6-K
Gold Royalty Corp. (GROY)
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 January 2026
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:
Form 20-F ☒ Form 40-F ☐
INCORPORATIONBY REFERENCE
EXHIBITS 99.1 AND 99.2, INCLUDED WITH THIS REPORT, IS HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT 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S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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.
| GOLD ROYALTY CORP. | ||
|---|---|---|
| Date:<br> January 21, 2026 | By: | /s/ Andrew Gubbels |
| Name: | Andrew<br> Gubbels | |
| Title: | Chief<br> Financial Officer |
EXHIBITINDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | News Release |
| 99.2 | Material Change Report |
Exhibit99.1
GoldRoyalty Reports Record Quarterly and Annual Revenue and Completion of Borborema Royalty Acquisition
Vancouver,British Columbia – January 21, 2026 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce its preliminary results for the fourth quarter of 2025, and details of its related quarterly filings and related earnings call. All amounts are expressed in U.S. dollars.
The Company is also pleased to announced that, further to its news release dated January 14, 2026, it has completed the previously announced acquisition of a net smelter returns royalty from Dundee Corporation for total consideration of $45 million, $30 million of which was paid in cash and the balance of which was satisfied by issuing 3,571,429 common shares at closing. As previously announced, the Company has received notification from Taurus Mining Royalty Fund, L.P. that it elects to participate for a one-half indirect economic interest in the royalty for $22.5 million in cash.
PreliminaryFourth Quarter 2025 Results
Gold Royalty achieved another record quarter of revenue and Total Revenue, Land Agreement Proceeds and Interest* for the fourth quarter of 2025. In the fourth quarter of 2025, Total Revenue, Land Agreement Proceeds and Interest* increased by approximately 37% from the fourth quarter of 2024 to $5.2 million (revenue of $4.2 million), equating to 1,255 gold equivalent ounces (“GEOs”)*. For 2025, Total Revenue, Land Agreement and Proceeds and Interest also increased by 38% from 2024 to a record $17.7 million (revenue of $13.9 million), equating to 5,173 GEOs.
Strengthened cash flows through 2025 were driven by, among other things, the operating performances from our royalty interests in Borden (Porcupine Operations), Borborema, Côté and Cozamin, and the stronger gold price. GEOs were negatively impacted by lower-than-expected production from the Vareš mine as the new owner focused on intensified underground development to achieve the design ore production rate of 850,000 tonnes per year by the second half of 2026. In addition, a much higher than budget gold price resulted in lower gold equivalent ounces from the conversion of non-gold revenue.
David Garofalo, Chairman and CEO of Gold Royalty, commented: “We are pleased to again report record quarterly revenues, including record quarterly revenue again in the fourth quarter, and record annual revenue for 2025. These records were achieved despite a transitional period at the Vareš mine through the quarter, thanks to strong performance across our broadly diversified portfolio of cash-flowing royalties and streams.
We also continued to strengthen our already peer-leading portfolio in the fourth quarter, adding the cash-flowing Pedra Branca royalty on December 8, 2025. We expect this royalty, as well as the subsequently acquired Borborema royalty, to meaningfully contribute to further revenue growth in 2026 and beyond. The positive free cash flows generated by our strong portfolio are expected to continue to strengthen our balance sheet, already in a positive net cash position.”
* Total Revenue, Land Agreement Proceeds and Interest and GEOs are each non-IFRS financial measures. See “Non-IFRS Measures” below.
FourthQuarter 2025 Results and Webcast Details
Gold Royalty plans to release its financial and operating results for the quarter ending December 31, 2025, as well as 2026 guidance and our longer-term outlook, after market close on Wednesday, March 18, 2026.
A conference call will be held at 11:00 a.m. EDT (8:00 a.m. PDT) on Thursday, March 19, 2026, to discuss these results. To participate, please use one of the following methods:
Webcast: Click Here
USA (toll-free): 1-833-890-3060
Canada (toll-free): 1-855-669-9657
International: 1-412-206-6408
The fourth quarter 2025 results presentation will be available on Gold Royalty’s website at www.goldroyalty.com and a replay of the event will be available following the presentation.
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. Contacts
Jackie Przybylowski
Vice President, Capital Markets
Telephone: (833) 396-3066
Email: [email protected]
Forward-LookingStatements:
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 (collectively, “forward-looking statements”), includingexpectations regarding future revenues from royalties and the Company’s business plans. Such statements can be generally identifiedby the use of terms such as “may”, “will”, “expect”, “intend”, “believe”,“plans”, “anticipate” or similar terms. Forward-looking statements are based upon certain assumptions and otherimportant factors, including assumptions of management regarding the accuracy of the disclosure of the operators of the projects underlyingthe Company’s projects, their ability to achieve disclosed plans and targets, macroeconomic conditions, commodity prices, and theCompany’s ability to finance future growth and acquisitions. Forward-looking statements are subject to a number of risks, uncertaintiesand other factors which may cause the actual results to be materially different from those expressed or implied by such forward-lookingstatements including, among others, any inability to any inability of the operators of the properties underlying the Company’sroyalty interests to execute proposed plans for such properties or to achieved planned development and production estimates and goals,risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operationsat such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficultieson any such projects, the influence of macroeconomic developments, the ability of the Company to carry out its growth plans and otherfactors set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 and its other publicly fileddocuments under its profiles at www.sedarplus.ca and www.sec.gov. Although the Company has attempted to identify important factors thatcould cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that causeresults not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, asactual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordancewith applicable securities laws.
Non-IFRSMeasures
We have included, in this document, certain performance measures, including: (i) Total Revenue, Land Agreement Proceeds and Interest; and (ii) GEOs which are each non-IFRS measures. The presentation of such non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and other companies may calculate these measures differently.
TotalRevenue, Land Agreement Proceeds and Interest
Total Revenue, Land Agreement Proceeds and Interest are determined by adding land agreement proceeds credited against other mineral interests and interests earned on gold-linked loan to total revenue. We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other gold royalty companies in the precious metal mining industry.
The following is a reconciliation of Total Revenue, Land Agreement Proceeds and Interest to total revenue for the three months ended December 31, 2025 and 2024, respectively:
| For the three months <br>ended December 31 | For the twelve months <br>ended December 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (in thousands of dollars) | () | () | () | () | ||||
| Royalty | ||||||||
| Streaming | ||||||||
| Advance minimum royalty and pre-production royalty | ||||||||
| Land agreement proceeds | ||||||||
| Interest income credited against gold-linked loan | ||||||||
| Total Revenue, Land Agreement Proceeds and Interest | ||||||||
| Land agreement proceeds credited against other mineral interests | ) | ) | ) | ) | ||||
| Interest income credited against gold-linked loan | ) | ) | ) | ) | ||||
| Revenue |
All values are in US Dollars.
GEOs
GEOs are determined by dividing Total Revenue, Land Agreement Proceeds and Interest by the average gold prices for the applicable period:
| (in thousands of dollars, except Average Gold Price/oz and GEOs) | Average Gold Price/oz | Total Revenue, <br><br>Land Agreement Proceeds and Interest | GEOs | |||
|---|---|---|---|---|---|---|
| For the three months ended December 31, 2024 | 2,661 | 3,846 | 1,445 | |||
| For the three months ended December 31, 2025 | 4,149 | 5,206 | 1,255 | |||
| For the twelve months ended December 31, 2024 | 2,352 | 12,847 | 5,462 | |||
| For the twelve months ended December 31, 2025 | 3,435 | 17,768 | 5,173 |
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company: |
|---|
GOLD ROYALTY CORP.
1830-1188 West Georgia Street
Vancouver, British Columbia V6E 4A2
| 2. | Date of Material Change: |
|---|
The material change described in this report occurred on January 21, 2026.
| 3. | News Release: |
|---|
On January 21, 2026, Gold Royalty Corp. (the “Company”) issued a news release through the facilities of Canada Newswire, a copy of which has been filed on SEDAR+.
| 4. | Summary of Material Change: |
|---|
On January 21, 2026, the Company completed its acquisition of an existing 1.5% net smelter returns royalty (the “Royalty”) on the Borborema gold mine from Dundee Corporation (“Dundee”) for total consideration of US$45 million, comprised of US$30 million in cash (“Cash Consideration”) and 3,571,429 newly issued common shares of the Company (“ShareConsideration”) based on a 20-day VWAP of US$4.20. (the “Transaction”). The Company has received notification from Taurus Mining Royalty Fund, L.P. (“Taurus”) that it elects to participate for a one-half indirect economic interest in the Royalty for US$22.5 million in cash.
| 5. | Full Description of Material Change: |
|---|
On January 21, 2026, the Company completed its previously announced acquisition of the Royalty from Dundee for total consideration of US$45,000,000, comprised of the Cash Consideration and the Share Consideration. The Transaction was completed pursuant to a royalty purchase agreement dated January 13, 2026.
The Royalty applies to the Borborema gold mine, operated by Aura Minerals Inc. The Royalty rate is 1.5% of net smelter returns on the first 1.5 million ounces (“Moz”) of payable gold production and 1.0% until 2.0 Moz of payable gold is produced (thereafter nil).
Taurus has notified the Company of its election to participate in this investment under the previously announced mutual cooperation agreement between the parties. Taurus would participate for a one-half indirect economic interest in the Royalty for US$22.5 million in cash. Taurus’ participation is subject to, among other things, finalizing a definitive participation agreement and other customary conditions.
| 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
|---|
Not applicable.
| 7. | Omitted Information: |
|---|
Not applicable.
| 8. | Executive Officer: |
|---|
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
| 9. | Date of Report: |
|---|
January 21, 2026