Gold Royalty Corp 6-K, filed Feb 21, 2023
Gold Royalty Corp. (GROY)
About this 6-K
Gold Royalty Corp filed this 6-K on February 21, 2023.
UNITED STATES
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-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 February 2023.
Commission File Number: 001-40099
GOLD ROYALTY CORP.
(Registrant’s name)
1030
West Georgia Street, Suite 1830
Vancouver, British Columbia, Canada V6E 2Y3
(Address of 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): ☐
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.
INCORPORATION BY REFERENCE
The information contained in this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements 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registration statements) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Material Change Report dated February 17, 2023 |
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.
| By: | (signed) “Andrew Gubbels” | |
| Andrew Gubbels | ||
| Chief Financial Officer | ||
| Date: February 21, 2023 | ||
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 February 10, 2023.
| 3. | News Release: |
On February 13, 2023, Gold Royalty Corp. (the “Company” or “GRC”) 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 February 10, 2023, the Company entered into an amended and restated credit agreement with the Bank of Montreal and the National Bank of Canada to expand its existing secured revolving credit facility by US$10 million to US$35 million.
| 5. | Full Description of Material Change: |
On February 10, 2023, the Company entered into an amended and restated credit agreement with the Bank of Montreal and the National Bank of Canada to expand its existing secured revolving credit facility by US$10 million to US$35 million. The expanded credit facility consists of a US$20 million secured revolving credit facility (the “Facility”), with an accordion feature providing for an additional US$15 million of availability (the “Accordion”)..
The Facility, secured against the assets of the Company, will be available for general corporate purposes, acquisitions and investments, and bears interest at a rate determined by reference to the Base Rate plus a margin of 3.00% or Adjusted Term SOFR plus a margin of 4.00%, as applicable. The Facility has a maturity date of March 31, 2025. The exercise of the Accordion is subject to certain additional conditions, including the satisfaction of financial covenants.
| 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: |
February 17, 2023