6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WashingtonD.C. 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 August 2022.

Commission File Number: 001-40099

GOLDROYALTY CORP.

(Translationof registrant’s name into English)

Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, Canada

(Addressof principal executive office)

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): ☐

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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INCORPORATIONBY REFERENCE

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The information contained in this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3, as amended (Registration No. 333-265581), of Gold Royalty Corp. (including any prospectus forming a part of such registration statement) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

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Exhibit<br><br> <br>Number	Description
99.1	Material<br> Change Report dated August 18, 2022

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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.

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GOLD ROYALTY CORP.
By:	/s/ Josephine Man
	Josephine<br> Man
	Chief<br> Financial Officer
Date: August 18, 2022

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

1.	Name and Address of Company:

GOLD ROYALTY CORP.

1830-1030 West Georgia Street

Vancouver, British Columbia V6E 2Y3

2.	Date of Material Change:

The material change described in this report occurred on August 15, 2022.

3.	News Release:

On August 15, 2022, 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 the System for Electronic Document Analysis and Retrieval (SEDAR).

4.	Summary of Material Change:

On August 15, 2022, the Company established an “at-the market” equity program (the “ATM Program”) that will allow the Company to issue up to US$50 million of common shares (the “ATM Shares”) from treasury to the public from time to time.

5.	Full Description of Material Change:

On August 15, 2022, the Company established the ATM Program that will allow the Company to issue up to US$50 million of ATM Shares from treasury to the public from time to time. Such sales will be made pursuant to an equity distribution agreement (the “DistributionAgreement”) among the Company and a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright & Co. LLC, Haywood Securities Inc., Laurentian Bank Securities, Inc., Laurentian Capital (USA) Inc., Raymond James Ltd. and Raymond James & Associates, Inc. (collectively, the “Agents”).

Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches the aggregate amount of US$50 million; or (b) September 1, 2023. The volume and timing of distributions under the ATM Program, if any, will be determined at the Company’s sole discretion, subject to applicable regulatory limitations. Any sales of ATM Shares will be made by the Agents through the facilities of the NYSE American LLC, or any other marketplace on which the common shares of Gold Royalty are listed, quoted or otherwise traded, at the prevailing market prices.

The ATM Program became effective upon the filing of a prospectus supplement to the Company’s short form base shelf prospectus dated July 15, 2022, and U.S. registration statement on Form F-3 filed on June 13, 2022, as amended on July 6, 2022, filed with the securities commissions in each of the provinces and territories of Canada and with the United States Securities and Exchange Commission.

The Company intends to use the net proceeds, if any, from the ATM Program to implement its growth and acquisition strategy, including the direct and indirect acquisition of additional royalties, streams and similar interests, and for working capital.

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:

Josephine Man

Chief Financial Officer

Telephone: (604) 396-3066

9.	Date of Report:

August 18, 2022.