GROY 6-K 2025 - Equibles

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 December 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:

Form<br> 20-F ☒	Form<br> 40-F ☐

INCORPORATIONBY REFERENCE

EXHIBITS 99.1 AND 99.2, INCLUDED WITH THIS REPORT, ARE 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S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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.

	GOLD ROYALTY CORP.
Date:<br> December 11, 2025	By:	/s/ Andrew Gubbels
	Name:	Andrew<br> Gubbels
	Title:	Chief<br> Financial Officer

EXHIBITINDEX

Exhibit	Description of Exhibit
99.1	Press Release dated December 11, 2025
99.2	Material Change Report dated December 11, 2025

Exhibit 99.1

GoldRoyalty Completes US$103.5 Million Bought Deal Financing

Vancouver,British Columbia – December 11, 2025 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce the closing of its previously announced public offering (the “Offering”) of common shares of the Company. Pursuant to the Offering, the Company issued, on a bought deal basis, 25,875,000 common shares (the “Common Shares”), including 3,375,000 Common Shares pursuant to the full exercise of the over-allotment option, at a price of US$4.00 per share, for aggregate gross proceeds of US$103.5 million.

The Offering was completed pursuant to an underwriting agreement dated December 8, 2025, between the Company and a syndicate of underwriters led by National Bank Capital Markets, BMO Capital Markets, and RBC Capital Markets as joint bookrunners.

As announced on December 8, 2025, the Company intends to use the net proceeds of the Offering to fund all or a portion of the consideration for its acquisition of an existing royalty on the Pedra Branca mine from BlackRock World Mining Trust plc (the “Acquisition”), and for general corporate purposes. Pedra Branca is an operating copper and gold mine located in Brazil and currently owned and operated by a subsidiary of BHP Group Limited.

The Offering was made in each of the provinces and territories of Canada, other than Quebec and Nunavut, by way of a prospectus supplement to the Company’s Canadian short form base shelf prospectus dated August 2, 2024. The Company has also filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-3 (File No. 333-280817), which was declared effective by the SEC on August 2, 2024. A prospectus supplement and accompanying shelf prospectus (forming part of the registration statement) relating to the Offering was filed with the SEC. These documents may be accessed for free on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov. An electronic or paper copy of the base shelf prospectus, the preliminary prospectus supplement and the final prospectus supplement (when filed) as well as any amendment to the documents may be obtained in Canada, without charge, from National Bank Financial Inc., 130 King Street West, 4th Floor Podium, Toronto, Ontario, M5X 1J9, by phone at (416)-869-8414, or by email at [email protected], from BMO Nesbitt Burns Inc., Attn: Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, by phone at (905)-791-3151, or by email at [email protected], or from RBC Dominion Securities Inc., Attn: Distribution Centre, RBC Wellington Square, 8th Floor, 180 Wellington St. W., Toronto, Ontario, M5J 0C2, by phone at (416)-842-5349, or by e-mail at [email protected], and in the United States by contacting National Bank of Canada Financial Inc., Attn: Equity Capital Markets, 65 E. 55th St., 8th Floor, New York, New York, 10022, by phone at (416)-869-8414, or by email at [email protected], from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 West 42nd Street, 32nd Floor, New York, New York, 10036, or by email at [email protected], or from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York, 10281-8098; Attn: Equity Syndicate, by phone at (877)-822-4089, or by e-mail at [email protected] by providing the contact with an email address or address, as applicable.. The Offering was also made on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction. On completion of the Offering, the Company had 223,375,625 Common Shares outstanding.

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. Contact

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”), includingbut not limited to statements regarding the proposed Acquisition. Such statements can be generally identified by the use of terms suchas “may”, “will”, “expect”, “intend”, “believe”, “plans”, “anticipate”or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including that the conditionsto the proposed Acquisition will be satisfied in a timely manner. 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, the possibility that the proposed Acquisition does not close when expected, or at all, because conditionsto closing are not satisfied on a timely basis and other factors set forth in the Company’s Annual Report on Form 20-F for theyear ended December 31, 2024 and its other publicly filed documents, available under its profiles at www.sedarplus.ca and www.sec.gov.Although the Company has attempted to identify important factors that could cause actual results to differ materially from those containedin forward-looking statements, prospectuses and prospectus supplement, there may be other factors that cause results not to be as anticipated,estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future eventscould differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-lookingstatements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securitieslaws.

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 December 11, 2025.

3.	News Release:

On December 11, 2025, Gold Royalty Corp. (the “Company”) issued a news release through the facilities of Globe Newswire, a copy of which has been filed on SEDAR+.

4.	Summary of Material Change:

On December 11, 2025, the Company closed its previously announced public offering (the “Offering”) of common shares of the Company (the “Common Shares”). Pursuant to the Offering, the Company issued, on a bought deal basis, 25,875,000 Common Shares, including 3,375,000 Common Shares pursuant to the full exercise of the over-allotment option, at a price of US$4.00 per share, for aggregate gross proceeds of US$103.5 million.

5.	Full Description of Material Change:

On December 11, 2025, the Company closed its Offering of Common Shares. Pursuant to the Offering, the Company issued, on a bought deal basis, 25,875,000 Common Shares, including 3,375,000 Common Shares pursuant to the full exercise of the over-allotment option, at a price of US$4.00 per share, for aggregate gross proceeds of US$103.5 million.

The Offering was completed pursuant to an underwriting agreement dated December 11, 2025, between the Company and a syndicate of underwriters led by National Bank Financial Inc., BMO Capital Markets Corp. and RBC Dominion Securities Inc. as joint bookrunners, and including BMO Nesbitt Burns Inc., Scotia Capital Inc., Canaccord Genuity Corp., H.C. Wainwright & Co., LLC, Raymond James Ltd. and Ventum Capital Corp.

The Common Shares issued pursuant to the Offering have been listed on the NYSE American LLC (“NYSE American”). On completion of the Offering, the Company had 223,375,625 Common Shares outstanding.

The Company intends to use the net proceeds of the Offering to fund all or a portion of the consideration for its previously announced acquisition of an existing royalty on the Pedra Branca mine from BlackRock World Mining Trust plc, and for general corporate purposes. Pedra Branca is an operating copper and gold mine located in Brazil and currently owned and operated by a subsidiary of BHP Group Limited.

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:

December 11, 2025