GROY 6-K/A

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,DC 20549

Form6-K/A

(AmendmentNo. 1)

REPORTOF FOREIGN PRIVATE ISSUER

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

SECURITIESEXCHANGE ACT OF 1934

Forthe month of February 2025

CommissionFile Number 001-40099

GOLDROYALTY CORP.

(Registrant’sname)

1188West Georgia Street, Suite 1830

Vancouver,BC V6E 4A2

(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:

EXPLANATORYNOTE

Gold Royalty Corp. (the “Company”) is filing this Amendment No. 1 to the Company’s Report on Form 6-K, filed with the Securities and Exchange Commission on February 24, 2025, solely for the purpose of filing a corrected copy of Exhibit 99.2. No other changes were made to the Original 6-K, or to the exhibits attached thereto.

INCORPORATIONBY REFERENCE

EXHIBIT 99.2, INCLUDED WITH THIS REPORT, IS HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED AND SUPPLEMENTED (FILE NOS. 333-280817, 333-280507, 333-276305, 333-267633, 333-270682) AND FORM S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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.

EXHIBITINDEX

* Previously filed.

Exhibit 99.2

FORM 51-102F3

MATERIAL CHANGE REPORT

GOLD ROYALTY CORP.

1830-1188 West Georgia Street

Vancouver, British Columbia V6E 4A2

The material change described in this report occurred on February 24, 2025.

On February 24, 2025, Gold Royalty Corp. (the “Company”) issued a news release (the “News Release”) through the facilities of Canada Newswire, a copy of which has been filed on SEDAR+.

On February 24, 2025, the Company entered into an amendment agreement with the Bank of Montreal and the National Bank of Canada to amend and upsize its existing revolving credit facility (the “Facility”) and extend the maturity date.

On February 24, 2025, the Company entered into an amendment agreement with the Bank of Montreal and the National Bank of Canada to amend and upsize the Facility, that includes the Accordion.

The Facility, secured against the assets of the Company, will be available for general corporate purposes, acquisitions and investments, and will bear a reduced interest rate based on SOFR plus a margin of 3.00%, reflecting a 100 basis points interest rate reduction. The Facility now consists of a US$30 million secured revolving credit line of which US$25 million is drawn, with an accordion feature allowing for up to an additional US$45 million in availability, for a total maximum US$75 million. The maturity date of the Facility has been extended from March 31, 2027, to March 31, 2028. The exercise of the Accordion is subject to certain additional conditions and the satisfaction of financial covenants.

Not applicable.

Not applicable.

The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting the material change and this report:

Andrew Gubbels

Chief Financial Officer

Telephone: (604) 396-3066

February 25, 2025.