as of December 15, 2023 (the “Indenture”).
In so acting, we have examined copies of the Registration Statement, including the prospectus contained therein, the Indenture and the certificates representing the Debentures, as well as the following documents (collectively, the “Corporate Documents”): (i) the Corporation’s Articles of Incorporation and by-laws; (ii) records of the Corporation’s corporate proceedings in connection with the Debentures and the transactions referred to in the Registration Statement; and (iii) a certificate of an officer of the Corporation with respect to certain factual matters. We have also examined copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and the Corporate Documents, without independent investigation of the matters provided for therein for the purpose of providing this opinion.
In examining all documents and in providing our opinion, we have assumed: (i) the authenticity of all records, documents and instruments submitted to us as originals; (ii) the genuineness of all signatures on all agreements, instruments and other documents submitted to us; (iii) the legal capacity and authority of all persons or entities (other than the Corporation) executing all agreements, instruments or other documents submitted to us; (iv) the authenticity and the conformity to the originals of all records, documents and instruments submitted to us as copies; (v) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Corporation and other persons on which we have relied for purposes of this opinion are true and correct; (vi) no order, ruling or decision of any court or regulatory or administrative body is in effect at any relevant time that restricts the issuance of the Debenture Shares; (vii) there is no foreign law that would affect the opinion expressed herein; (viii) the Indenture constitutes a valid and binding obligation on the parties thereto (other than the Corporation); and (ix) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Corporation).
Based and relying upon the foregoing, and subject to the qualifications, assumptions and limitations expressed herein, we are of the opinion that the Debenture Shares will be validly issued as fully paid and non-assessable common shares in the capital of the Corporation when issued in accordance with their terms and the terms of the Indenture.
Our opinion is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein on the date of this opinion. We have not considered, and have not expressed, any opinion with regard to, or as to the effect of, any other law, rule or regulation, state or federal, applicable to the Corporation. In particular, we express no opinion as to United States federal securities laws.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC.
This opinion is furnished solely in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. The opinion herein expressed is given and effective as of the date hereof and we undertake no duty to update or supplement such opinion to reflect subsequent factual or legal developments which may come or be brought to our attention.
Yours truly,
/s/ SANGRA MOLLER LLP
SANGRA MOLLER LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-3 of Gold Royalty Corp. of our report dated March 27, 2023 relating to the consolidated financial statements, of Gold Royalty Corp., which appears in Gold Royalty Corp’s Transition Report on Form 20-F for the three months ended December 31, 2022.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Chartered
Professional Accountants
Vancouver, Canada
February 7, 2024
Exhibit 23.3
CONSENT
The undersigned consents to being named as a Qualified Person in this Pre-Effective Amendment No. 1 to the Registration Statement on Form F-3 filed by Gold Royalty Corp., and to the reference to the undersigned in the Registration Statement as having reviewed and approved the technical and scientific information contained in Gold Royalty Corp.’s Annual Report on Form 20-F for the year ended September 30, 2022, and the Transition Report on Form 20-F for the transition period ended December 31, 2022, and incorporated by reference to this Registration Statement.
February 7, 2024
| /s/ Alastair Still | |
| Alastair Still, P. Geo |