Gold Royalty Corp (GROY) 6-K, filed May 14, 2021

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,DC 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 OF THE

SECURITIESEXCHANGE ACT OF 1934

Forthe month of May 2021

CommissionFile Number 001-40099

GOLDROYALTY CORP.

(Registrant’sname)

1030West Georgia Street, Suite 1830

Vancouver,BC V6E 2Y3

(604)396-3066

(Addressof principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F [X] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLD ROYALTY CORP.
Date:<br> May 13, 2021	By:	/s/ Josephine Man
	Name:	Josephine<br> Man
	Title:	Chief<br> Financial Officer

EXHIBITINDEX

Exhibit	Description of Exhibit
99.1	Condensed interim consolidated financial statements for the three and six months ended March 31, 2021.
99.2	Management’s discussion and analysis for the three and six months ended March 31, 2021.
99.3	Certification of Chief Executive Officer
99.4	Certification of Chief Financial Officer

Exhibit 99.1

GOLDROYALTY CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2021

GoldRoyalty Corp.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited, expressed in United States dollars unless otherwise stated)

		As at<br><br> <br>March 31,		As at September 30,
	Notes	2021		2020
			()		()
Assets
Current assets
Cash and cash equivalents	3		89,566,071		37,539
Prepaids and other receivables			53,193		16,330
			89,619,264		53,869
Non-current assets
Royalties	4		13,682,527		-
Equipment			1,394		1,587
			13,683,921		1,587
			103,303,185		55,456
Current Liabilities
Accounts payable and accrued liabilities			640,968		75,452
Due to former parent company	8		-		120,930
			640,968		196,382
Equity
Issued Capital	5		97,677,393		1
Reserves	5		7,439,835		-
Accumulated deficit			(2,896,013		(140,631
Accumulated other comprehensive income (loss)			441,002		(296
			102,662,217		(140,926
			103,303,185		55,456

All values are in US Dollars.

Subsequentevent (Note 10)

Approved by the Board of Directors:

/s/ “Ken Robertson”
Ken Robertson<br><br> <br>Director
/s/ “Warren Gilman”
---
Warren Gilman<br><br> <br>Director

Theaccompanying notes are an integral part of these condensed interim consolidated financial statements

| 1 |

| --- |

GoldRoyalty Corp.

Condensed Interim Consolidated Statements of Loss and Other Comprehensive Loss

(Unaudited, expressed in United States dollars unless otherwise stated)

		For the three months ended		For the six months ended
	Notes	March 31, 2021		March 31, 2021
		()		()
Expenses
Consulting fees
Depreciation
Management and directors' fees	8
General and administrative
Professional fees
Share-based compensation	5
Operating loss for the period			)		)
Other items
Interest income
Foreign exchange loss			)		)
Net loss for the period			)		)
Other comprehensive income
Item that may be reclassified subsequently to net income:
Foreign currency translation differences
Total comprehensive loss for the period			)		)
Net loss per share, basic and diluted			)		)
Weighted average number of common shares
outstanding, basic and diluted

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed interim consolidated financial statements

| 2 |

| --- |

GoldRoyalty Corp.

Condensed Interim Consolidated Statements of Changes in Equity

(Unaudited, expressed in United States dollars unless otherwise stated)

											Accumulated
											Other
		Number of			Issued				Accumulated		Comprehensive
		Common			Capital		Reserves		Deficit		Income (Loss)		Total
	Notes	Shares			()		()		()		()		()
Balance at June 23, 2020
Issued capital			1
Net loss for the<br><br> <br>period			-							)				)
Total other<br><br> <br>comprehensive loss			-									)		)
Balance at September 30, 2020			1							)		)		)
Cancellation of<br><br> <br>common share issued<br><br> <br>upon incorporation			(1	)		)								)
Common shares<br><br> <br>issued to former<br><br> <br>parent company for<br><br> <br>cash	5		5,000,000
Performance based<br><br> <br>restricted shares<br><br> <br>issued	5		1,500,000
Common shares<br><br> <br>issued to acquire<br><br> <br>royalties	4		15,000,000
Private placement of common shares for<br><br> <br>cash	5		1,325,000
Share-based<br><br> <br>compensation -<br><br> <br>performance based<br><br> <br>restricted shares	5		-
Share-based<br><br> <br>compensation - share<br><br> <br>options	5		-
Initial public offering:
Common shares<br><br> <br>and common share<br><br> <br>purchase warrants<br><br> <br>issued for cash	5		18,000,000
Common shares<br><br> <br>issued on exercise<br><br> <br>of over-allotment<br><br> <br>option	5		721,347
Common share<br><br> <br>purchase warrants<br><br> <br>issued on exercise<br><br> <br>of over-allotment<br><br> <br>option	5		-
Underwriters' fees<br><br> <br>and issuance costs	5		-			)		)						)
Net loss for the<br><br> <br>period			-							)				)
Total other<br><br> <br>comprehensive<br><br> <br>income			-
Balance at March 31, 2021			41,546,347							)

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed interim consolidated financial statements

| 3 |

| --- |

GoldRoyalty Corp.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited, expressed in United States dollars unless otherwise stated)

	For the six months ended
	March 31, 2021
	()
Operating activities
Net loss before tax for the period		)
Items not involving cash:
Depreciation
Interest income		)
Share-based compensation
Net changes in non-cash working capital items:
Prepaids and other receivables		)
Accounts payable and accrued liabilities
Due to former parent company		)
Cash used in operating activities		)
Investing activities
Purchase of equipment		)
Interest received
Investment in royalties		)
Cash used in investing activities		)
Financing activities
Proceeds from common shares issued to former parent company
Proceeds from private placement of common shares
Proceeds from initial public offering, net of underwriters' fees and issuance costs
Repayment of cash advance by former parent company		)
Cash provided by financing activities
Effect of exchange rate changes on cash
Net increase in cash
Cash and cash equivalents
Beginning of period
End of period

All values are in US Dollars.

Theaccompanying notes are an integral part of these condensed interim consolidated financial statements

| 4 |

| --- |

GoldRoyalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

1.	Corporate Information

Gold Royalty Corp. (“GRC” or “the Company”) is a company incorporated in Canada on June 23, 2020 and domiciled in Canada. GRC is principally engaged in acquiring gold-focused royalty and mineral stream interests. The registered office of the Company is located at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada. The principal address of the Company is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3, Canada.

The Company was a subsidiary of GoldMining Inc. (“GoldMining”) until the Company completed its initial public offering (the “IPO”) on March 11, 2021. The Company’s common share and common share purchase warrants are listed on the NYSE American under the symbols “GROY” and “GROY.WS”, respectively.

2.	Basis of Preparation and Significant Accounting Policies

2.1 Statementof compliance

The Company’s condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”), applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company’s financial statements for the period from the date of incorporation on June 23, 2020 to September 30, 2020.

These condensed interim consolidated financial statements were authorized for issue by the Company’s board of directors (the “Board”) on May 13, 2021.

2.2 Basisof presentation

The Company’s condensed interim consolidated financial statements have been prepared on a historical cost basis. The Company’s condensed interim consolidated financial statements are presented in United States dollar (“U.S. dollar”, “$” or “dollar”). All values are rounded to the nearest dollar except where otherwise indicated.

On March 11, 2021, GRC, the parent entity, changed its functional currency from the Canadian dollar to the U.S. dollar. The change in functional currency resulted from the growing proportion of expenses paid in U.S. dollars and the receipt of the cash proceeds of $88 million in U.S. dollars upon the completion of the IPO on March 11, 2021.

The effect of the change in functional currency is accounted for prospectively with no impact on prior period information. The Company translates all items into the new functional currency using the exchange rate at the date of the change. The resulting translated amounts for non-monetary items are treated as their historical cost. Exchange differences arising from translation previously recognized in other comprehensive income are not reclassified from equity to profit or loss until the disposal of the operation.

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s annual financial statements for the year ended September 30, 2020. The Company’s interim results are not necessarily indicative of its results for a full year.

2.3 Basisof consolidation

The condensed interim consolidated financial statements include the financial statements of Gold Royalty Corp. and Gold Royalty U.S. Corp., a wholly owned subsidiary of the Company. Subsidiaries are consolidated from the date the Company obtains control, and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

| 5 |

| --- |

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

2.	Basis of Preparation and Significant Accounting Policies (continued)

2.3 Basisof consolidation (continued)

All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.

The accounts of Gold Royalty U.S. Corp. are prepared for the same reporting period as the parent company, using consistent accounting policies. The functional currency of Gold Royalty U.S. Corp. is the United States dollar. For the period prior to the change in functional currency the results of, GRC, the parent entity were translated from Canadian dollars using period end exchange rate as to assets and liabilities and average exchange rates as to income and expenses. All resulting exchange differences are recognized in other comprehensive income (loss).

2.4 Newsignificant accounting policies

Share-basedpayments

RestrictedShares

The fair value of the restricted shares is measured at grant date and recognized over the period during which the restricted shares vest. When restricted shares are conditional upon the achievement of a performance condition, the Company estimates the length of the expected vesting period at the grant date, based on the most likely outcome of the performance condition. The fair value of the restricted shares is determined based on the fair value of the common shares on the grant date, adjusted for minority shareholder discount, liquidity discount and other applicable factors that are generally recognized by market participants.

The fair value of restricted shares is recognized as an expense over the vesting period based on the best available estimate of the number of restricted shares expected to vest; that estimate will be revised if subsequent information indicates that the number of restricted shares expected to vest differs from previous estimates.

ShareOptions

The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share options. The fair value of share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling the activities of the Company, including non-executive directors. The fair value is measured at grant date and recognized over the period during which the options vest. Consideration received on the exercise of share options is recorded as issued capital and the related share-based compensation reserve is transferred to issued capital.

3.	Cash and cash equivalents
	As at March 31, 2021	As at September 30, 2020
---	---	---
	($)	($)
Cash at bank	3,566,071	37,539
Guaranteed Investment Certificates	86,000,000	-
Cash and cash equivalents	89,566,071	37,539

| 6 |

| --- |

GoldRoyalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

4.	Royalties
	()
---	---
Balance at September 30, 2020	-
Acquisition
Functional currency translation
Balance at March 31, 2021

All values are in US Dollars.

	March 31, 2021
	()
Almaden project
Batistão project
Cachoeira project
Crucero project
La Mina project
Quartz Mountain project
São Jorge project
Surubim project
Titiribi project
Whistler project
Yarumalito project
Yellowknife project
Total

All values are in US Dollars.

On November 27, 2020, the Company entered into a royalty purchase agreement with GoldMining, the Company’s former parent, pursuant to which GoldMining caused its applicable subsidiaries to create and issue to the Company net smelter return (“NSR”) royalties ranging from 0.5% to 2.0% on 17 gold properties and transfer to the Company certain buyback rights held by its subsidiaries. The purchase consideration with a fair value of $13,076,000 was satisfied by the issuance of 15,000,000 common shares (the “Consideration Shares”) of the Company. Pursuant to a lock-up agreement dated March 8, 20201 (the “Lock-Up Agreement”), the Consideration Shares are subject to a lock-up period which expires on September 4, 2021 (Note 5.5).

The following is a summary of the royalties and other interests acquired from GoldMining:

Royalties

●	a<br> 0.5% NSR on the Almaden Project, located in Idaho, USA;
●	a<br> 1.0% NSR on the Batistão Project, located in Brazil;
●	a<br> 1.0% NSR on the Cachoeira Project, located in Brazil;
●	a<br> 1.0% NSR on the Crucero Project, located in Peru;
●	a<br> 2.0% NSR on the La Mina Project, located in Colombia;
●	a<br> 1.0% NSR on the São Jorge Project, located in Brazil;
●	a<br> 1.0% NSR on the Surubim Project, located in Brazil, including the Surubim and Rio Novo areas;
●	a<br> 2.0% NSR on the Titiribi Project, located Colombia;
●	a<br> 1.0% NSR on the Whistler Project, located in Alaska, USA, including each of the Whistler, Raintree West and Island Mountain properties;
●	a<br> 1.0% NSR on the Yarumalito Project, located in Colombia; and
●	a<br> 1.0% NSR on the Yellowknife Project, located in the Northwest Territories, Canada, including each of the Nicholas Lake, Ormsby-Bruce,<br> Goodwin Lake, Clan Lake and Big Sky properties.

| 7 |

| --- |

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

4.	Royalties (continued)

BuybackRights

The Company also holds the rights to acquire additional royalties on certain of the properties pursuant to buyback rights under existing royalty agreements between subsidiaries of GoldMining and third parties:

●	a<br> 2.0% NSR on the Batistão Project for $1,000,000;
●	a<br> 0.5% NSR on the Surubim area of the Surubim Project for $1,000,000, which royalty is payable after production at the project has<br> exceeded two million ounces;
●	a<br> 1.5% NSR on the Surubim area of the Surubim Project for $1,000,000;
●	a<br> 0.65% NSR on the Rio Novo area of the Surubim Project for $1,500,000;
●	a<br> 0.75% NSR on the Whistler Project (including an area of interest) for $5,000,000;
●	a<br> 1.0% NSR on the Yarumalito Project for C$1,000,000;
●	a<br> 1.0% NSR on the Goodwin Lake property at the Yellowknife Project for C$1,000,000;
●	a<br> 1.0% NSR on certain portions of the Big Sky property at the Yellowknife Project for C$500,000; and
●	a<br> 0.25% NSR on the Narrow Lake property at the Yellowknife Project for C$250,000, in cash or common shares of GoldMining at any time<br> until the fifth anniversary of commercial production.

On February 1, 2021, the Company entered into a royalty purchase agreement with Quartz Mountain Resources Ltd. and Wavecrest Resources Inc. Pursuant to the terms of the agreement, the Company acquired a 1% NSR on a portion of the Quart Mountain Project located in Oregon, USA, for a cash consideration of $150,000.

5.	Issued Capital

5.1 InitialPublic Offering

On March 8, 2021, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC and BMO Capital Markets Corp. (collectively the “Underwriters”) for an offering of 18,000,000 units of the Company (the “Units”) at a price of $5.00 per Unit. Each Unit consists of one common share and one half of a common share purchase warrant, and each common share purchase warrant entitles the holder to acquire a common share at a price of $7.50 per share until March 11, 2024.

The Company granted the Underwriters the over-allotment option (the “Over-Allotment Option”) to purchase up to 2,700,000 common shares and/or 1,350,000 common share purchase warrants at $4.995 per common share and $0.01 per common share purchase warrant, respectively. The Company agreed to reimburse the Underwriters for certain fees and disbursements.

On March 11, 2021, the Company issued 18,000,000 Units at a price of $5.00 per Unit for gross proceeds of $90,000,000. Further, the Underwriters exercised the Over-Allotment Option to purchase 721,347 additional common shares for gross proceeds of $3,603,128 and 1,350,000 additional common share purchase warrants for gross proceeds of $13,500. In connection with the IPO, the Company incurred securities issuance costs of $5,570,844, of which $5,081,064 represented cash fees paid to the Underwriters.

The net proceeds from the issuance of the Units were allocated to the Company’s common shares and common share purchase warrants on a relative fair value basis. Inputs used to calculate the relative fair value of the common shares and common share purchase warrants are based on the quoted closing prices of the Company’s common shares and common share purchase warrants on the first day of trading on the NYSE American. The fair value of common shares and common share purchase warrants issued upon exercise of the Over-Allotment Option equals to the net proceeds received by the Company. The allocation of the fair value of the Company’s common shares and common share purchase warrants is as follows:

| 8 |

| --- |

GoldRoyalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

5.	Issued Capital (continued)

5.1 InitialPublic Offering (continued)

	()
Fair value of common shares
Fair value of common share purchase warrants
Total gross proceeds from the IPO
Gross proceeds
Common share issuance costs		)
Common share purchase warrant issuance costs		)
Net proceeds received
Fair value allocation to:
Common shares
Common share purchase warrants

All values are in US Dollars.

5.2 CommonShares

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series without par value.

The Company issued one common share for consideration of $1.00 upon incorporation on June 23, 2020. On October 16, 2020, GoldMining, the Company’s former parent, subscribed for 5,000,000 common shares of the Company for cash of $50,000 and surrendered one common share issued by the Company upon incorporation for no consideration.

On December 4, 2020, the Company completed a private placement of 1,325,000 common shares (the “Private Placement Shares”) for gross proceeds of $2,848,750.

5.3 RestrictedShares

On October 19, 2020, the Company issued 1,500,000 restricted shares (the “Restricted Shares”) to certain officers and directors of the Company and GoldMining, the terms of which were subsequently amended on January 10, 2021. The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to the Company without the requirement of any further consideration. The performance conditions are as follows:

(1)	with<br> respect to one-third of the Restricted Shares awarded to the holder, if the Company’s<br> initial public offering or any liquidity event (being any liquidation, dissolution or winding-up<br> of the Company or distribution of all or substantially all of the Company’s assets<br> among shareholders or a change of control transaction) occurs that values the Company at<br> a minimum of $50,000,000 (condition met);
(2)	with<br> respect to one-third of the Restricted Shares awarded to the holder, if the Company receives<br> $1,000,000 of royalty payments under any of the Company’s royalty interests prior to<br> October 19, 2023; and
(3)	with<br> respect to one-third of the Restricted Shares awarded to the holder, if the holder continues<br> to be a director, officer or employee of the Company or an entity that is under common control<br> with the Company for a period of one year after the initial<br> public offering is completed.

(1)

with respect to one-third of the Restricted Shares awarded to the holder, if the Company’s initial public offering or any liquidity event (being any liquidation, dissolution or winding-up of the Company or distribution of all or substantially all of the Company’s assets among shareholders or a change of control transaction) occurs that values the Company at a minimum of $50,000,000 (condition met);

(2)

with respect to one-third of the Restricted Shares awarded to the holder, if the Company receives $1,000,000 of royalty payments under any of the Company’s royalty interests prior to October 19, 2023; and

(3)

with respect to one-third of the Restricted Shares awarded to the holder, if the holder continues to be a director, officer or employee of the Company or an entity that is under common control with the Company for a period of one year after the initial public offering is completed.

During the three and six months ended March 31, 2021, the Company recognized share-based compensation expense of $213,915 and $285,220, representing the fair value of the Restricted Shares vested during the respective periods.

| 9 |

| --- |

Gold Royalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

5.	Issued Capital (continued)

5.4 Reserves

The following outlines the movements of the Company’s common share purchase warrants and share options:

	Reserves
	Warrants		Share Options
		()		()	()
Balance at June 23, 2020 and September 30, 2020		-		-	-
Initial public offering:
Common share purchase warrants issued to for cash (Note 5.1)		7,044,750		-	7,044,750
Underwriters' fees and issuance costs (Note 5.1)		(416,389		-	(416,389
Share-based compensation - share options		-		811,474	811,474
Balance at March 31, 2021		6,628,361		811,474	7,439,835

All values are in US Dollars.

CommonShare Purchase Warrants

During the six months ended March 31, 2021, the Company issued 10,350,000 common share purchase warrants at an exercise price of $7.50 per share. The number of common share purchase warrants outstanding as at March 31, 2021 was 10,350,000 warrants at an exercise price of $7.50 per share and with weighted average remaining contractual life of 2.95 years.

ShareOptions

The Company adopted a long-term incentive plan (the “LTIP”) which provides that the Board of Directors may, from time to time, in its discretion, grant awards of restricted share units, performance share units, deferred share units and share options to directors, officers, employees and consultants. The aggregate number of common shares issuable under the LTIP in respect of awards shall not exceed 10% of the common shares issued and outstanding.

On March 7, 2021, the Company granted 2,505,000 stock options at an exercise price of $5.00 per share. The share options are exercisable for a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter. The fair value of the share options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.32%, expected life of 3 years, expected dividend yield of 0%, estimated forfeiture rate of 0% and expected volatility of 37%. As there is no trading history of the Company’s common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector the Company operates over a period similar to the expected life of the share options. During the three and six months ended March 31, 2021, the Company recognized share-based compensation expense of $799,182 for the share options granted. As at March 31, 2021, the number of share options outstanding was 2,505,000 at a weighted average exercise price of $5.00 per share and weighted average remaining contractual life of 4.93 years.

Pursuant to the agreement with an officer of the Company, the officer received options to purchase 25,000 common shares of GoldMining (the “GoldMining Options”) at an exercise price of C$2.88 per share. These GoldMining Options are exercisable for a period of five years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter. The fair value of GoldMining Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.30%, expected life of 2.87 years, expected volatility of 57%, expected dividend yield of 0% and estimated forfeiture rate of 0%. The fair value of the GoldMining Options recognized by the Company as share-based compensation expense during the three and six months ended March 31, 2021 was $4,897 and $12,292, respectively.

| 10 |

| --- |

GoldRoyalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

5.	Issued Capital (continued)

5.5 Lock-UpAgreement

In connection with the IPO, GoldMining and each of the Company’s directors and officers have entered into Lock-Up Agreements, pursuant to which GoldMining, the directors and officers of the Company agreed not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any GRC common shares for a period of 180 days after March 8, 2021, subject to certain limited exceptions, without the prior written consent of the Underwriters. As of March 31, 2021, there are 21,600,000 common shares which are subject to transfer restrictions pursuant to the Lock-Up Agreements.

6.	Capital Risk Management

The Company’s objectives are to safeguard the Company’s ability to continue as a going concern in order to support the Company’s normal operating requirements and future acquisitions of royalty and mineral stream interests, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, debt, acquire or dispose of assets or adjust the amount of cash.

At March 31, 2021, the Company’s capital structure consists of the equity of the Company (Note 5). The Company is not subject to any externally imposed capital requirements. In order to maximize ongoing development efforts, the Company does not pay dividends.

7.	Financial Instruments

At March 31, 2021, the Company’s financial assets include cash and cash equivalents. The Company’s financial liabilities include accounts payable. The carrying value of the Company’s financial liabilities approximate fair value due to their short term to maturity.

7.1 Financialrisk management objectives and policies

The financial risk arising from the Company’s operations are credit risk, liquidity risk, commodity price risk and currency risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern. The risks associated with these financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

7.2 Creditrisk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company’s bank balances. The Company mitigates credit risk associated with its bank balance by holding cash with large, reputable financial institutions.

7.3 Liquidityrisk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company’s working capital (current assets less current liabilities) as at March 31, 2021 was $88,978,296. The Company’s accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.

| 11 |

| --- |

GoldRoyalty Corp.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited, expressed in United States dollars unless otherwise stated)

7.	Financial Instruments (continued)

7.4 Commodityprice risk

The Company’s future profitability will be dependent on the royalty income to be received from mine operators. Royalties are based on a percentage of the minerals or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize. Mineral prices are affected by numerous factors such as interest rates, exchange rates, inflation or deflation and global and regional supply and demand.

7.5 Currencyrisk

The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currency. The Company currently does not engage in foreign exchange currency hedging. The currency risk on the Company’s cash and cash equivalents are minimal.

8.	Related Party Transactions

8.1 RelatedParty Transactions

During the three and six months ended March 31, 2021, the Company incurred $4,792 and $28,104 in technology expenses for service provided by Blender Media Inc., a company controlled by a direct family member of a director of the Company, respectively. In addition, the Company settled the amount due to GoldMining, the Company’s former parent, during the six months ended March 31, 2021.

On December 4, 2020, one of the Company’s directors subscribed for 150,000 Private Placement Shares (Note 5.2).

Related party transactions are based on the amounts agreed to by the parties. During the six months ended March 31, 2021, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

8.2 Transactionswith Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity. Total management salaries and directors’ fees incurred for services provided by key management personnel of the Company for the three and six months ended March 31, 2021 are as follows:

	For the three months ended	For the six months ended
	March 31, 2021	March 31, 2021
	()	()
Management salaries
Directors' fees
Share-based compensation
Total

All values are in US Dollars.

As at March 31, 2021, $25,733 was payable to key management personnel for expense reimbursement and services provided to the Company (September 30, 2020: $9,364).

9.	Operating Segments

The Company conducts its business as a single operating segment, being the investment in royalty and mineral stream interests. Except for the royalties on gold projects located in Brazil, Colombia, Peru and the United States, substantially all of the Company’s assets and liabilities are held within Canada.

10.	Subsequent Event

Subsequent to March 31, 2021, the Company entered into an agreement with a service provider for the provision of advertising and digital marketing services. The total fee was paid in cash and 75,000 common shares of the Company. The common shares are subject to a hold period that will expire on August 24, 2021.

| 12 |

| --- |

Exhibit 99.2

GOLDROYALTY CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2021

(Expressed in United States Dollars unless otherwise stated)

May 13, 2021

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

General

This management’s discussion and analysis (“MD&A”) of financial condition and results of operations of Gold Royalty Corp., for the three and six months ended March 31, 2021, should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended March 31, 2021, and its audited financial statements and the notes thereto for the period from June 23, 2020, being the date of incorporation, to September 30, 2020 and with the Company’s final long form prospectus and related United States prospectus dated March 8, 2021 (the “Prospectus”), copies of which are available under on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The Company’s unaudited condensed interim consolidated financial statements for the three and six months ended March 31, 2021, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applicable to the presentation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting. Unless otherwise stated, all information contained in this MD&A is as of May 13, 2021.

Unless otherwise stated, reference herein to “$” or “dollars” are to United States dollars. Reference in this MD&A to the “Company” and “GRC” mean Gold Royalty Corp., together with its subsidiary, unless the context otherwise requires.

Forward-lookingStatements

Certain statements contained in this MD&A constitute “forward-looking information” within the meaning of Canadian securities laws and “forward-looking statements” within the meaning of securities laws in the United States (collectively, “Forward-Looking Statements”). These statements relate to the expectations of management about future events, results of operations and the Company’s future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements. The use of any of the words “anticipate”, “plan”, “contemplate”, “continue”, “estimate”, “expect”, “intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “target”, “aim”, “pursue”, “potential”, “objective” and “capable” and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking Statements should not be unduly relied on. These statements speak only as of the date of this MD&A. In addition, this MD&A may contain Forward-Looking Statements attributed to third-party industry sources. Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following:

●	the<br> development of properties where the Company owns royalty interests;
●	estimates<br> regarding current or future royalty, streaming or similar interests, particularly on<br> development stage properties;
●	ability<br> to access data regarding the operations underlying the Company’s royalty and other interests;
●	the<br> risks faced by the owners and operators of the Company’s royalty and other interests;
●	expectations<br> regarding the volatility in gold and other commodity prices;
●	ability<br> to achieve growth based on the Company’s acquisition strategy;
●	estimates<br> of mineral resources on the projects in which the Company has royalty interests;
●	expectations<br> regarding the counterparty risks relating to the Company’s royalty interests;
●	developments<br> in the federal, state and foreign legislation governing the Company or the operators<br> of properties where the Company holds royalty interests;
●	estimates<br> regarding future revenue, expenses and needs for additional financing; and
●	ability<br> to attract and retain qualified employees and key personnel.

| 1 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

These forward-looking statements are based on opinions, estimates and assumptions in light of the Company’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances, including that:

●	current<br> gold, base metal and other commodity prices will be sustained, or will improve;
●	the<br> proposed development of the Company’s royalty projects will be viable operationally and<br> economically and will proceed as expected;
●	any<br> additional financing required by the Company will be available on reasonable terms; and
●	operators<br> of the properties where the Company holds royalty interests will not experience any material<br> 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<br> on third-party operators;
●	none<br> of the Company’s current royalty interests are on producing properties and are subject<br> to the risk that they may never achieve production;
●	a<br> substantial majority of the Company’s existing royalties and other interests are on properties<br> owned and operated by subsidiaries of one company, GoldMining Inc.;
●	the<br> Company has limited or no access to data or the operations underlying its interests;
●	the<br> Company is subject to many of the risks faced by owners and operators of the properties<br> underlying the Company’s interests;
●	the<br> Company may enter into acquisitions and other material transactions at any time;
●	the<br> Company’s future growth is to a large extent dependent on its acquisition strategy;
●	title,<br> permit or licensing disputes related to any of the properties in which the Company holds<br> or may hold royalties, streams or similar interests;
●	as<br> a royalty holder, the Company may become subject to potential disputes with operators<br> regarding the existence, enforceability or terms of its interests;
●	volatility<br> in gold and other commodity prices;
●	estimates<br> of mineral resources on the projects underlying the Company’s interests may be subject<br> to significant revision;
●	potential<br> conflicts of interests;
●	actual<br> results differing materially from management estimates and assumptions;
●	regulations<br> and political or economic developments in any of the jurisdictions where properties in<br> which the Company holds or may hold royalties, streams or similar interests are located;
●	the<br> availability of any necessary financing in the future on acceptable terms or at all;
●	litigation<br> risks; and
●	the<br> other factors discussed under “Risk Factors” in the Company’s Prospectus<br> and other disclosure documents, which are available under the Company’s profile<br> at www.sedar.com and www.sec.gov.

This list of factors should not be construed as exhaustive.

Technicaland Third Party Information

Except where otherwise stated, the disclosure herein relating to the properties underlying the Company’s royalty and other interests is based on information publicly disclosed by the owners and operators of such properties. Specifically, as a royalty holder, the Company has limited, if any, access to properties included in its asset portfolio. Additionally, the Company may from time to time receive operating information from the owners and operators of the properties, which we it is not permitted to disclose to the public. The Company is dependent on the operators of the properties and their qualified persons to provide information to the Company or on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which the Company holds interests and generally will have limited or no ability to independently verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate.

This MD&A includes market information, industry data and forecasts obtained from independent industry publications, market research and analyst reports, surveys and other publicly available sources. Although the Company believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent therein. Accordingly, the accuracy and completeness of this data is not guaranteed. Actual outcomes may vary materially from those forecast in such reports, surveys or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. The Company has not independently verified any of the data from third party sources referred to herein nor ascertained the underlying assumptions relied on by such sources.

| 2 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

BusinessOverview

Gold Royalty is a precious metals-focused royalty and streaming company offering creative financing solutions to the metals and mining industry. The Company’s diversified portfolio currently consists of net smelter royalties (“NSR”) ranging from 0.5% to 2.0% on 18 gold properties covering 12 projects located in the Americas.

The head office and principal address of the Company is located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3, Canada. The Company’s common share and its common share purchase warrant are listed on the NYSE American under the symbols ‘GROY” and “GROY.WS”, respectively.

BusinessStrategy

The Company’s 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 its investors. The Company does not conduct exploration, development or mining operations on the properties in which it holds interests and it is not required to contribute capital costs, exploration costs, environmental costs or other operating costs for these properties.

In addition, the Company seeks to acquire and manage additional royalties, streams and other interests on gold and other precious metals projects. In the ordinary course of business, the Company engages in a continual review of opportunities to acquire royalty, stream or similar interests, to establish new interests on mining projects, to create new royalty, stream or similar interests through the financing of mine development or exploration, or to acquire companies that hold such interests. The Company currently, and generally at any time, has acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, our analysis of technical, financial, legal and other confidential information of particular opportunities, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.

RecentDevelopments

The following is a description of selected recent developments respecting the business of the Company during the six months ended March 31, 2021.

InitialPublic Offering

On March 8, 2021, the Company entered into an underwriting agreement with H.C. Wainwright & Co., LLC and BMO Capital Markets Corp. (collectively the “Underwriters”) for an offering of 18,000,000 units of the Company (the “Units”) at a price of $5.00 per Unit. Each Unit consisted of one common share and one half of a common share purchase warrant, and each common share purchase warrant entitles the holder to acquire a common share at a price of $7.50 per share until March 11, 2024.

The Company granted the Underwriters the over-allotment option (the “Over-Allotment Option”) to purchase up to 2,700,000 common shares and/or 1,350,000 common share purchase warrants at $4.995 per common share and $0.01 per common share purchase warrant, respectively. In addition, the Company agreed to reimburse the Underwriters for certain fees and disbursements.

On March 11, 2021, the Company issued 18,000,000 Units of the Company at a price of $5.00 per Unit for gross proceeds of $90,000,000. Further, the Underwriters exercised the Over-Allotment Option to purchase 721,347 additional common shares for gross proceeds of $3,603,128 and 1,350,000 additional common share purchase warrants for gross proceeds of $13,500. In connection with the initial public offering (the “IPO”), the Company incurred share issuance cost of $5,570,844, of which $5,081,064 represented cash fees paid to the Underwriters.

| 3 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

RoyaltyAcquisition

COVID-19Pandemic and Current Economic Environment

A substantial majority of the Company’s existing royalty and other interests are in respect of projects owned and operated by subsidiaries of GoldMining Inc. (“GoldMining”), the Company’s former parent, which has disclosed that its conduct of exploration and development programs may be impacted or delayed due to limitations on employee mobility, travel restrictions and shelter-in-place orders that have been put in place as a result of the ongoing COVID-19 pandemic, which may restrict or prevent its ability to access the properties underlying our interests. Any such limitations, restrictions and orders may have a material adverse effect upon ongoing exploration programs at such mineral properties and, ultimately, on the Company and/or GoldMining’s business and financial condition.

In addition, the ongoing COVID-19 pandemic and related mobility, travel and other restrictions are expected to continue to impact the Company’s ability to complete site-visits and diligence of potential royalty acquisition opportunities.

AssetPortfolio

The following is a summary of the Company’s royalty and other interests as at the date hereof:

Royalties

●	a<br> 0.5% NSR on the Almaden Project, located in Idaho, USA;
●	a<br> 1.0% NSR on the Batistão Project, located in Brazil;
●	a<br> 1.0% NSR on the Cachoeira Project, located in Brazil;
●	a<br> 1.0% NSR on the Crucero Project, located in Peru;
●	a<br> 2.0% NSR on the La Mina Project, located in Colombia;
●	a<br> 1% NSR on a portion of the Quart Mountain Project, located in Oregon, USA;
●	a<br> 1.0% NSR on the São Jorge Project, located in Brazil;
●	a<br> 1.0% NSR on the Surubim Project, located in Brazil, including the Surubim and Rio Novo<br> areas;
●	a<br> 2.0% NSR on the Titiribi Project, located Colombia;
●	a<br> 1.0% NSR on the Whistler Project, located in Alaska, USA, including each of the Whistler,<br> Raintree West and Island Mountain properties;
●	a<br> 1.0% NSR on the Yarumalito Project, located in Colombia; and
●	a<br> 1.0% NSR on the Yellowknife Project, located in the Northwest Territories, Canada, including<br> each of the Nicholas Lake, Ormsby-Bruce, Goodwin Lake, Clan Lake and Big Sky properties.

BuybackRights

The Company holds the rights to acquire additional royalties on certain of the properties pursuant to buyback rights under existing royalty agreements between subsidiaries of GoldMining and third parties:

●	a<br> 2.0% NSR on the Batistão Project for $1,000,000;
●	a<br> 0.5% NSR on the Surubim area of the Surubim Project for $1,000,000, which royalty is<br> payable after production at the project has exceeded two million ounces;
●	a<br> 1.5% NSR on the Surubim area of the Surubim Project for $1,000,000;
●	a<br> 0.65% NSR on the Rio Novo area of the Surubim Project for $1,500,000;
●	a<br> 0.75% NSR on the Whistler Project (including an area of interest) for $5,000,000;
●	a<br> 1.0% NSR on the Yarumalito Project for C$1,000,000;
●	a<br> 1.0% NSR on the Goodwin Lake property at the Yellowknife Project for C$1,000,000;
●	a<br> 1.0% NSR on certain portions of the Big Sky property at the Yellowknife Project for C$500,000;<br> and
●	a<br> 0.25% NSR on the Narrow Lake property at the Yellowknife Project for C$250,000, in cash<br> or common shares of GoldMining at any time until the fifth anniversary of commercial<br> production.

| 4 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

Overall Performance

For the three and six months ended March 31, 2021, the Company incurred a net loss of $2,255,579 and $2,755,382, respectively. As at March 31, 2021, the Company had working capital of $88,978,296.

See “Recent Developments” for further information regarding the Company’s activities during the six months ended

March 31, 2021.

SelectedAnnual Information

	Period from incorporation on<br><br> <br>June 23, 2020 to September 30, 2020
Revenue	$	-
Net loss	$	(140,631	)
Net loss per share, basic and diluted	$	(140,631	)
Dividend	$	-

	As at <br> September 30, 2020
Total assets	$	55,456
Total non-current financial liabilities	$	-
Total liabilities	$	196,382

From the date of incorporation, being June 23, 2020, to September 30, 2020, the Company incurred a net loss of $140,631, which mainly comprised of:

●	professional<br> fees of $119,782, which primarily related to the incorporation of the Company, the acquisitions<br> of royalty and other interests, corporate tax advisory and other matters relating to<br> the launch of the Company;
●	$5,106<br> of general and administrative costs, which primarily comprised technology expenses; and
---	---
●	management<br> fees and salaries of $15,698 paid to senior management of the Company.
---	---

Discussionof Operations

During the three and six months ended March 31, 2021, the Company incurred consulting fees of $295,232, which consisted primarily of consulting fees paid for corporate development and capital advisory services after the Company completed its IPO. No such consulting fees were paid by the Company when it was a private company.

During the three and six months ended March 31, 2021, the Company incurred management and directors’ fees of $117,274 and $151,810, respectively, which primarily consisted of salaries paid to or payable to members of senior management and a director of the Company. The increase in management and directors’ fees during the three and six months ended March 31, 2021, as compared to $15,698 of salaries paid to the Chief Financial Officer and Chief Development Officer for the period ended September 30, 2020, was primarily the result of salaries paid to the Chief Executive Officer and fees paid to a director during the current period. The increase was a function of increased activity in relation to the IPO and the commencement of business.

| 5 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

During the three and six months ended March 31, 2021, the Company incurred general and administrative costs of $288,179 and $322,227, respectively, as compared to $5,106 for the period ended September 30, 2020. The major components of the general and administrative costs for the three and six months ended March 31, 2021 included roadshow expenses for the IPO of $20,429 and $20,429, corporate branding and website design expenses of $4,792 and $28,104, transfer agent and regulatory fees of $89,926 and $91,430, and insurance expense of $141,883 and $141,883, respectively. The increase in general and administrative costs was primarily the result of a higher level of activity leading up to and after the Company’s IPO.

During the three and six months ended March 31, 2021, the Company incurred professional fees of $515,623 and $798,682, respectively, which primarily consisted of project due diligence expenses, audit and legal fees for general corporate matters. From the date of incorporation, being June 23, 2020, to September 30, 2020, the Company incurred professional fees of $119,782, which primarily related to the incorporation of the Company, the acquisitions of royalty and other interests, corporate tax advisory and other matters relating to the launch of the Company.

During the three and six months ended January 31, 2021, the Company recognized share-based compensation expense of $1,017,994 and $1,096,694, respectively, of which $213,915 and $285,220 are related to the award of performance based restricted shares vested during the period, $804,079 and $811,474 represents the fair value of share options issued by the Company to management, directors and consultants of the Company, as well as share options issued by GoldMining to one of the officers of the Company, respectively.

During the three and six months ended March 31, 2021, the Company recognized a foreign exchange loss of $28,948 and $98,269, respectively, which primarily consisted of exchange difference on the translation of cash denominated in U.S. dollars to the then Canadian dollar functional currency.

The net loss for the three and six ended March 31, 2021 was $2,255,579 and $2,755,382, respectively. The net loss for the period since incorporation to September 30, 2020 was $140,631.

Useof IPO Proceeds

On March 11, 2021, the Company issued 18,000,000 Units of the Company at a price of $5.00 per Unit for gross proceeds of $90,000,000. As disclosed in the Prospectus, the net proceeds, assuming no exercise of the Over-Allotment Option by the Underwriters were estimated to be $82,270,000, after deducting underwriting discounts and commissions and estimated offering expenses.

During March 2021, the Underwriters exercised the Over-Allotment Option to purchase 721,347 additional common shares for gross proceeds of $3,603,128 and 1,350,000 additional common share purchase warrants for gross proceeds of $13,500. Including partial exercises of the Over-Allotment Option by the Underwriters, the Company received net proceeds in an aggregate amount of $88,045,784, which comprised of gross proceeds of $93,616,628, less Underwriters’ fees of $5,081,064 and securities issuance costs of $489,780. The Company also incurred listing expenses associated with the IPO of $699,516. The net proceeds to the Company from the IPO, after deducting listing expenses, were $87,346,268.

The following table sets out the estimated use of the net proceeds of the IPO as disclosed in the Prospectus, and the net proceeds received from the IPO after offering expenses and actual amounts of other items, as indicated below, up to March 31, 2021.

	As disclosed in the Prospectus	Approximate amount expended from March 9, 2021 to March 31, 2021
	()	()
Future acquisitions
Operating expenses ^(1)^
Other general working capital purposes
Total

All values are in US Dollars.

Note:

(1) Included consulting fees, general and administrative, management and directors’ fees and professional fees.

| 6 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

Summaryof Quarterly Results

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated:


	()	()	()	($)
Three months ended:
From incorporation June 23, 2020 to <br> September 30, 2020	-	(140,631	(140,631.00	-
December 31, 2020	-	(499,803	(0.04	-
March 31, 2021	-	(2,255,579	(0.08	-

All values are in US Dollars.

Changes in net loss from quarter to quarter for the period from incorporation to date have been affected primarily by due diligence costs on project evaluation, professional fees incurred in connection with the IPO, and corporate activities conducted during the respective periods.

Liquidityand Capital Resources

	As at March 31,	As at<br> September 30,
	2021	2020
	()	()
Cash and cash equivalents
Working capital (deficit)			)
Total assets
Total current liabilities
Accounts payable and accrued liabilities
Total non-current liabilities
Shareholders’ equity (deficit)			)

All values are in US Dollars.

As at March 31, 2021, the Company had cash and cash equivalents of $89,566,071 compared to $37,539 at September 30, 2020, royalties with a carrying value of $13,682,527 which was acquired through issuances of the Company’s common shares, and accounts payable and accrued liabilities of $640,968 compared to $75,452 at September 30, 2020. The increase in accounts payable and accrued liabilities of $565,516 was primarily attributed to accrued insurance expenses and unpaid audit and legal fees associated with the Company’s IPO. As at March 31, 2021, the Company had a working capital of $88,978,296 as compared to a working capital deficit of $142,513 as at September 30, 2020, with the increase primarily due to funds received from the IPO.

The Company has not generated any revenue from operations and the only sources of financing to date have been the prior issuance of shares, by way of private placement, and the IPO. The Company’s ability to meet its obligations and finance investment activities depends on its ability to generate cash flow through the issuance of securities pursuant to equity financings and short-term or long-term loans. The Company had no material commitments or contractual obligations as at March 31, 2021. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private placements or public offerings. The Company’s growth and future success is dependent on external sources of financing which may not be available on acceptable terms, or at all.

| 7 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

CashFlows

OperatingActivities

Net cash used in operating activities during the six months ended March 31, 2021 was $1,384,117, which reflected a net loss of $2,755,382 offset by non-cash items including the Company’s share-based compensation of $1,096,694 and non-cash working capital changes including an increase in prepaids and other receivables of $29,502 and accounts payable and accrued liabilities of $394,701, and repayment of the amount due to GoldMining of $83,096. Significant operating expenditures during the period included consulting fees, management salaries and directors’ fees, general and administrative costs and professional fees.

Net cash used in operating activities during the period from incorporation, June 23, 2020 to September 30, 2020 of $83,096 was funded by GoldMining, the former parent company, on behalf of the Company. The amount used in operations reflected a net loss of $140,631 offset by non-cash changes including an increase in other receivables of $241 and prepaids of $16,089 and an increase in accounts payable and accrued liabilities of $73,820. Significant operating expenditures during the period included management salaries, general and administrative costs and professional fees.

InvestingActivities

In the six months ended March 31, 2021, the Company purchased equipment of $1,632, acquired the Quartz Mountain royalty for $150,000 and paid professional fees of $67,260 for the purchase of the royalty interests.

FinancingActivities

During the six months ended March 31, 2021, net cash provided by financing activities was $91,069,406 which was primarily comprised of the net proceeds of $88,208,194 from the IPO and proceeds received from the private placement of $2,848,750.

Net cash provided by financing activities during the period from incorporation, June 23, 2020 to September 30, 2020 was $37,538 which was primarily related to funds advanced by GoldMining. The advance by GoldMining was repaid by the Company during the six months ended March 31, 2021.

ContractualObligations

As at March 31, 2021, the Company did not have any payments due over the succeeding five year period pursuant to any contractual obligations.

Off-BalanceSheet Arrangements

At March 31, 2021, the Company did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

Transactionswith Related Parties

RelatedParty Transactions

During the three and six months ended March 31, 2021, the Company incurred $4,792 and $28,104 in technology expenses for branding and website design services provided by Blender Media Inc., a company controlled by a direct family member of a director of the Company. In addition, the Company settled the amount due to GoldMining, the former parent company, during the six months ended March 31, 2021.

On December 4, 2020, one of the Company’s directors subscribed for 150,000 common shares at $2.15 per share in a private placement.

| 8 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

Transactionswith Key Management Personnel

	For the three months ended	For the six months ended
	March 31, 2021	March 31, 2021
	()	()
Management salaries
Directors’ fees
Share-based compensation
Total

All values are in US Dollars.

As at March 31, 2021 and September 30, 2020, $25,733 and $9,364 were payable to key management personnel for expense reimbursement and services provided to the Company, respectively.

CriticalAccounting Estimates and Judgments

The preparation of financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment include the determination of the fair value of acquired royalty interests, key assumptions underlying the recoverable amounts used in impairment testing, and estimates and assumptions used in the determination of fair value of restricted shares.

The assessment of impairment of royalty, stream and other interests requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test as well as in the assessment of fair values.

The assessment of the fair values of royalty, stream and other interests requires the use of estimates and assumptions. Management uses judgment when assessing whether there are indicators of impairment, such as significant changes in future commodity prices, discount rates, foreign exchange rates, taxes, operator reserve and resource estimates or other relevant information received from the operators that indicates production from stream and royalty interests will not likely occur or may be significantly reduced in the future. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per unit of mineral reserve/resource; (ii) cash-flow multiples; (iii) comparable transactions and (iv) market capitalization of comparable assets. Changes in any of the estimates used in determining the fair value of the royalty, stream and other interests could impact the impairment analysis.

Changein Functional Currency

| 9 |

| --- |

GoldRoyalty Corp.

Management’s Discussion and Analysis

For the three and six months ended March 31, 2021

FinancialInstruments and Risk Management

FinancialInstruments

Financialrisk management objectives and policies

Creditrisk

Liquidityrisk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company’s working capital as at March 31, 2021 was $88,978,296. The Company’s accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.

Commodityprice risk

Currencyrisk

SubsequentEvent

OutstandingShare Data

As at the date hereof, the Company has 41,621,347 common shares, 10,350,000 common share purchase warrants and 2,505,000 share options outstanding.

AdditionalInformation

Additional information concerning the Company is available under the Company’s profile at www.sedar.com and www.sec.gov.

| 10 |

| --- |

Exhibit99.3

FORM52-109F2 – IPO/RTO

CERTIFICATIONOF INTERIM FILINGS FOLLOWING

ANINITIAL PUBLIC OFFERING, REVERSE TAKEOVER OR

BECOMINGA NON-VENTURE ISSUER

I, David Garofalo, Chief Executive Officer of Gold Royalty Corp., certify the following:

1.	Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Gold<br> Royalty Corp. (the “issuer”) for the interim period ended March 31, 2021.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br> untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement<br> not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with<br> the other financial information included in the interim filings fairly present in all material respects the financial condition,<br> results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Date:<br> May 13, 2021
---
/s/ David Garofalo
David<br> Garofalo
Chief<br> Executive Officer

NOTETO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure inIssuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i.	controls and<br> other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings,<br> interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within<br> the time periods specified in securities legislation; and
ii.	a process to provide reasonable<br> assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance<br> with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place<br> to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should<br> be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis<br> DC&P and ICFR as defined in NI 52-109 in the first financial period following
●	completion of the issuer’s initial public offering<br> in the circumstances described in s. 5.3 of NI 52-109;
---	---
●	completion of a reverse takeover in the circumstances<br> described in s. 5.4 of NI 52-109; or
●	the issuer becoming a non-venture issuer in the circumstances<br> described in s. 5.5 of NI 52-109;

may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit99.4

FORM52-109F2 – IPO/RTO

CERTIFICATIONOF INTERIM FILINGS FOLLOWING

ANINITIAL PUBLIC OFFERING, REVERSE TAKEOVER OR

BECOMINGA NON-VENTURE ISSUER

I, Josephine Man, Chief Financial Officer of Gold Royalty Corp., certify the following:

1.	Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”)<br> of Gold Royalty Corp. (the “issuer”) for the interim period ended March 31, 2021.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain<br> any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make<br> a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the<br> interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together<br> with the other financial information included in the interim filings fairly present in all material respects the financial<br> condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.
Date:<br> May 13, 2021
---
/s/ Josephine Man
Josephine<br> Man
Chief<br> Financial Officer

NOTETO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosurein Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i.	controls<br> and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its<br> annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
ii.	a<br> process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following

●	completion<br> of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109;
●	completion<br> of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or
●	the<br> issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109;

may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Gold Royalty Corp 6-K, filed May 14, 2021

About this 6-K