6-K
Gold Royalty Corp. (GROY)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,DC 20549
Form6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number 001-40099
| GOLD ROYALTY CORP. |
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| (Registrant’s name) |
| 1030 West Georgia Street, Suite 1830 |
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| Vancouver, BC V6E 2Y3 |
| (604) 396-3066 |
| (Address of 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 ☒ 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. | ||
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| Date: May 23, 2023 | By: | /s/ David Garofalo |
| Name: | David Garofalo | |
| Title: | Chief Executive Officer, President and Chairman |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated May 23, 2023 |
E****xhibit99.1
GoldRoyalty Declares Second Quarter 2023 Dividend
DESIGNATEDNEWS RELEASE
Vancouver,British Columbia – May 23, 2023 – Gold Royalty Corp. (NYSE American: GROY) (“Gold Royalty” or the “Company”) is pleased to announce that its board of directors has declared the Company’s second quarter 2023 cash dividend of US$0.01 per common share. The dividend will be paid on June 30, 2023 to shareholders of record as of the close of business on June 20, 2023.
The dividend qualifies as an “eligible” dividend as defined in the Income Tax Act (Canada). The dividend is subject to customary Canadian withholding tax for shareholders that are not resident in Canada. The Company’s dividend program contemplates quarterly dividends, the declaration, timing, amount and payment of which will be subject to the discretion and approval of the board of directors of the Company based on relevant factors, including, among others, the Company’s financial condition and capital allocation plans.
DividendReinvestment Plan
The Company reminds shareholders that it has implemented a dividend reinvestment plan (the “DRIP”).
In order to be eligible to participate in the DRIP for the second quarter, registered shareholders, who have not already done so, must complete the enrollment form via the link provided below, which is also available on the Company’s website, by 5:00 pm (EDT) on June 13, 2023. Beneficial shareholders will need to make arrangements through their brokers and/or nominees sufficiently in advance of such time.
The DRIP allows participating shareholders to reinvest some or all their cash dividends into additional common shares, without incurring any additional brokerage fees or commissions. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP.
For the purposes of this dividend, the Company has elected to issue common shares under the DRIP through treasury at the Average Market Price, as defined in the DRIP.
Participationin the DRIP
Participation in the DRIP is available to shareholders residing in (i) Canada; (ii) the United States; and (iii) all other jurisdictions where such participation is not prohibited under applicable law.
RegisteredShareholders
Registered Shareholders may enroll in the DRIP by completing an enrollment form, which is available on the Company’s website at http://www.goldroyalty.com/investors/dividends/ and following the instructions therein.
BeneficialShareholders
Beneficial shareholders should contact their financial intermediary to seek enrollment. In order to participate in the DRIP, a beneficial shareholder must either:
| 1. | arrange<br> for their broker or other nominee to enroll in the DRIP on their behalf; or |
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| 2. | transfer<br> their common shares into their own name and enroll directly in the DRIP as a registered shareholder. |
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Due to the rules and policies of The Depository Trust Company (“DTC”), in order to make an election under the DRIP, beneficial shareholders that hold their common shares through a DTC participant broker, will need to either cause their broker to withdraw their shares from DTC and deposit them with the Clearing and Depository Services, Inc.; or (ii) cause their broker to register such shares directly in the name of such beneficial shareholder. Such actions would need to be completed with sufficient time to deliver elections prior to applicable deadlines as set forth in the DRIP.
All shareholders considering enrollment in the DRIP should carefully review the terms of the DRIP, a copy of which is available at http://www.goldroyalty.com/investors/dividends/, and consult with their advisors as to the implications of enrollment in the DRIP.
This news release is not an offer to sell or a solicitation of an offer of securities. The Company has filed a registration statement relating to the DRIP with the U.S. Securities and Exchange Commission, and electronic copies may be obtained under the Company’s profile on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov or by contacting the Company using the contact information below.
Shareholders with any questions regarding the DRIP and the enrollment process may contact: [email protected].
AboutGold Royalty Corp.
Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty’s diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.
GoldRoyalty Corp.
Peter Behncke
Manager, Corporate Development & Investor Relations
Telephone: (833) 396-3066
Email: [email protected]
CautionaryStatement on Forward-Looking Information:
Certainof the information contained in this news release constitutes ‘forward-looking information’ and ‘forward-looking statements’within the meaning of applicable Canadian and U.S. securities laws (“forward-looking statements”) which involve known andunknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to bematerially different from the results, performance or achievements expressed or implied therein. Forward-looking statements, which areall statements other than statements of historical fact, include, but are not limited to, statements respecting future dividends. Forward-lookingstatements are based upon certain assumptions and other important factors, including assumptions relating to commodities prices, theprojects underlying the Company’s royalty interests and the business of the Company. Forward-looking statements are subject toa number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressedor implied by such forward-looking statements including, among others, risks related to the Company’s ability to satisfy the conditionsand covenants necessary to exercise the Accordion, and other factors set forth in the Company’s Annual Report on Form 20-F forthe year ended September 30, 2022 and its other publicly filed documents under its profiles at www.sedar.com and www.sec.gov. Althoughthe Company has attempted to identify important factors that could cause actual results to differ materially from those contained inforward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There canbe no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company doesnot undertake to update any forward-looking statements, except in accordance with applicable securities laws.
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