Skip to main content

GROY 6-K

Gold Royalty Corp. (GROY)

6-K 2025-12-12 For: 2025-12-12
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 December 2025

Commission File Number 001-40099

GOLD ROYALTY CORP.

(Registrant’s name)

1188 West Georgia Street, Suite 1830

Vancouver, BC V6E 4A2

(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<br>20-F ☒ Form<br>40-F ☐

INCORPORATION BY 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S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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<br>ROYALTY CORP.
Date: December<br>12, 2025 By: /s/<br>Andrew Gubbels
Name: Andrew<br>Gubbels
Title: Chief<br>Financial Officer

EXHIBIT INDEX

Exhibit Description<br>of Exhibit
99.1 Press Release dated December 12, 2025
99.2 Material Change Report dated December 12, 2025

Exhibit 99.1

Gold Royalty Completes Pedra Branca Royalty Acquisition

Vancouver, British Columbia – December 12, 2025 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce that, further to its news release dated December 8, 2025, it has completed its acquisition of a royalty (the “Royalty”) on the Pedra Branca operating copper and gold mine (“Pedra Branca”), currently owned and operated by a subsidiary of BHP Group Limited (the “Transaction”).

The Royalty consists of a 25% NSR on gold and a 2% NSR on copper and other products produced from the Pedra Branca mine, comprising the Pedra Branca West and Pedra Branca East areas, and the former Antas North mine which has been fully depleted.

About Gold 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.

Gold Royalty Corp. Contact

Jackie Przybylowski

Vice President, Capital Markets

Telephone: (833) 396-3066

Email: [email protected]

Exhibit 99.2

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name<br>and Address of Company:
GOLD<br>ROYALTY CORP.
1830-1188<br>West Georgia Street
Vancouver,<br>British Columbia V6E 4A2
2. Date<br>of Material Change:
The<br>material change described in this report occurred on December 12, 2025.
3. News<br>Release:
On<br>December 12, 2025, Gold Royalty Corp. (the “Company”) issued a news release through the facilities of Canada Newswire,<br>a copy of which has been filed on SEDAR+.
4. Summary<br>of Material Change:
On<br>December 12, 2025, the Company completed its acquisition of existing royalties (the “Royalties”) on the Pedra<br>Branca copper and gold mine from BlackRock World Mining Trust plc (“BlackRock”) for US$70,000,000 cash (the “Transaction”).
5. Full<br>Description of Material Change:
On<br>December 12, 2025, the Company completed its previously announced acquisition of the Royalties from BlackRock for US$70,000,000.<br>The Transaction was completed pursuant to a royalty purchase agreement dated December 8, 2025.
The<br>Royalties consist of a 25% net smelter return on gold and a 2% net smelter return on copper and other products produced from the<br>Pedra Branca mine, comprising the Pedra Branca West and Pedra Branca East areas, and the former Antas North mine which has been fully<br>depleted.
6. Reliance<br>on Subsection 7.1(2) of National Instrument 51-102
Not<br>applicable.
7. Omitted<br>Information:
Not<br>applicable.
8. Executive<br>Officer:
The<br>following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting<br>the material change and this report:
Andrew<br>Gubbels
Chief<br>Financial Officer
Telephone:<br>(604) 396-3066
9. Date<br>of Report:
December<br>12, 2025