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 December 2022
CommissionFile Number 001-40099
| GOLD ROYALTY CORP. |
|---|
| (Registrant’s name) |
| 1030 West Georgia Street, Suite 1830 |
| --- |
| 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): ☐
INCORPORATION BY REFERENCE
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) and Form S-8, as amended (Registration No. 333-267421), of Gold Royalty Corp. (including any prospectus forming a part of such registration statements) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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 2, 2022 | By: | /s/ David Garofalo |
| Name: | David<br> Garofalo | |
| Title: | Chief<br> Executive Officer, President and Chairman |
EXHIBITINDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press<br> Release dated December 2, 2022 |
Exhibit99.1

GoldRoyalty Acquires 12 new royalties in the prolific Abitibi Greenstone belt and enters agreements to generate future royalties
DESIGNATEDNEWS RELEASE
Vancouver,British Columbia – December 2, 2022 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce that it has entered into an agreement with Val-d’Or Mining Corporation (TSX-V:VZZ) (“Val-d’Or Mining”) to sell and generate royalties on 12 prospective properties in Québec and Ontario (the “VZZ Agreement”). Under the VZZ Agreement, the Company will also retain a right of first refusal (“ROFR”) on any royalty or similar interest sold by Val-d’Or Mining.
Gold Royalty has also entered into a strategic alliance with International Prospect Ventures Ltd. (TSX-V:IZZ) (“International ProspectVentures”) providing the Company with a ROFR on any royalty or similar interest sold by International Prospect Ventures in Australia (the “IZZ Agreement”). The strategic alliance also includes a royalty referral arrangement which will provide Gold Royalty with the opportunity to acquire certain royalties identified by International Prospect Ventures in Australia.
TheVZZ Agreement:
| ● | Gold<br> Royalty will divest the mineral rights and interests to Val-d’Or Mining and retain<br> a 0.5% to 1.0% net smelter return (“NSR”) royalty on the following properties<br> located in Québec and Ontario: Bogside, Bogside NW, Cheechoo B East, Island 27, Matachewan,<br> Munro, North Contact, Recession Larder, Riverside, Sharks, Smokehead and Titanic (together<br> the “Exploration Portfolio”). |
|---|---|
| ● | Gold<br> Royalty will assign to Val-d’Or Mining all rights, title, obligations and interests<br> under the option agreement between a subsidiary of Gold Royalty and Eldorado Gold (Québec)<br> Inc. (“Eldorado”) dated October 8, 2021. Gold Royalty will divest the<br> mineral rights and interests to Val-d’Or Mining and, subject to certain closing<br> conditions, including but not limited to consent of the assignment from Eldorado, will<br> retain rights to a 1.5% NSR royalty on all properties subject to joint venture agreements<br> consisting of the Claw Lake, Cook Lake and Murdoch Creek properties in Ontario and the Perestroika<br> Prospect in Québec (together the “JV Exploration Portfolio”). |
| ● | Gold<br> Royalty will retain a ROFR on any royalty or similar interest that Val D’Or Mining<br> intends to sell, transfer or otherwise dispose of. The ROFR is subject to Gold Royalty and<br> its affiliates holding at least 10% of the outstanding common shares of Val-d’Or Mining.<br> Gold Royalty currently owns 35% of the outstanding common shares of Val-d’Or Mining. |
| --- | --- |
| ● | The<br> transactions contemplated by the VZZ Agreement are subject to customary closing conditions. |
TheIZZ Agreement:
Gold Royalty has also entered into a strategic alliance with International Prospect Ventures providing the Company with a ROFR on any royalty or similar interest sold by International Prospect Ventures in Australia. The strategic alliance also includes a royalty referral arrangement which will provide Gold Royalty with the opportunity to acquire certain royalties identified by International Prospect Ventures in Australia in consideration for which the International Prospect Ventures will retain an interest in the underlying royalty on a carried-basis. The strategic alliance, including the royalty referral arrangement and ROFR, are subject to to Gold Royalty and its affiliates holding at least 10% of the outstanding common shares of International Prospect Ventures. Gold Royalty currently owns 11% of the outstanding common shares of International Prospect Ventures.
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.
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”), including but not limitedto statements regarding expectations regarding the completion of the transactions disclosed herein and the expected benefitsthereof. Such statements can be generally identified by the use of terms such as “may”, “will”, “expect”,“intend”, “believe”, “plans”, “anticipate” or similar terms. Forward-looking statements are basedupon certain assumptions and other important factors, including assumptions of management regarding the ability of the parties to satisfythe conditions to the completion of the transaction disclosed herein. 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 ability of the parties to satisfy the conditions to the transaction, any inability of theCompany to realize the expected benefits of the transaction disclosed herein and other factors set forth in the Company’s AnnualReport on Form 20-F for the year ended September 30, 2021 and its other publicly filed documents under its profiles at www.sedar.comand www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materiallyfrom those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimatedor intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differmaterially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.