Gold Royalty Corp 6-K, filed Aug 6, 2025
Gold Royalty Corp. (GROY)
About this 6-K
Gold Royalty Corp filed this 6-K on August 6, 2025.
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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 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number 001-40099
GOLD ROYALTY CORP.
(Translation of registrant’s name into English)
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 20-F ☒ Form 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S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
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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. |
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Date: August 6, 2025 |
By: |
/s/ Andrew Gubbels |
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Name: |
Andrew Gubbels |
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Title: |
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit |
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Description of Exhibit |
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99.1 |
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Condensed interim consolidated financial statements for the three and six months ended June 30, 2025 |
99.2 |
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Management’s discussion and analysis for the three and six months ended June 30, 2025 |
99.3 |
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99.4 |
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Exhibit 99.1
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
Gold Royalty Corp.
Condensed Interim Consolidated Statements of Financial Position
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
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As at |
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As at |
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June 30, 2025 |
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December 31, 2024 |
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Notes |
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($) |
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($) |
Assets |
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Current assets |
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|
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Cash and cash equivalents |
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3,054 |
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2,267 |
Short-term investments |
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180 |
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214 |
Accounts receivable |
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1,976 |
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1,663 |
Prepaids and other receivables |
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1,988 |
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1,727 |
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7,198 |
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5,871 |
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Non-current assets |
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Royalties, streaming and other mineral interests |
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4 |
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719,201 |
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717,780 |
Long-term investment |
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5 |
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1,469 |
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1,390 |
Investment in associate |
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1,424 |
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1,495 |
Gold-linked loan |
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6 |
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10,753 |
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10,739 |
Other long-term assets |
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201 |
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240 |
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733,048 |
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731,644 |
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740,246 |
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737,515 |
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Liabilities |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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4,628 |
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3,859 |
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4,628 |
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3,859 |
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Non-current liabilities |
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Non-current portion of lease obligation |
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145 |
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181 |
Bank loan |
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7 |
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25,940 |
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24,920 |
Convertible debentures |
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8 |
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26,085 |
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24,898 |
Embedded derivative |
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9 |
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1,029 |
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1,309 |
Deferred income tax liability |
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124,018 |
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124,045 |
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177,217 |
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175,353 |
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181,845 |
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179,212 |
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Equity |
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Issued capital |
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10 |
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596,874 |
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595,811 |
Reserves |
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10 |
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36,635 |
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35,684 |
Accumulated deficit |
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(75,304) |
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(73,227) |
Accumulated other comprehensive income |
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196 |
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35 |
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558,401 |
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558,303 |
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740,246 |
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737,515 |
Subsequent events (Note 17)
Approved by the Board of Directors:
/s/ Ken Robertson |
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/s/ Warren Gilman |
Ken Robertson Director |
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Warren Gilman Director |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
1
Gold Royalty Corp.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
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For the three months ended |
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For the six months ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Notes |
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($) |
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($) |
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($) |
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($) |
Revenue |
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Revenue |
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11 |
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3,823 |
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1,794 |
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6,961 |
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4,688 |
Cost of sales |
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Cost of sales excluding depletion |
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4 |
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(268) |
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— |
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(413) |
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— |
Depletion |
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4 |
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(418) |
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(425) |
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(509) |
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(945) |
Gross profit |
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3,137 |
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1,369 |
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6,039 |
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3,743 |
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Other operating income/(expenses) |
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General and administrative costs |
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12 |
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(1,841) |
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(1,661) |
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(3,662) |
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(3,922) |
Project evaluation costs |
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12 |
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— |
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(13) |
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(18) |
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(32) |
Share of gain/(loss) in associate |
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(50) |
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152 |
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(80) |
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100 |
Dilution gain/(loss) in associate |
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(73) |
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— |
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(73) |
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9 |
Share-based compensation |
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12 |
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(650) |
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(459) |
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(1,342) |
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(1,054) |
Operating income/(loss) for the period |
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523 |
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(612) |
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864 |
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(1,156) |
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Other items |
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Change in fair value of gold-linked loan |
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6 |
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425 |
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311 |
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715 |
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950 |
Change in fair value of short-term investments |
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47 |
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(52) |
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(27) |
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49 |
Change in fair value of embedded derivative |
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9 |
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180 |
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179 |
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280 |
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370 |
Foreign exchange gain |
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(81) |
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(100) |
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(52) |
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(13) |
Finance costs |
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13 |
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(2,236) |
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(1,905) |
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(4,441) |
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(3,689) |
Loan modification gain |
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7 |
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— |
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— |
|
693 |
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310 |
Other income/(expense) |
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(27) |
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38 |
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(18) |
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59 |
Net loss before income taxes for the period |
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(1,169) |
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(2,141) |
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(1,986) |
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(3,120) |
Current tax expense |
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(47) |
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(30) |
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(118) |
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(819) |
Deferred tax recovery/(expense) |
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387 |
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(65) |
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27 |
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298 |
Net loss after income taxes for the period |
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(829) |
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(2,236) |
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(2,077) |
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(3,641) |
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Other comprehensive income |
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Item that may be reclassified subsequently to net income: |
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Foreign currency translation differences |
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161 |
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(141) |
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161 |
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(178) |
Total comprehensive loss for the period |
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(668) |
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(2,377) |
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(1,916) |
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(3,819) |
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Net loss per share, basic and diluted |
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(0.00) |
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(0.01) |
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(0.01) |
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(0.02) |
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Weighted average number of common shares outstanding, basic and diluted |
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170,553,644 |
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153,412,808 |
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170,407,047 |
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149,595,753 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
2
Gold Royalty Corp.
Condensed Interim Consolidated Statements of Changes in Equity
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
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Notes |
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Number of |
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Issued Capital |
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Reserves |
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Accumulated |
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Accumulated |
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Total |
Balance at December 31, 2023 |
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145,669,046 |
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556,177 |
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34,226 |
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(69,816) |
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363 |
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520,950 |
GRC Shares issued upon vesting of restricted share units |
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73,105 |
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303 |
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(303) |
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— |
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— |
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— |
GRC Shares issued for interest payment of convertible debentures |
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332,070 |
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550 |
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— |
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— |
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— |
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550 |
GRC Shares issued for marketing services |
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8,000 |
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12 |
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— |
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— |
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12 |
GRC Shares issued upon exercise of share options - Golden Valley Abitibi Royalties Ltd. |
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21,581 |
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224 |
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(224) |
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— |
Share-based compensation - share options |
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— |
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— |
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122 |
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— |
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— |
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122 |
Share-based compensation - restricted share units |
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— |
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— |
|
920 |
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— |
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— |
|
920 |
Stream acquisition: |
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GRC Shares issued to acquire streams |
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2,906,977 |
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5,000 |
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— |
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— |
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— |
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5,000 |
Issuance cost |
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— |
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(31) |
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— |
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— |
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— |
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(31) |
Bought deal offering: |
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GRC Shares and Warrants issued for cash |
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20,058,300 |
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33,497 |
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1,003 |
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— |
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— |
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34,500 |
Issuance cost |
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— |
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(2,264) |
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— |
|
— |
|
— |
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(2,264) |
Net loss for the period |
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|
|
— |
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— |
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— |
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(3,641) |
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(178) |
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(3,819) |
Balance at June 30, 2024 |
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|
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169,069,079 |
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593,468 |
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35,744 |
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(73,457) |
|
185 |
|
555,940 |
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Notes |
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Number of |
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Issued Capital |
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Reserves |
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Accumulated |
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Accumulated |
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Total |
Balance at December 31, 2024 |
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|
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170,205,124 |
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595,811 |
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35,684 |
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(73,227) |
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35 |
|
558,303 |
GRC Shares issued upon vesting of restricted share units |
|
10 |
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69,783 |
|
287 |
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(287) |
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— |
|
— |
|
— |
GRC Shares issued for interest payment of convertible debentures |
|
10 |
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398,333 |
|
600 |
|
— |
|
— |
|
— |
|
600 |
GRC Shares issued upon exercise of share options - Golden Valley Abitibi Royalties Ltd. |
|
10 |
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36,170 |
|
176 |
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(104) |
|
— |
|
— |
|
72 |
Share-based compensation - share options |
|
10 |
|
— |
|
— |
|
441 |
|
— |
|
— |
|
441 |
Share-based compensation - restricted share units |
|
10 |
|
— |
|
— |
|
901 |
|
— |
|
— |
|
901 |
Net loss for the period |
|
|
|
— |
|
— |
|
— |
|
(2,077) |
|
161 |
|
(1,916) |
Balance at June 30, 2025 |
|
|
|
170,709,410 |
|
596,874 |
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36,635 |
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(75,304) |
|
196 |
|
558,401 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
3
Gold Royalty Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
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For the three months ended |
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For the six months ended |
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|
2025 |
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2024 |
|
2025 |
|
2024 |
|
|
($) |
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($) |
|
($) |
|
($) |
Operating activities |
|
|
|
|
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Net loss for the period |
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(829) |
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(2,236) |
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(2,077) |
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(3,641) |
Items not involving cash: |
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Depreciation |
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20 |
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19 |
|
39 |
|
39 |
Depletion |
|
418 |
|
425 |
|
509 |
|
945 |
Finance costs |
|
2,236 |
|
1,905 |
|
4,441 |
|
3,689 |
Other (income)/expense |
|
27 |
|
(38) |
|
18 |
|
(59) |
Share-based compensation |
|
650 |
|
459 |
|
1,342 |
|
1,054 |
Change in fair value of short-term investments |
|
(47) |
|
52 |
|
27 |
|
(49) |
Change in fair value of embedded derivative |
|
(180) |
|
(179) |
|
(280) |
|
(370) |
Loan modification gain |
|
— |
|
— |
|
(693) |
|
(310) |
Change in fair value of gold-linked loan |
|
(425) |
|
(311) |
|
(715) |
|
(950) |
Share of loss in associate |
|
50 |
|
(152) |
|
80 |
|
(100) |
Dilution (gain)/loss in associate |
|
73 |
|
— |
|
73 |
|
(9) |
Deferred tax (recovery)/expense |
|
(387) |
|
65 |
|
(27) |
|
(298) |
Unrealized foreign exchange gain |
|
85 |
|
50 |
|
60 |
|
(38) |
Operating cash flows before movements in working capital |
|
1,691 |
|
59 |
|
2,797 |
|
(97) |
Net changes in non-cash working capital items: |
|
|
|
|
|
|
|
|
Accounts receivables |
|
(779) |
|
868 |
|
(313) |
|
(114) |
Interest income credited against gold-linked loan |
|
375 |
|
258 |
|
701 |
|
499 |
Prepaids and other receivables |
|
(188) |
|
355 |
|
(158) |
|
470 |
Accounts payable and accrued liabilities |
|
(30) |
|
(553) |
|
529 |
|
565 |
Cash provided by operating activities |
|
1,069 |
|
987 |
|
3,556 |
|
1,323 |
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
Interest received |
|
7 |
|
38 |
|
16 |
|
59 |
Investment in royalties, streaming and other mineral interests |
|
— |
|
(45,623) |
|
(2,209) |
|
(45,646) |
Proceeds on disposition of short-term investments |
|
7 |
|
123 |
|
7 |
|
123 |
Land agreements proceeds credited against other mineral interests |
|
214 |
|
155 |
|
327 |
|
1,205 |
Cash provided by/(used in) investing activities |
|
228 |
|
(45,307) |
|
(1,859) |
|
(44,259) |
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Proceeds from issuance of common shares |
|
72 |
|
32,236 |
|
72 |
|
32,236 |
Net proceeds from bank loan/(payment of bank transaction costs) |
|
— |
|
14,853 |
|
1,835 |
|
14,716 |
Interest paid |
|
(1,504) |
|
(970) |
|
(2,769) |
|
(1,831) |
Payment of lease obligations |
|
(25) |
|
(24) |
|
(48) |
|
(44) |
Cash provided by/(used in) financing activities |
|
(1,457) |
|
46,095 |
|
(910) |
|
45,077 |
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash |
|
(160) |
|
1,775 |
|
787 |
|
2,141 |
Cash and cash equivalents |
|
|
|
|
|
|
|
|
Beginning of period |
|
3,214 |
|
1,809 |
|
2,267 |
|
1,443 |
End of period |
|
3,054 |
|
3,584 |
|
3,054 |
|
3,584 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements
4
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
1. Corporate information
Gold Royalty Corp. ("GRC" or the "Company") is a company incorporated in Canada on June 23, 2020 and domiciled in Canada. GRC is principally engaged in acquiring gold-focused royalty and mineral stream interests. The registered office of the Company is located at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada. The principal address of the Company is located at 1830 – 1188 West Georgia Street Vancouver, BC, V6E 4A2, Canada.
The Company's common shares (the "GRC Shares") and common share purchase warrants ("Warrants") are listed on the NYSE American under the symbols "GROY" and "GROY-WT", respectively.
2. Basis of preparation and Significant accounting policies
2.1 Statement of compliance
The Company's condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS" or "IFRS Accounting Standards") applicable to the presentation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2024.
These condensed interim consolidated financial statements were authorized for issue by the Company's board of directors (the "Board") on August 6, 2025.
2.2 Basis of presentation
The Company's condensed interim consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company's condensed interim consolidated financial statements are presented in United States dollars ("U.S. dollar", "$" or "dollar"). All values are rounded to the nearest thousand except where otherwise indicated.
The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's annual financial statements for the year ended December 31, 2024. The Company's interim results are not necessarily indicative of its results for a full year.
The condensed interim consolidated financial statements include the financial statements of Gold Royalty Corp. and its wholly-owned subsidiaries:
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% Equity Interest as at |
||
Name of subsidiary |
|
Country of Incorporation |
|
Functional Currency |
|
June 30, 2025 |
|
December 31, 2024 |
Ely Gold Royalties Inc. |
|
Canada |
|
U.S. dollar |
|
100% |
|
100% |
Nevada Select Royalty, Inc. |
|
USA |
|
U.S. dollar |
|
100% |
|
100% |
Ren Royalties LLC |
|
USA |
|
U.S. dollar |
|
100% |
|
100% |
VEK Associates |
|
USA |
|
U.S. dollar |
|
100% |
|
100% |
Gold Royalty Holdings Ltd. |
|
Canada |
|
U.S. dollar |
|
100% |
|
100% |
Groyco Mex. S.A. de C.V. |
|
Mexico |
|
U.S. dollar |
|
100% |
|
100% |
All subsidiaries are consolidated from the date the Company obtained control until the date that its control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from the subsidiaries and has the ability to affect those returns through its power over the entity. All inter-company transactions, balances, income and expenses are eliminated through the consolidation process. The accounts of all subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
3. IFRS Pronouncement
3.1 Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
In May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of certain financial assets and liabilities, and amended the requirements related to settling financial liabilities using an electronic payment system. It also clarified how to assess the contractual cash flow characteristics of financial assets in determining whether they meet the solely payments of principal and interest criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent features. The IASB added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income.
The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. Management is currently assessing the effect of these amendments on our financial statements.
5
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
3. IFRS Pronouncement (continued)
3.2 IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure of Financial Statements (IFRS 18), which replaces IAS 1, Presentation of Financial Statements. IFRS 18 introduces a specified structure for the income statement by requiring income and expenses to be presented into the three defined categories of operating, investing and financing, and by specifying certain defined totals and subtotals. Where company-specific measures related to the income statement are provided, IFRS 18 requires companies to disclose explanations around these measures, which are referred to as management-defined performance measures. IFRS 18 also provides additional guidance on principles of aggregation and disaggregation which apply to the primary financial statements and the notes. IFRS 18 will not affect the recognition and measurement of items in the financial statements, nor will it affect which items are classified in other comprehensive income and how these items are classified. The standard is effective for reporting periods beginning on or after January 1, 2027, including for interim financial statements. Retrospective application is required, and early application is permitted. Management is currently assessing the effect of this new standard on our financial statements.
4. Royalties, streaming and other mineral interests
|
|
Streams on Production Stage Assets |
|
Royalties on Production Stage Assets |
|
Royalties on Development Stage Assets |
|
Royalties on Exploration and Resource Stage Assets |
|
Other mineral interests |
|
Total |
Balance at December 31, 2023 |
|
— |
|
308,330 |
|
143,672 |
|
202,851 |
|
16,869 |
|
671,722 |
Additions |
|
50,884 |
|
— |
|
— |
|
— |
|
153 |
|
51,037 |
Disposal |
|
— |
|
— |
|
— |
|
— |
|
(112) |
|
(112) |
Depletion |
|
(314) |
|
(2,890) |
|
— |
|
— |
|
— |
|
(3,204) |
Land agreement proceeds |
|
— |
|
— |
|
— |
|
— |
|
(1,663) |
|
(1,663) |
Transfers |
|
— |
|
16,132 |
|
(16,132) |
|
— |
|
— |
|
— |
Balance at December 31, 2024 |
|
50,570 |
|
321,572 |
|
127,540 |
|
202,851 |
|
15,247 |
|
717,780 |
Additions |
|
— |
|
— |
|
— |
|
2,246 |
|
11 |
|
2,257 |
Depletion |
|
(364) |
|
(145) |
|
— |
|
— |
|
— |
|
(509) |
Land agreement proceeds |
|
— |
|
— |
|
— |
|
— |
|
(327) |
|
(327) |
Transfers |
|
— |
|
— |
|
— |
|
17 |
|
(17) |
|
— |
Balance at June 30, 2025 |
|
50,206 |
|
321,427 |
|
127,540 |
|
205,114 |
|
14,914 |
|
719,201 |
Garrison Royalty Acquisition
On March 7, 2025, the Company acquired a 1.2% NSR royalty with respect to the Garrison Project, located near Timmins, Ontario and operated by STLLR Gold Inc. from certain third-party vendors at a consideration of $1,948 (C$2,800). Transaction costs amounting to $298 were recorded as part of the carrying value of the Garrison Royalty.
Land Agreement Proceeds
In the three and six months ended June 30, 2025, the Company received land agreement proceeds that were credited against mineral properties, which related to its royalty generator model of $214 (2024: $163) and $327 (2024: $1,213), respectively.
Cost of sales excluding depletion
During the three and six months ended June 30, 2025, the Company incurred copper streaming expenses, which are associated ongoing payments required to be made by the Company equal to 30% of the LME spot copper price of $216 (2024: $nil) and $361 (2024: $nil), respectively, relating to the Vareš copper stream.
During the three and six months ended June 30, 2025, the Company incurred net proceeds of minerals tax, which are applied to royalty revenue received from certain assets in Nevada, of $52 (2024: $nil) and $52 (2024: $nil), respectively.
6
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
4. Royalties, streaming and other mineral interests (continued)
Summary Of Select Royalties and Stream
The following is a summary of selected royalties and a stream owned by the Company as of June 30, 2025:
Asset |
|
Interest |
|
Jurisdiction |
Streams on Production Stage Assets: |
|
|
|
|
Vareš Mine |
|
100% Copper Stream |
|
Bosnia and Herzegovina |
|
|
|
|
|
Royalties on Production Stage Assets: |
|
|
|
|
Borden Mine (1) |
|
0.5% NSR |
|
Ontario, Canada |
Canadian Malartic Property (open pit) (1) |
|
2.0% – 3.0% NSR |
|
Québec, Canada |
Cozamin Mine (1) |
|
1.0% NSR |
|
Zacatecas, Mexico |
Côté Gold Mine (1) |
|
0.75% NSR |
|
Ontario, Canada |
Isabella Pearl Mine (1) |
|
0.375% Gross Revenue Royalty |
|
Nevada, USA |
Granite Creek |
|
10% Net Profit Interest ("NPI") |
|
Nevada, USA |
|
|
|
|
|
Royalties on Development Stage Assets: |
|
|
|
|
Canadian Malartic - Odyssey Project (1) (underground) |
|
3.0% NSR |
|
Québec, Canada |
Borborema Project |
|
2.0% NSR |
|
Rio Grande do Norte, Brazil |
REN - Carlin Mines |
|
1.5% NSR |
|
Nevada, USA |
REN - Carlin Mines (NPI) |
|
3.5% NPI |
|
Nevada, USA |
|
|
|
|
|
Royalties on Exploration and Resource Stage Assets: |
|
|
|
|
Fenelon Gold Project |
|
2.0% NSR |
|
Québec, Canada |
Note:
5. Long-term investment
As at June 30, 2025, long-term investment comprises $1,469 (C$2,000) (December 31, 2024: $1,390 (C$2,000)) representing a 12.5% equity interest in Prospector Royalty Corp. ("PRC"), a private company providing preferred access to a proprietary and digitized royalty database. The arrangement includes a royalty referral and granting opportunities to acquire certain royalties identified by PRC.
6. Gold-linked loan
On December 19, 2023 (the "Advance Date"), the Company entered into a definitive agreement with Borborema Inc. (the "Borrower"), providing the Borrower with project financing for its Borborema Project of $10,000. The loan is secured against certain assets of the Borrower, and bears interest at 110 ounces of gold per quarter, and is payable through cash settlement or physical delivery of gold. The Borrower has the option to prepay the loan with all interest accrued and unpaid after 24 months following the Advance Date. The Borrower will have the option to elect its choice of payment (the "Prepayment Option").
The loan is classified as a financial asset and measured at fair value through profit or loss in accordance with IFRS 9 Financial Instruments. The Prepayment Option has been accounted for as part of the fair value of the loan in accordance with IFRS 9 Financial Instruments. The fair value of the loan is remeasured on the reporting date and the change in fair value is recognized in the consolidated statements of loss and comprehensive loss.
As at June 30, 2025, the fair value of the loan has been estimated using a discounted cash-flow approach based on the following assumptions: risk-free interest rate of 3.43%, calibrated credit spread of 2.37%, estimated long-term gold price of $2,400 per ounce and expected volatility of gold of 14.72%. The Company recorded a fair value gain on the loan of $425 (2024: $311) and $715 (2024: $950) in change in fair value of gold-linked loan in the consolidated statements of loss and comprehensive loss for the three and six months ended June 30, 2025, respectively.
|
|
($) |
Balance at December 31, 2023 |
|
10,139 |
Interest income credited against Gold-linked loan |
|
(1,081) |
Change in fair value during the year |
|
1,681 |
Balance at December 31, 2024 |
|
10,739 |
Interest income credited against Gold-linked loan |
|
(701) |
Change in fair value during the period |
|
715 |
Balance at June 30, 2025 |
|
10,753 |
7
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
7. Bank loan
On February 24, 2025, the Company entered into an amended and restated credit agreement ("Credit Facility") with the Bank of Montreal and the National Bank of Canada to its existing Credit Facility. The amended and upsized Facility bears a reduced interest rate based on SOFR plus a margin of 3.00%, reflecting a 100 basis points interest rate reduction. The amended Credit Facility consists of a $30,000 secured revolving credit line, with an accordion feature allowing for up to an additional $45,000 in availability, subject to certain conditions, for a total of $75,000 of available capacity. The maturity date of the Credit Facility has been extended from March 31, 2027, to March 31, 2028. The outstanding balance as of June 30, 2025, was $27,287. The following outlines the movement of the bank loan from December 31, 2023 to June 30, 2025:
|
|
($) |
Balance at December 31, 2023 |
|
10,031 |
Additional draw-down |
|
15,000 |
Less: transaction costs and fees |
|
(376) |
Modification adjustment |
|
(310) |
Interest expense |
|
2,053 |
Interest paid |
|
(1,478) |
Balance at December 31, 2024 |
|
24,920 |
Additional draw-down |
|
2,000 |
Less: transaction costs and fees |
|
(165) |
Modification adjustment |
|
(693) |
Interest expense |
|
1,247 |
Interest paid |
|
(1,369) |
Balance at June 30, 2025 |
|
25,940 |
8. Convertible debentures
On December 15, 2023, the Company completed a private placement of $40,000 aggregate principal amount of unsecured convertible debentures (the "Debentures") with Queen's Road Capital Investment Ltd. ("QRC") and Taurus Mining Royalty Fund L.P., a fund managed by Taurus Funds Management Pte Limited (collectively, the "Holders"). The Debentures are unsecured and bear interest at 10% per annum over a 5-year term, interest is payable 70% in cash and 30% in GRC Shares issuable at a price equal to the 20-day volume-weighted average trading price calculated at each interest payment date.
The Company identified the Debentures as compound financial instruments. In accordance with IFRS 9 Financial Instruments and IAS 32 Financial Instruments: Presentation, the liability component excluding the Redemption Option (the "Host Contract") are classified as debt instruments and are measured at amortized cost.
The Company will be entitled to redeem the Debentures at par within a period of fourteen days from the third anniversary of the date of the issuance of the Debentures. Should the Company exercise its right to redeem the Debentures during this period, the Holders are entitled to convert all of the outstanding Debentures into GRC Shares at a conversion price of US$1.73 (the "Redemption Option"). The Redemption Option is identified as an embedded derivative in accordance with IFRS 9 Financial Instruments and estimated at $1,951 on the issuance.
The Debentures will be convertible at the holder's option into GRC Shares at a conversion price of $1.90 (the "Conversion Option"). As the number of GRC Shares to be issued under the Conversion Option is determined as the converted amount of the Debentures divided by the fixed conversion price of $1.90, the Conversion Option was accounted for separately as equity instruments in accordance with IAS 32 Financial Instruments: Presentation. The Conversion Option was recognized at the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component, in accordance with IFRS 9 Financial Instruments.
On the issuance date, principal of $23,471 was allocated to the Host Contract, $1,951 was allocated to the Redemption Option as embedded derivative (Note 9) and the residual value of $14,578 was allocated to the Conversion Option as equity. A deferred tax liability of $2,309 related to the taxable temporary difference arising from the equity portion of the Debentures was recognized as an offset in equity. The Company incurred transaction costs and fees of $1,481 for the issuance of the Debentures, of which $943 was allocated as an reduction to the liability portion and the residual value of $538 was allocated as reduction to the Conversion Option as equity.
8
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
8. Convertible debentures (continued)
The following outlines the movement of the Debentures balance from December 31, 2023 to June 30, 2025:
|
|
($) |
Balance at December 31, 2023 |
|
22,763 |
Finance costs |
|
5,968 |
Interest paid |
|
(3,833) |
Balance at December 31, 2024 |
|
24,898 |
Finance costs |
|
3,187 |
Interest paid |
|
(2,000) |
Balance at June 30, 2025 |
|
26,085 |
9. Embedded derivative
The embedded derivative related to the Debentures (Note 8) was valued upon initial recognition at fair value of $1,951. At each reporting date, the change in fair value of the embedded derivatives is recognized in the consolidated statements of comprehensive loss.
The following outlines the movement of the embedded derivatives balance from December 31, 2023 to June 30, 2025:
|
|
($) |
Balance at December 31, 2023 |
|
1,921 |
Change in fair value during the year |
|
(612) |
Balance at December 31, 2024 |
|
1,309 |
Change in fair value during the period |
|
(280) |
Balance at June 30, 2025 |
|
1,029 |
As at June 30, 2025, the fair value of the embedded derivative has been estimated using the White Hull one factor model based on the following assumptions: share price of $2.21, calibrated credit spread of 22.77%, expected interest rate volatility of 0.85% and mean reversion constant of 7.27%.
10. Equity
10.1 Common Shares
The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares issuable in series without par value.
During the three and six months ended June 30, 2025, the Company issued 185,951 and 468,116 GRC Shares, respectively, in satisfaction of vesting of RSUs ("Restricted Share Units") and debentures interest payment. 36,170 GRC Shares were issued upon exercise of share options during the three months ended June 30, 2025.
10.2 Restricted Share Units
During the three and six months ended June 30, 2025, the Company recognized share-based compensation expense of $445 (2024: $417) and $901 (2024: $920), respectively, related to RSUs.
The following outlines the movements of the Company's RSUs:
|
|
Number of |
|
Weighted Average |
Balance at December 31, 2023 |
|
2,065,120 |
|
1.97 |
Granted |
|
1,348,555 |
|
1.24 |
Vested |
|
(738,244) |
|
2.11 |
Forfeited |
|
(95,156) |
|
2.09 |
Balance at December 31, 2024 |
|
2,580,275 |
|
1.55 |
Vested |
|
(69,783) |
|
4.16 |
Forfeited |
|
(53) |
|
1.24 |
Balance at June 30, 2025 |
|
2,510,439 |
|
1.47 |
The Company classifies RSUs as equity instruments since the Company has the ability and intent to settle the awards in common shares. The compensation expense is calculated based on the fair value of each RSU as determined by the closing value of GRC Shares at the date of the grant. The Company recognizes compensation expenses over the vesting period of the RSUs.
9
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
10. Equity (continued)
10.3 Reserves
The following outlines the movements of the Company's common share purchase warrants, share options, RSUs and convertible debentures:
|
|
Reserves |
||||||
|
|
Warrants |
|
Share Based Awards |
|
Convertible Debentures |
|
Total |
|
|
($) |
|
($) |
|
($) |
|
($) |
Balance at December 31, 2023 |
|
8,292 |
|
14,202 |
|
11,732 |
|
34,226 |
Vesting of RSUs |
|
— |
|
(1,551) |
|
— |
|
(1,551) |
Exercise of share options - Golden Valley Abitibi Royalties Ltd |
|
— |
|
(301) |
|
— |
|
(301) |
Bought deal offering: |
|
|
|
|
|
|
|
|
Warrants issued for cash |
|
1,003 |
|
— |
|
— |
|
1,003 |
Share-based compensation - share options |
|
— |
|
434 |
|
— |
|
434 |
Share-based compensation - RSUs |
|
— |
|
1,873 |
|
— |
|
1,873 |
Balance at December 31, 2024 |
|
9,295 |
|
14,657 |
|
11,732 |
|
35,684 |
Vesting of RSUs |
|
— |
|
(287) |
|
— |
|
(287) |
Exercise of share options - Golden Valley Abitibi Royalties Ltd |
|
— |
|
(104) |
|
— |
|
(104) |
Share-based compensation - share options |
|
— |
|
441 |
|
— |
|
441 |
Share-based compensation - RSUs |
|
— |
|
901 |
|
— |
|
901 |
Balance at June 30, 2025 |
|
9,295 |
|
15,608 |
|
11,732 |
|
36,635 |
Common Share Purchase Warrants
As at June 30, 2025, there were 1,430,000 Ely Warrants outstanding exercisable into 350,350 GRC Shares based on a 0.245 exchange ratio. The Ely Warrants have a weighted average exercise price is C$5.23 per GRC Share and with a weighted average remaining life of 0.42 years.
Share Options
The Company adopted a long-term incentive plan (the "LTIP") which provides that the Board of Directors may, from time to time, in its discretion, grant awards of restricted share units, performance share units, deferred share units and share options to directors, officers, employees and consultants. The aggregate number of common shares issuable under the LTIP in respect of awards shall not exceed 10% of the common shares issued and outstanding.
During the three and six months ended June 30, 2025, the Company recognized share-based compensation expense of $205 (2024: $30) and $441 (2024: $122), respectively, related to the share options.
The following outlines the movements of the Company's common share options:
|
|
Number of |
|
Weighted Average |
Balance at December 31, 2023 |
|
7,766,211 |
|
3.31 |
Granted |
|
2,094,450 |
|
1.24 |
Exercised - Golden Valley Abitibi Royalties Ltd. |
|
(25,544) |
|
1.29 |
Forfeited - Golden Valley Abitibi Royalties Ltd. |
|
(111,342) |
|
2.18 |
Balance at December 31, 2024 |
|
9,723,775 |
|
2.89 |
Exercised - Golden Valley Abitibi Royalties Ltd. |
|
(36,170) |
|
2.18 |
Forfeited - Golden Valley Abitibi Royalties Ltd. |
|
(211,324) |
|
2.40 |
Balance at June 30, 2025 |
|
9,476,281 |
|
2.90 |
The weighted average share price at the date of exercise of options exercised during the three and six months ended June 30, 2025 was $2.26 (2024: $1.38) and $2.26 (2024: $1.38), respectively.
10
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
10. Equity (continued)
10.3 Reserves (continued)
Share Options (continued)
A summary of share options outstanding and exercisable as at June 30, 2025, are as follows:
|
|
Options Outstanding |
|
Options Exercisable |
||||||||
Exercise Price |
|
Number of Options Outstanding |
|
Weighted Average Exercise Price |
|
Weighted Average Remaining Contractual Life |
|
Number of Options exercisable |
|
Weighted Average Exercise Price |
|
Weighted Average Remaining Contractual Life |
1.00 to 1.99 |
|
3,812,409 |
|
1.27 |
|
2.99 |
|
2,765,184 |
|
1.29 |
|
2.44 |
2.00 to 2.99 |
|
2,299,355 |
|
2.58 |
|
2.41 |
|
2,299,355 |
|
2.58 |
|
2.41 |
3.00 to 3.99 |
|
17,514 |
|
3.06 |
|
1.89 |
|
17,514 |
|
3.06 |
|
1.89 |
4.00 to 4.99 |
|
842,003 |
|
4.86 |
|
1.24 |
|
842,003 |
|
4.86 |
|
1.24 |
5.00 and above |
|
2,505,000 |
|
5.00 |
|
0.69 |
|
2,505,000 |
|
5.00 |
|
0.69 |
|
|
9,476,281 |
|
2.90 |
|
2.08 |
|
8,429,056 |
|
3.11 |
|
1.79 |
11. Revenue
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
($) |
|
($) |
|
($) |
|
($) |
Borden |
|
285 |
|
126 |
|
469 |
|
305 |
Canadian Malartic |
|
18 |
|
438 |
|
123 |
|
1,070 |
Côté Gold |
|
1,052 |
|
106 |
|
1,571 |
|
106 |
Cozamin |
|
299 |
|
272 |
|
600 |
|
524 |
Vareš |
|
720 |
|
— |
|
1,204 |
|
— |
Borborema |
|
853 |
|
588 |
|
1,594 |
|
1,137 |
Others |
|
596 |
|
264 |
|
1,400 |
|
1,546 |
|
|
3,823 |
|
1,794 |
|
6,961 |
|
4,688 |
During the three and six months ended June 30, 2025, others consist of land agreement proceeds of $245 (2024: $238) and $705 (2024: $1,240), advance mineral royalty payments received of $24 (2024: $25) and $361 (2024: $306). During the three and six months ended June 30, 2025, others also reflects the recognition of $326 (2024: $nil) and $326 (2024: $nil) in revenue in respect of royalties payable for prior periods after Nevada Select Royalty, Inc received a favorable judgment in a previously announced dispute with the operator of the Jerritt Canyon Mine regarding its per ton royalty interest.
12. General and administrative costs and project evaluations costs
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
($) |
|
($) |
|
($) |
|
($) |
General and administrative costs: |
|
|
|
|
|
|
|
|
Corporate administrative costs |
|
457 |
|
775 |
|
1,138 |
|
1,933 |
Employee costs |
|
1,071 |
|
467 |
|
1,851 |
|
1,200 |
Professional fees |
|
293 |
|
400 |
|
634 |
|
750 |
|
|
1,821 |
|
1,642 |
|
3,623 |
|
3,883 |
Depreciation |
|
20 |
|
19 |
|
39 |
|
39 |
|
|
1,841 |
|
1,661 |
|
3,662 |
|
3,922 |
During the three and six months ended June 30, 2025, included in project evaluation costs were professional fees of $nil (2024: $13) and $18 (2024: $32), respectively.
11
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
12. General and administrative costs and project evaluations costs (continued)
Reclassification of share-based compensation
The Company has reclassified the share-based compensation previously presented as part of general and administrative costs in the condensed interim consolidated financial statements for the three and six months ended June 30, 2025 to share-based compensation. The reclassification is a presentation change within other operating income/(expenses) and has no impact on condensed interim consolidated statement of financial position, condensed interim consolidated statement of changes in equity or condensed interim consolidated statement of cash flows. The reclassification provides more relevant, reliable, comparable and understandable information on the Company's operating income/(expenses) and better aligns with accepted industry practices.
The following tables summarizes the effect of the restatement on the Company's previously reported condensed interim consolidated statement of loss:
|
|
As previously reported |
|
Reclassification |
|
As reported |
For the three months ended June 30, 2024 |
|
($) |
|
($) |
|
($) |
General and administrative costs |
|
2,120 |
|
(459) |
|
1,661 |
Share-based compensation |
|
— |
|
459 |
|
459 |
|
|
As previously reported |
|
Reclassification |
|
As reported |
For the six months ended June 30, 2024 |
|
($) |
|
($) |
|
($) |
General and administrative costs |
|
4,976 |
|
(1,054) |
|
3,922 |
Share-based compensation |
|
— |
|
1,054 |
|
1,054 |
13. Finance costs
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
($) |
|
($) |
|
($) |
|
($) |
Interest expense on bank loan |
|
621 |
|
422 |
|
1,247 |
|
758 |
Interest expense on convertible debentures |
|
1,057 |
|
1,052 |
|
2,113 |
|
2,099 |
Accretion of convertible debentures |
|
555 |
|
426 |
|
1,074 |
|
821 |
Interest expense on lease liabilities |
|
3 |
|
5 |
|
7 |
|
11 |
|
|
2,236 |
|
1,905 |
|
4,441 |
|
3,689 |
14. Financial instruments
The Company's financial instruments consist of cash and cash equivalents, short-term and long-term investments, gold-linked loan, accounts receivable, accounts payable and accrued liabilities, lease obligation, bank loan, convertible debentures and embedded derivatives.
The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:
12
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
14. Financial instruments (continued)
|
|
As at June 30, 2025 |
||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
($) |
|
($) |
|
($) |
|
($) |
Recurring measurements |
|
|
|
|
|
|
|
|
Financial assets at FVTPL |
|
|
|
|
|
|
|
|
Short-term investments |
|
180 |
|
— |
|
— |
|
180 |
Gold-linked loan |
|
— |
|
— |
|
10,753 |
|
10,753 |
Financial assets at FVOCI |
|
|
|
|
|
|
|
|
Long-term investments |
|
— |
|
— |
|
1,469 |
|
1,469 |
Financial liabilities at FVTPL |
|
|
|
|
|
|
|
|
Embedded derivative |
|
— |
|
— |
|
(1,029) |
|
(1,029) |
|
|
180 |
|
— |
|
11,193 |
|
11,373 |
|
|
As at December 31, 2024 |
||||||
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
|
($) |
|
($) |
|
($) |
|
($) |
Recurring measurements |
|
|
|
|
|
|
|
|
Financial assets at FVTPL |
|
|
|
|
|
|
|
|
Short-term investments |
|
214 |
|
— |
|
— |
|
214 |
Gold-linked loan |
|
— |
|
— |
|
10,739 |
|
10,739 |
Financial assets at FVOCI |
|
|
|
|
|
|
|
|
Long-term investments |
|
— |
|
— |
|
1,390 |
|
1,390 |
Financial liabilities at FVTPL |
|
|
|
|
|
|
|
|
Embedded derivative |
|
— |
|
— |
|
(1,309) |
|
(1,309) |
|
|
214 |
|
— |
|
10,820 |
|
11,034 |
There were no transfers between the levels of the fair value hierarchy during the six months ended June 30, 2025.
The Company's short-term investments are initially recorded at fair value and subsequently revalued to their fair market value at each period end based on inputs such as quoted equity prices. The Company's short-term investments are measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy.
The fair value of the gold-linked loan is classified as Level 3 and is determined based on a discounted cash flow approach, which includes significant inputs not based on observable market data such as long-term gold price and expected volatility of gold.
The Company's long-term investment is initially recorded at fair value and subsequently revalued to its fair market value at each period end based on inputs such as quoted equity prices. The fair value of the long-term investment is classified as Level 3 and measured based on data such as the price paid by arm's length parties in recent transactions.
The fair value of the embedded derivative related to the convertible debentures is classified as Level 3 and is determined using the White Hull one factor model, which includes significant inputs not based on observable market data such as expected credit spread.
The fair value of the Company's other financial instruments, which include cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short term to maturity. Bank loan, convertible debentures, and lease obligations are measured at amortized cost. The fair value of the bank loan and lease obligations approximate their carrying values as their interest rates are comparable to current market rates. The fair value of the convertible debentures approximates their carrying values as there were not significant changes in economic and risk parameters or assumptions related to the convertible debentures since the issuance.
13
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
14. Financial instruments (continued)
14.1 Financial risk management objectives and policies
The financial risk arising from the Company's operations are credit risk, liquidity risk, currency risk, equity price risk and interest rate risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
14.2 Credit risk
Credit risk is the risk of an unexpected loss if a customer or third-party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances, accounts receivable and gold-linked loan. The Company mitigates credit risk associated with its bank balances by holding cash with Schedule I chartered banks in Canada and their US affiliates. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents in excess of the amount of government deposit insurance coverage for each financial institution, and the carrying amount of its accounts receivable and gold-linked loan. In order to mitigate its exposure to credit risk, the Company closely monitors its financial assets.
14.3 Liquidity risk
Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company's working capital (current assets less current liabilities) as at June 30, 2025, was $2,570 compared to $2,012 as at December 31, 2024. The Company's accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.
The Company's future profitability will be dependent on the royalty income to be received from mine operators. Royalties are based on a percentage of the minerals, or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize. Mineral prices are affected by numerous factors such as interest rates, exchange rates, inflation or deflation and global and regional supply and demand. In managing liquidity risk, the Company takes into account the anticipated cash flows from operating activities and its holding of cash and short-term investments. The Company believes it has the adequate liquidity to meet its obligations and to finance its planned activities.
As at June 30, 2025, the Company has the following contractual obligations, including payments due for each of the next five years and thereafter:
|
|
Payments Due by Period |
||||||||
|
|
Total |
|
Less than 1 year |
|
1 – 3 years |
|
4 – 5 years |
|
After 5 years |
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
Lease obligations |
|
250 |
|
97 |
|
153 |
|
— |
|
— |
Revolving credit facility - principal |
|
27,287 |
|
— |
|
27,287 |
|
— |
|
— |
Revolving credit facility - interest |
|
5,713 |
|
2,073 |
|
3,640 |
|
— |
|
— |
Convertible debentures - principal |
|
40,000 |
|
— |
|
— |
|
40,000 |
|
— |
Convertible debentures - interest |
|
14,167 |
|
4,000 |
|
8,000 |
|
2,167 |
|
— |
|
|
87,417 |
|
6,170 |
|
39,080 |
|
42,167 |
|
— |
14.4 Currency risk
The Company is exposed to foreign exchange risk when the Company undertakes transactions and holds assets and liabilities in currencies other than its functional currency. The Company entered into offsetting put and call options to mitigate foreign exchange risk exposure on certain of its assets denominated in Mexican Pesos. The currency risk on the Company's cash and cash equivalents, short-term investments, other receivables, accounts payable and accrued liabilities and lease obligations are minimal.
14.5 Equity price risk
The Company is exposed to equity price risk associated with its investments in other mining companies. The Company's short-term investments consisting of common shares are exposed to significant equity price risk due to the potentially volatile and speculative nature of the businesses in which the investments are held. Based on the Company's short-term investments held as at June 30, 2025, a 10% change in the market price of these investments would have an impact of approximately $13 on net loss. The Company is not exposed to significant equity price risk related to its marketable securities.
14
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
14. Financial instruments (continued)
14.6 Interest rate risk
The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and secured revolving credit facility, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash balances are minimal. The Company's secured revolving credit facility bears interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 2.00% or Adjusted Term SOFR plus a margin of 3.00%, as applicable and an increase (decrease) of 10 basis point in the applicable rate of interest would not have a significant impact on the net loss for the six months ended June 30, 2025. The Company's lease liability is determined using the interest rate implicit in the lease and an increase (decrease) of 10 basis points would not have a significant impact on the net loss for the six months ended June 30, 2025.
15. Related party transactions
15.1 Related Party Transactions
QRC, an entity whose Chief Executive Officer is also a director of the Company, subscribed for $30,000 principal amount of the Debentures in the Company's convertible debenture financing completed in December 2023. During the three and six months ended June 30, 2025, the Company incurred finance costs of $1,209 (2024: $1,108) and $2,390 (2024: $2,190), respectively, under such Debentures held by QRC.
Related party transactions are based on the amounts agreed to by the parties. During the six months ended June 30, 2025, the Company did not enter into any contracts or undertake any commitment with any related parties other than as described herein.
15.2 Transactions with Key Management Personnel
Key management personnel are individuals responsible for planning, directing and controlling the activities of an entity. Total management salaries and directors' fees incurred for services provided by key management personnel of the Company for the three and six months ended June 30, 2025 are as follows:
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
($) |
|
($) |
|
($) |
|
($) |
Management salaries |
|
496 |
|
313 |
|
794 |
|
630 |
Directors' fees |
|
50 |
|
52 |
|
98 |
|
110 |
Share-based compensation |
|
480 |
|
306 |
|
987 |
|
734 |
|
|
1,026 |
|
671 |
|
1,879 |
|
1,474 |
16. Operating segments
Revenue by geographical region, including revenues derived from the royalties, streaming and other mineral interests, are determined by the location of the mining operations giving rise to the royalties, streaming and other mineral interests. For the three and six months ended June 30, 2025 and 2024, revenue were earned from the following jurisdictions:
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
($) |
|
($) |
|
($) |
|
($) |
Revenue by geographical region: |
|
|
|
|
|
|
|
|
Bosnia and Herzegovina |
|
720 |
|
— |
|
1,204 |
|
— |
Canada |
|
1,354 |
|
670 |
|
2,163 |
|
1,481 |
USA |
|
597 |
|
264 |
|
1,400 |
|
1,546 |
Brazil |
|
853 |
|
588 |
|
1,594 |
|
1,137 |
Mexico |
|
299 |
|
272 |
|
600 |
|
524 |
|
|
3,823 |
|
1,794 |
|
6,961 |
|
4,688 |
15
Gold Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements
(Unaudited, expressed in thousands of United States dollars unless otherwise stated)
16. Operating segments (continued)
Non-current assets by geographical region
Except for the streaming interest located in Bosnia and Herzegovina and royalties on gold projects located in the USA, Brazil, Mexico, Colombia, Peru and Turkey, substantially all of the Company's assets and liabilities are held in Canada. The following table summarizes the Company's non-current assets by geographical region, as at June 30, 2025 and December 31, 2024. Geographical region of royalties, streaming and other mineral interests are determined by the location of the properties related to the royalties, streaming and other mineral interests.
|
|
As at |
|
As at |
|
|
June 30, 2025 |
|
December 31, 2024 |
|
|
($) |
|
($) |
Non-current assets by geographical region as of: |
|
|
|
|
Bosnia and Herzegovina |
|
50,206 |
|
50,572 |
Canada |
|
447,296 |
|
444,975 |
USA |
|
197,412 |
|
197,751 |
Brazil |
|
32,003 |
|
31,990 |
Mexico |
|
6,131 |
|
6,356 |
|
|
733,048 |
|
731,644 |
17. Subsequent events
Partial disposition of investment in associate
On July 11, 2025, the Company completed the sale of 12,000,000 common shares in Val-d'Or Mining Corp ("VZZ"), in which the Company owned 25,687,444 common shares (representing a 27.22% equity interest) as at June 30, 2025, to a certain third party for a consideration of $438 (C$600). Subsequent to the sale, the Company's equity interest in VZZ was reduced to 15.94%. Such retained interests will be accounted for as financial assets and subsequently measured at fair value through profit or loss, in accordance with IFRS 9 Financial Instruments.
16
Exhibit 99.2
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
August 6, 2025
General
This management's discussion and analysis ("MD&A") of the financial condition and results of operations of Gold Royalty Corp. should be read in conjunction with our unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended June 30, 2025 and our Annual Report on Form 20-F (the "Annual Report") for the year ended December 31, 2024, including the consolidated financial statements and the notes thereto for the year ended December 31, 2024, copies of which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Unless otherwise stated, all information contained in this MD&A is as of August 6, 2025. Unless otherwise stated, references herein to "$" or "dollars" are to United States dollars and references to "C$" are to Canadian dollars. References in this MD&A to the "Company", "Gold Royalty", "we", "us" and "our" mean Gold Royalty Corp., together with its subsidiaries unless the context otherwise requires.
Our unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2025, have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS") applicable to the presentation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting.
Technical and Third-Party Information
Disclosures relating to properties in which we hold royalty, streaming or other similar interests are based on information publicly disclosed by the owners or operators of such properties. For further information regarding the project updates regarding properties underlying our interests, please refer to the disclosures of the operators thereof, including the news releases referenced herein.
As a royalty and stream holder, we have limited, if any, access to properties included in our asset portfolio. Additionally, we may from time to time receive operating information from the owners and operators of the properties, which we are not permitted to disclose to the public. We are dependent on the operators of the properties and their qualified persons to provide information to us or on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which we hold interests and generally will have limited or no ability to independently verify such information. Although we do not currently have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate.
Unless otherwise indicated, the technical and scientific disclosure contained herein, including any references to mineral resources or mineral reserves, was prepared by the project operators in accordance with Canadian National Instrument 43-101, which differs significantly from the requirements of the U.S. Securities and Exchange Commission ("SEC") applicable to domestic issuers. Accordingly, the scientific and technical information contained or referenced in this MD&A may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.
The scientific and technical information contained in this MD&A relating to our royalty, streaming and other similar interests has been reviewed and approved by Alastair Still, P.Geo., who is our Director of Technical Services, a qualified person as such term is defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").
Business Overview
Gold Royalty is a precious metals focused royalty and streaming company offering creative financing solutions to the metals and mining industry. Our diversified portfolio includes 248 royalty and streaming interests across properties of various stages, of which seven are on cash flowing assets.
Our head office and principal address is located at 1830 – 1188 West Georgia Street Vancouver, BC, V6E 4A2, Canada. Our common shares (the "GRC Shares") and common share purchase warrants are listed on the NYSE American under the symbols "GROY" and "GROY-WT", respectively.
Business Strategy
Since inception, our strategy has been to acquire royalties, streams, and similar interests at varying stages of the mine life cycle to build a balanced portfolio offering near, medium and longer-term returns for our investors.
In carrying out our long-term growth strategy, we seek and continually review opportunities to expand our portfolio through the acquisition of existing or newly created royalty, streaming or similar interests and through accretive acquisitions of companies that hold such assets. In acquiring newly created interests, we act as a source of financing to mining companies for the development and exploration of projects.
Our "royalty generator model" is focused on mineral properties held by us and our subsidiaries and additional properties we may acquire from time to time, with the aim of subsequently optioning or selling them to third-party mining companies in transactions where we would retain a royalty, carried interest or other similar interest. We believe the royalty generator model provides increased volume of potential royalty opportunities, targeting opportunities with potential exploration upside.
We generally do not conduct development or mining operations on the properties in which we hold interests and we are not required to contribute capital costs for these properties. We may, from time to time, conduct non-material exploration related activities to advance our royalty generator model.
1
Financial and Operating Highlights
The following table sets forth selected financial and operating information for the three and six months ended June 30, 2025 and 2024.
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
(in thousands of dollars, except per share and GEOs amounts) |
|
($) |
|
($) |
|
($) |
|
($) |
Revenue |
|
3,823 |
|
1,794 |
|
6,961 |
|
4,688 |
Net loss |
|
(829) |
|
(2,236) |
|
(2,077) |
|
(3,641) |
Net loss per share, basic and diluted |
|
(0.00) |
|
(0.01) |
|
(0.01) |
|
(0.02) |
Cash provided by operating activities |
|
1,069 |
|
987 |
|
3,556 |
|
1,323 |
Non-IFRS |
|
|
|
|
|
|
|
|
Total Revenue, Land Agreement Proceeds and Interest(1) |
|
4,412 |
|
2,215 |
|
7,989 |
|
6,400 |
Adjusted EBITDA(1) |
|
2,363 |
|
740 |
|
4,036 |
|
2,760 |
Adjusted Net Loss(1) |
|
(66) |
|
(1,737) |
|
(1,312) |
|
(2,667) |
Adjusted Net Loss Per Share, basic and diluted(1) |
|
(0.00) |
|
(0.01) |
|
(0.01) |
|
(0.02) |
Gold Equivalent Ounces ("GEOs")(1) |
|
1,346 |
|
947 |
|
2,595 |
|
2,967 |
__________
Note:
Selected highlights for the three months ended June 30, 2025 include:
Selected Asset Updates
The following is a summary of selected recent developments announced by operators of our interests. Please refer to the Annual Report for additional information regarding our interests.
Canadian Malartic Property
We hold four royalties on portions of the Canadian Malartic Complex, including a 3.0% net smelter return ("NSR") royalty on portions of the Canadian Malartic and Odyssey mines in Québec, Canada. This royalty currently applies to a portion of the open pit area (the eastern end of the Barnat Extension). The royalty also applies to portions of the Odyssey, Internal Zones, East Malartic, Sladen and Sheehan zones, and all of the Jeffrey zone within the Canadian Malartic Complex. The Canadian Malartic Complex is owned and operated by Agnico Eagle Mines Limited ("Agnico Eagle"). We also hold royalties on the wider Canadian Malartic Property, including 2.0% NSR royalties on the Charlie Zone and the eastern portion of the Gouldie zone, a 1.5% NSR royalty on the Midway Project (1.0% NSR can be bought back for $1.0 million) and a 15% Net Profit Interest ("NPI") royalty on the Radium Property.
In a news release dated April 24, 2025, Agnico Eagle disclosed that it continued to advance the transition to underground mining with the construction of the Odyssey mine and work on several opportunities with a vision to potentially grow annual production to one million ounces per year in the 2030s. It further disclosed that, in the first quarter of 2025, ramp development continued to progress ahead of schedule while construction progressed on schedule and on budget.
Agnico Eagle further disclosed that it accelerated exploration drilling at Odyssey during the first quarter of 2025. Thirteen underground rigs and fourteen surface rigs drilled a total of 53,376 metres, targeting the eastern and depth extensions of the East Gouldie deposit, the new Eclipse zone and portions of the Odyssey deposit near the Odyssey shaft. It stated that regional exploration continued to investigate several targets along the 16-kilometre long land package around the mine.
2
On July 30, 2025, Agnico Eagle announced results for the second quarter of 2025. It stated that total development at Odyssey reached a quarterly record of 4,850 metres in the second quarter. As the mine prepared for initial production in the second half of 2026, construction of the second phase of the paste plant commenced in the quarter, which is expected to increase capacity to 20,000 tonnes per day.
Agnico Eagle continues to evaluate opportunities to enhance operational efficiency over the medium to long term. It is considering a 70-metre extension of Shaft #1 to a depth of 1,870 metres. Potential optimization of Shaft #1 could improve operational flexibility and efficiency in the early 2030s, reduce reliance on truck haulage, and further unlock the significant exploration potential at depth. This initiative is being assessed by Agnico Eagle in parallel with its potential development of a second shaft at Odyssey.
Agnico Eagle conducted additional exploration drilling at Odyssey in the second quarter. A total 78,640 metres were drilled by 13 underground rigs and 13 surface rigs. The drilling program targeted the eastern and depth extensions of the East Gouldie deposit, the new Eclipse zone, and portions of the Odyssey deposit near the Odyssey shaft.
For further information see Agnico Eagle's news releases dated April 24, 2025 and July 30, 2025, available under its profile on www.sedarplus.ca.
Borden Mine
We hold a 0.5% NSR royalty on the southern portion of the underground Borden gold mine ("Borden"), located in Ontario, Canada, owned and operated by Discovery Silver Corp. ("Discovery").
On April 16, 2025, Discovery issued a news release disclosing that it had completed the acquisition of the Porcupine complex, including the Borden mine, from a wholly owned subsidiary of Newmont Corporation for total consideration of $425 million.
On May 13, 2025, Discovery issued a news release disclosing that one of its key priorities for the Porcupine Operations is implementing investment plans aimed at growing mining rates, increasing production levels and lowering unit costs at Hoyle Pond and Borden. Discovery stated that it plans to improve performance at Borden by upgrading the haulage fleet, improving ground support and backfill systems and increasing ventilation levels. Additionally, Discovery also noted it will begin separately reporting production from Borden next quarter.
For further information see Discovery's news releases dated April 16, 2025 and May 13, 2025, available under its profile on www.sedarplus.ca.
Côté Gold Mine
We hold a 0.75% NSR royalty over the southern portion of the Côté Gold Mine ("Côté Gold") in Ontario, Canada, which is majority owned and operated by IAMGOLD Corporation ("IAMGOLD").
On May 6, 2025, IAMGOLD announced results for the first quarter of 2025, disclosing that Côté Gold achieved record throughput in March, totaling nearly one million tonnes, which represented monthly average throughput of 90% of the nameplate mill capacity. IAMGOLD also reiterated production guidance 360,000 to 400,000 ounces of gold on a 100% basis in 2025 and is targeting to reach nameplate 36,000 tonnes per day ("tpd") mill capacity by year end.
On June 23, 2025, IAMGOLD announced that on June 21, 2025, Côté Gold reached its nameplate capacity of 36,000 tpd for an average of thirty consecutive days. It stated that the milestone built upon continued throughput improvements in which the Côté Gold processing plant achieved an average monthly throughput rate of 90% of nameplate in March and then reached 96% over a 30-day period in April.
For further information see IAMGOLD's news releases dated May 6, 2025 and June 23, 2025, available under its profile on www.sedarplus.ca.
Cozamin Mine
We hold a 1.0% NSR royalty on the southeastern portion of the Cozamin copper-silver mine ("Cozamin"), located in Zacatecas, Mexico, owned and operated by Capstone Copper Corp. ("Capstone").
In its May 1, 2025 news release, Capstone disclosed that production was consistent with Capstone's mine plan for the quarter ended March 31, 2025, mill throughput was higher compared with the same period last year, and recoveries were flat year-over-year.
On July 31, 2025, Capstone announced results for the second quarter of 2025, reiterating that Cozamin continues to trend towards the upper end of the production guidance, as well as the lower end of the cost guidance, partially due to the higher-than-expected grades. Exploration drilling at Cozamin during the quarter targeted step-outs up-dip and down-dip from the Mala Noche West target.
For further information see Capstone's news releases dated May 1, 2025 and July 31, 2025, available under its profile on www.sedarplus.ca.
Granite Creek Mine Project
We hold a 10.0% NPI over the Granite Creek Mine in Humboldt County, Nevada, USA, owned and operated by i-80 Gold Corp. ("i-80"). The royalty is subject to a production hurdle of 120,000 ounces of gold production.
3
On April 1, 2025, i-80 announced the filing of a technical report under NI 43-101 titled "NI 43-101 Preliminary Economic Assessment Technical Report, Granite Creek Project" and technical report summary under sub-part 1300 of Regulation S-K ("S-K 1300") titled "Initial Assessment of the Granite Creek Mine", each dated effective December 31, 2024, copies of which are available under i-80's profile on www.sedarplus.ca and www.sec.gov, respectively.
In a news release dated May 5, 2025, i-80 highlighted it is upgrading the water treatment infrastructure at the underground mine which will allow Granite Creek to reach a steady state of gold output in the second half of 2025. i-80 also plans to complete an infill drilling program in 2025 for inclusion in a future feasibility study. i-80 also noted that Granite Creek open pit permitting activities were initiated during the first quarter of 2025; permits are anticipated to be received in approximately three years.
On July 8, 2025, i-80 issued a news release with an update on the progress of its new development plan. Granite Creek Underground is continuing towards steady state of production enabled by additional water-treatment infrastructure. It disclosed that infill drilling of the South Pacific Zone is underway, i-80 is aiming to complete over 40 holes totaling 14,000 metres which will be included in an updated feasibility study to be released in the first quarter of 2026 along with an updated resource estimate.
For further information see i-80's news releases dated April 1, 2025, May 5, 2025 and July 8, 2025, available under its profile on www.sedarplus.ca.
Vareš Mine
We hold a copper stream (the "Vareš Stream") on the Vareš silver mine, located in Bosnia and Herzegovina, operated by a subsidiary of Adriatic Metals plc ("Adriatic"). The Vareš Stream applies to 100% of copper production from the Rupice mine area with ongoing payments equal to 30% of the spot copper price, effective payable copper is fixed at 24.5%.
On April 30, 2025, Adriatic issued its quarterly activities report for the three months ended March 31, 2025. It milled 65,991 tonnes in the quarter, approximately 40 kt lower than budget due to weather impacts, delay in the start of the Veovača tailings storage facility operation, and tailings filtration cycle time issues. However, Adriatic noted that these issues are either resolved or currently being resolved. It stated that significant progress was made in April, with key metrics including tonnes milled and silver equivalent production achieving monthly records.
On June 13, 2025, Adriatic announced that it had agreed to be acquired by Dundee Precious Metals Inc., with the acquisition expected to be completed in the fourth quarter of 2025.
On July 1, 2025, Adriatic reported that it had achieved commercial production at Vareš, based on maintaining plant throughput levels of 75% over 14 days, including 80% over 7 days, and reaching 2,000 tpd (90%) in late June 2025.
For further information see Adriatic's Australian Stock Exchange announcements dated April 30, 2025, June 13, 2025 and July 1, 2025.
Borborema Project
We hold a 2.0% NSR royalty over the Borborema Gold Project ("Borborema") in Rio Grande do Norte, Brazil, which is owned and operated by a subsidiary of Aura Minerals Inc. ("Aura"). The royalty decreases to a 0.5% NSR after 725,000 ounces of gold production. Our royalty is subject to a buyback right of the operator, whereby a 0.5% NSR may be repurchased for $2.5 million after the earlier of 2,250,000 ounces of production or 2050.
On April 10, 2025, Aura announced that in the first quarter of 2025 it commenced operations at Borborema, on schedule. As operations started only at the end of March 2025, no production volumes were recorded for the quarter.
On May 5, 2025, Aura issued a news release disclosing that it continued to expect Borborema will achieve commercial production by the third quarter of 2025, and it reiterated its production guidance of 33,000 – 40,000 ounces of gold in 2025.
On July 8, 2025, Aura issued a news release announcing production of 2,577 gold equivalent ounces from Borborema in the second quarter of 2025 and stated that it expected Borborema to remain on track to declare commercial production by the end of the third quarter of 2025.
For further information see Aura's news releases dated April 10, 2025, May 5, 2025 and July 8, 2025, available under its profile on www.sedarplus.ca.
Fenelon Gold Project
We hold a 2.0% NSR royalty over the Fenelon Gold Project ("Fenelon"), located in Québec, Canada, which is owned and operated by Wallbridge Mining Company Ltd. ("Wallbridge").
On March 27, 2025, Wallbridge announced the filing of a technical report under NI 43-101 titled "NI 43-101 Technical Report and Preliminary Economic Assessment Update on the Fenelon Gold Project, Quebec, Canada", dated effective March 21, 2025 and copies of which are available under Wallbridge's profile on www.sedarplus.ca.
On July 17, 2025, Wallbridge issued a news release, which included disclosure that greenfield exploration will focus on Fenelon and other regional claim blocks in 2025.
For further information see Wallbridge's news releases dated March 27, 2025 and July 17, 2025, available under its profile on www.sedarplus.ca.
4
Ren Project
We hold a 1.5% NSR royalty and a 3.5% NPI over the Ren Project in Elko County, Nevada, USA, which is part of Carlin Complex operated by Barrick Gold Corporation ("Barrick") and owned by Nevada Gold Mines, a joint venture between Barrick (61.5%) and Newmont Gold Corporation (38.5%).
In its management's discussion and analysis for the three months ended March 31, 2025, Barrick reiterated its targeted production of 140,000 ounces of gold per year (100% basis) in 2027. It disclosed that as at March 31, 2025 project spend was $95 million (including $23 million in the first quarter of 2025) out of an estimated capital cost of $410 to $470 million (100% basis). It stated that secondary drift development is ongoing and that infill conversion drilling began mid-March 2025, with the first assay results expected to be returned in May 2025 to support the update for conversion by year-end. It also disclosed that final contract negotiations advanced for the Ren ventilation shaft construction and a contract award is expected in the second quarter of 2025.
For further information see Barrick's management's discussion and analysis for the three months ended March 31, 2025, available under its profile on www.sedarplus.ca.
South Railroad Project
We hold a 0.44% NSR royalty over a portion of the South Railroad project ("South Railroad") in Nevada, USA, which is owned and operated by Orla Mining Ltd. ("Orla").
On May 12, 2025, in its management's discussion and analysis for the three months ended March 31, 2025, Orla disclosed that it had submitted a notice of intent to the United States Bureau of Land Management, which it expected to be published in mid-2025 with Record of Decision (the final permitting decision) targeted for mid-2026. It disclosed that, following the approval, construction would commence with first gold production anticipated in 2027.
For further information see Orla's management's discussion and analysis for the three months ended March 31, 2025, available under its profile on www.sedarplus.ca.
Tonopah West Project
We hold a 3.0% NSR royalty over the Tonopah West project ("Tonopah West") in Nevada, USA, owned and operated by Blackrock Silver Corp. ("Blackrock Silver").
On May 8, 2025, Blackrock Silver reported exploration results over the Tonopah West project, showing multiple +1kg/t AgEq intercepts including 0.3m of 3,182 g/t AgEq. Blackrock Silver is conducting a drilling program consisting of 62 drillholes with its goal of converting up to 1.0-million tonnes of material from inferred mineral resources to measured and indicated mineral resources.
On May 15, 2025, Blackrock Silver announced the commencement of a core drilling program for piezometer instrumentation installation. It stated that the hydrologic program includes four core holes, totaling 1,565 metres and aims to gather hydrologic data to support the permitting and development phases of Tonopah West.
On June 17, 2025, Blackrock Silver reported the conclusion of its in-fill drilling program at Tonopah West, with frequent significant intercepts across the area of exploration encountering new zones of near-surface mineralization at the project. It stated that it expected to incorporate the additional data into an updated mineral resource estimate during the third quarter of 2025.
On July 8, 2025, Blackrock Silver announced final results from its resource expansion program at the project, with step-out drilling establishing continuity of mineralization over 500 metres along drill-defined strike. Blackrock Silver also stated that drill targeting is now underway for the 500-metre gap to fully bridge mineralization to the North-West Step Out deposit.
For further information see Blackrock Silver's news releases dated May 8, 2025, May 15, 2025, June 17, 2025, and July 8, 2025, available under its profile on www.sedarplus.ca.
Royalty Generator Model Update
Our Royalty Generator Model continues to generate positive results with two new royalties added in the six months ended June 30, 2025. We have generated 50 royalties since 2021 through this model.
We currently have 33 properties subject to land agreements and six properties under lease generating land agreement proceeds. The model continues to incur low operating costs with only approximately $0.04 million spent on maintaining the mineral interests in the six months ended June 30, 2025.
Market Overview
Our royalties are predominantly gold-based and the Vareš Stream is predominantly copper-based. Accordingly, the market price for gold and copper will have an impact on our revenues and results of operations. The following table summarizes the average gold and copper price for the periods indicated.
5
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
($) |
|
($) |
|
($) |
|
($) |
Average Gold Price ($/oz)(1) |
|
3,279 |
|
2,338 |
|
3,072 |
|
2,205 |
Average Copper Price ($/tonne)(2) |
|
9,512 |
|
9,738 |
|
9,434 |
|
9,090 |
__________
Notes:
The market prices for gold and copper are subject to volatile price movements over short periods of time and can be impacted by numerous macroeconomic factors, including but not limited to, the value of the United States dollar, transactions by central banks and financial institutions, interest rates, inflation or deflation, demand and geopolitical and other economic conditions.
During the three and six months ended June 30, 2025, LBMA PM fix gold price ranged from $3,015 to $3,435 and $2,633 to $3,435 per ounce, respectively. The average price for these periods was $3,279 and $3,072 per ounce, both representing a 40% increase, compared to the same periods in 2024. The price of gold has increased in the second quarter due to rising global demand, reaching a record high of $3,435 per ounce on June 13, 2025. As at August 5, 2025, the gold price was $3,375 per ounce.
During the three and six months ended June 30, 2025, LME Grade A copper price ranged from $8,539 to $10,115 and $8,539 to $10,115 per tonne, respectively. The average price for these periods remained stable at $9,512 and $9,434 per tonne, compared to the same periods in 2024. As of August 5, 2025, the copper price was $9,577 per tonne.
Discussion of Operations
Three months ended June 30, 2025, compared to three months ended June 30, 2024
Revenue for the second quarter of 2025 was $3.8 million, compared to $1.8 million in the same period of 2024. The increase primarily resulted from higher commodity prices and the addition of income generated from the Vareš Stream acquired in June 2024, partially offset by lower revenue from our Canadian Malartic interests as a result of mine sequencing in the Barnat pit in the period. Additionally, the Côté Gold royalty interest generated higher payments compared to the same period of 2024 as the mine achieved commercial production in August 2024 and reached nameplate throughput capacity in June 2025. Revenue does not include land agreement proceeds to the extent that they are credited against other mineral interests in our statement of financial position and interest received under our gold-linked loan.
The following provides a breakdown of our Total Revenue, Land Agreement Proceeds and Interest by asset for the periods indicated:
|
|
For the three months ended |
||
|
|
2025 |
|
2024 |
(in thousands of dollars) |
|
($) |
|
($) |
Borden |
|
285 |
|
126 |
Canadian Malartic |
|
18 |
|
438 |
Côté |
|
1,052 |
|
106 |
Cozamin |
|
299 |
|
272 |
Vareš |
|
720 |
|
— |
Borborema |
|
1,228 |
|
846 |
Others |
|
810 |
|
427 |
|
|
4,412 |
|
2,215 |
See "Non-IFRS Measures".
"Others" in the table above consist of land agreement proceeds and advance mineral royalty payments received. It also reflects the recognition of $0.3 million in revenue in respect of royalties payable for prior periods after we received a favourable judgement in a previously announced dispute with the operator of the Jerritt Canyon Mine regarding our per ton royalty interest. Amounts attributed to Borborema in the table above consist of pre-production royalty payments and interest received on our gold-linked loan.
In the three months ended June 30, 2025, we received land agreement proceeds of $0.5 million of which $0.2 million were credited against mineral properties, compared to $0.4 million of which $0.2 million were credited against mineral properties in same period of 2024.
In the second quarter of 2025, we received $0.4 million in interest under our gold-linked loan, compared to $0.3 million in the same period of 2024.
During the three months ended June 30, 2025, we incurred copper streaming expenses, which are associated ongoing payments required to be made by us equal to 30% of the LME spot copper price and included in cost of sales, of $0.2 million relating to the Vareš Stream, compared to $nil in the same period of 2024.
During each of the three months ended June 30, 2025 and 2024, we recognized depletion expenses of $0.4 million.
6
During the three months ended June 30, 2025, general and administrative costs were $1.8 million, compared to $1.7 million in the same period of 2024.
The following provides a breakdown of general and administrative costs for the periods indicated:
|
|
For the three months ended |
||
|
|
2025 |
|
2024 |
(in thousands of dollars) |
|
($) |
|
($) |
Corporate administrative costs |
|
457 |
|
775 |
Employee costs |
|
1,071 |
|
467 |
Professional fees |
|
293 |
|
400 |
|
|
1,821 |
|
1,642 |
Depreciation |
|
20 |
|
19 |
|
|
1,841 |
|
1,661 |
During the three months ended June 30, 2025, project evaluation costs were $nil, compared to $0.01 million in the same period of 2024. These costs consisted of professional fees incurred in evaluating royalty and other asset acquisitions.
During the three months ended June 30, 2025, corporate administrative costs decreased to $0.5 million from $0.8 million in 2024, driven primarily by cost control initiatives and lower marketing expenses.
Employee costs increased to $1.1 million from $0.5 million in June 30, 2024, resulting from the addition of employees in second half of 2024 and pro–rated accrual of annual cash bonus under our short term incentive program. The change is partly attributed to a change in policy, accruing annual bonus payments quarterly versus at year-end as was our practice in 2024. In the three months ended June 30, 2025, $0.3 million of total employee costs was attributable to annual bonus accruals, compared to $nil in the same period of 2024. Furthermore, no employee costs were capitalized during the three months ended June 30, 2025, whereas in the same period of 2024, select employee costs of $0.2 million was capitalized in relation to the Vareš Stream acquisition.
Professional fees were $0.3 million in the second quarter of 2025, compared to $0.4 million in the same period of 2024.
During the three months ended June 30, 2025, we recognized non-cash share-based compensation expenses of $0.7 million, compared to $0.5 million in the same period of 2024. Share-based compensation expenses represented the vesting of share options and restricted share units granted to management, directors, employees and consultants.
We recognized a fair value gain on short-term investments of $0.05 million in the second quarter of 2025, compared to fair value loss of $0.05 million in the same period of 2024. Short-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share price in the market.
In the second quarter of 2025, we recognized a fair value gain on our gold-linked loan of $0.4 million, compared to $0.3 million in the same period of 2024. The loan is measured at fair value with a risk-free interest rate, calibrated credit spread, estimated long-term gold price and expected volatility of gold.
In each of the second quarters of 2025 and 2024, we recognized a fair value gain on embedded derivative arising from the accounting of our convertible debentures of $0.2 million. The embedded derivative is measured at fair value with reference to our stock price, credit spread and expected interest rate volatility.
We incurred finance costs of $2.2 million in the second quarter of 2025, compared to $1.9 million in the same period of 2024, which includes accretion of the convertible debentures throughout the quarter, interest expense on funds drawn on our revolving credit facility and cash and non-cash interest expense on our convertible debentures. The increase is primarily attributed to interest expense on additional funds drawn on the facility in February 2025.
We incurred a current tax expense of $0.05 million in the second quarter of 2025, compared to $0.03 million in the same period of 2024. In the three months ended June 30, 2025, we recognized a deferred tax recovery of $0.4 million, compared to a deferred tax expense of $0.1 million in the same period of 2024.
We had a net loss of $0.8 million, or $0.00 per share on a basic and diluted basis, during the three months ended June 30, 2025, compared to a net loss of $2.2 million, or $0.01 per share on a basic and diluted basis, for the same period of 2024. During the three months ended June 30, 2025, we incurred Adjusted Net Loss of $0.1 million or $0.00 per share, compared to $1.7 million or $0.01 per share, for the same period of 2024. The change was primarily the result of increased revenues from royalties and stream, along with consistent operating expenses.
7
Six months ended June 30, 2025, compared to six months ended June 30, 2024
Revenue for the six months ended June 30, 2025 was $7.0 million, compared to $4.7 million in the same period of 2024. The increase primarily resulted from higher commodity prices and the addition of income generated from the Vareš Stream acquired in June 2024, partially offset by lower revenue from our Canadian Malartic interests as a result of mine sequencing in the Barnat pit in the period. Additionally, Côté Gold royalty interest generated higher payments compared to the same period of 2024 as the mine achieved commercial production in August 2024. Revenue does not include land agreement proceeds to the extent that they are credited against other mineral interests in our statement of financial position and interest received under our gold-linked loan.
The following provides a breakdown of our Total Revenue, Land Agreement Proceeds and Interest by asset for the periods indicated:
|
|
For the six months ended |
||
|
|
2025 |
|
2024 |
(in thousands of dollars) |
|
($) |
|
($) |
Borden |
|
469 |
|
305 |
Canadian Malartic |
|
123 |
|
1,070 |
Côté |
|
1,571 |
|
106 |
Cozamin |
|
600 |
|
524 |
Vareš |
|
1,204 |
|
— |
Borborema |
|
2,295 |
|
1,636 |
Others |
|
1,727 |
|
2,759 |
|
|
7,989 |
|
6,400 |
See "Non-IFRS Measures".
"Others" in the table above consist of land agreement proceeds and advance mineral royalty payments received. It also reflects the recognition of $0.3 million in revenue in respect of royalties payable for prior periods after we received a favourable judgement in a previously announced dispute with the operator of the Jerritt Canyon Mine regarding our per ton royalty interest. Amounts attributed to Borborema in the table above consist of pre-production royalty payments and interest received on our gold-linked loan.
During the six months ended June 30, 2025, we received land agreement proceeds of $1.0 million of which $0.3 million were credited against mineral properties, compared to $2.5 million of which $1.2 million were credited against mineral properties in the same period of 2024. During the six months ended June 30, 2025, we received $1.0 million on the exercise by Blackrock Silver of its option to acquire the Tonopah West Project.
During the six months ended June 30, 2025, we received $0.7 million in interest under our gold-linked loan, compared to $0.5 million in the same period of 2024.
During the six months ended June 30, 2025, we incurred copper streaming expenses, which are associated ongoing payments required to be made by us equal to 30% of the LME spot copper price and included in cost of sales, of $0.4 million relating to the Vareš Stream, compared to $nil in the same period of 2024.
During the six months ended June 30, 2025, we recognized depletion expense of $0.5 million, compared to $0.9 million in the same period of 2024. The decrease was due to a catch-up depletion arising from the revision of the life of mine of a certain property to which our royalty agreement relates, which is estimated using available information of proven and probable mineral reserves specifically associated with the property.
During the six months ended June 30, 2025, general and administrative costs were $3.7 million, compared to $3.9 million in the same period of 2024. The decrease was primarily a result of cost control initiatives.
The following provides a breakdown of general and administrative costs for the periods indicated:
|
|
For the six months ended |
||
|
|
2025 |
|
2024 |
(in thousands of dollars) |
|
($) |
|
($) |
Corporate administrative costs |
|
1,138 |
|
1,933 |
Employee costs |
|
1,851 |
|
1,200 |
Professional fees |
|
634 |
|
750 |
|
|
3,623 |
|
3,883 |
Depreciation |
|
39 |
|
39 |
|
|
3,662 |
|
3,922 |
During the six months ended June 30, 2025, project evaluation costs were $0.02 million, compared to $0.03 million in the same period of 2024. These costs consisted of professional fees incurred in evaluating royalty and other asset acquisitions.
8
During the six months ended June 30, 2025, corporate administrative costs decreased to $1.1 million from $1.9 million in the same period of 2024, driven primarily by cost control initiatives and lower marketing expenses.
Employee costs increased to $1.9 million from $1.2 million in June 30, 2024, resulting from the addition of employees in second half of 2024 and pro–rated accrual of annual cash bonus under our short term incentive program. The change is partly attributed to a change in policy, accruing annual bonus payments quarterly versus at year-end as was our practice in 2024. In the six months ended June 30, 2025, $0.6 million of total employee costs was attributable to annual bonus accruals, compared to $nil in the same period of 2024. Furthermore, $0.3 million of select employee costs were capitalized to the Garrison royalty acquisition during the six months ended June 30, 2025, whereas in the same period of 2024, $0.2 million was capitalized in relation to the Vareš Stream acquisition.
Professional fees were $0.7 million in the second quarter of 2025, compared to $0.8 million in the same period of 2024.
During the six months ended June 30, 2025, we recognized non-cash share-based compensation expenses of $1.3 million, compared to $1.1 million in the same period of 2024. Share-based compensation expenses represented the vesting of share options and restricted share units granted to management, directors, employees and consultants.
We recognized a fair value loss on short-term investments of $0.03 million during the six months ended June 30, 2025, compared to a fair value gain of $0.05 million in the same period of 2024. Short-term investments are measured at fair value with reference to closing foreign exchange rates and the quoted share price in the market.
During the six months ended June 30, 2025, we recognized a fair value gain on our gold-linked loan of $0.7 million, compared to $1.0 million in the same period of 2024. The loan is measured at fair value with a risk-free interest rate, calibrated credit spread, estimated long-term gold price and expected volatility of gold.
During the six months ended June 30, 2025, we recognized a fair value gain on embedded derivative arising from the accounting of our convertible debentures of $0.3 million, compared to $0.4 million in the same period of 2024. The embedded derivative is measured at fair value with reference to our stock price, credit spread and expected interest rate volatility.
We incurred finance costs of $4.4 million during the six months ended June 30, 2025, compared to $3.7 million in the same period of 2024, which includes accretion of the convertible debentures throughout the period, interest expense on funds drawn on our revolving credit facility and cash and non-cash interest expense on our convertible debentures. The increase is primarily attributed to interest expense on additional funds drawn on the facility in February 2025.
We incurred a current tax expense of $0.1 million during the six months ended June 30, 2025, compared to $0.8 million in the same period of 2024. During the six months ended June 30, 2025, we recognized a deferred tax recovery of $0.03 million, compared to $0.3 million in the same period of 2024.
We had a net loss of $2.1 million, or $0.01 per share on a basic and diluted basis, during the six months ended June 30, 2025, compared to a net loss of $3.6 million, or $0.02 per share on a basic and diluted basis, for the same period of 2024. During the six months ended June 30, 2025, we incurred Adjusted Net Loss of $1.3 million or $0.01 per share, compared to $2.7 million or $0.02 per share, for the same period of 2024. The change was primarily the result of increased revenues from royalties and stream, along with a reduction in operating expenses, offset by the one-off payment of $1.0 million received in 2024 following the exercise by Blackrock Silver of its option to acquire the Tonopah West mineral interests.
Liquidity and Capital Resources
|
|
As at |
|
As at |
(in thousands of dollars) |
|
($) |
|
($) |
Cash and cash equivalents |
|
3,054 |
|
2,267 |
Short-term investments |
|
180 |
|
214 |
Working capital (current assets less current liabilities) |
|
2,570 |
|
2,012 |
Total assets |
|
740,246 |
|
737,515 |
Total current liabilities |
|
4,628 |
|
3,859 |
Total non-current liabilities |
|
177,217 |
|
175,353 |
Shareholders' equity |
|
558,401 |
|
558,303 |
As at June 30, 2025, we had cash and cash equivalents of $3.1 million, compared to $2.3 million as at December 31, 2024. This was primarily driven by an increase in revenue from our royalty and streaming interests, additional drawdowns from our revolving credit facility, offset by cash utilized in our acquisition of the Garrison royalty and interest payments made during the period.
As at June 30, 2025, we had short-term investments of $0.2 million, compared to $0.2 million as at December 31, 2024. Short-term investments consist of marketable securities.
We had working capital (current assets less current liabilities) of $2.6 million as at June 30, 2025, compared to $2.0 million as at December 31, 2024. Working capital consists of current assets less current liabilities.
9
We had non-current liabilities of $177.2 million as at June 30, 2025, compared to $175.4 million as at December 31, 2024. Non-current liabilities consist of deferred income tax liability of $124.0 million, convertible debentures of $26.1 million, bank loan of $25.9 million, embedded derivative of $1.0 million and non-current portion of lease obligation of $0.1 million. The overall increase was due to the additional bank loan drawdown from our revolving credit facility and accretion of convertible debentures, offset by fair value change in embedded derivative.
On February 24, 2025, we announced that we had extended the maturity date of our existing revolving credit facility to March 31, 2028 and expanded it to consist of a $30 million secured revolving credit line, with an accordion feature allowing up to an additional $45 million in availability, subject to the satisfaction of certain additional conditions. As at June 30, 2025, $27.3 million was drawn under the facility.
Cash Flows
Operating Activities
Operating activities provided cash of $3.6 million in the six months ended June 30, 2025, compared to $1.3 million in the same period of 2024.
Net cash provided by operating activities during the six months ended June 30, 2025 reflected a net loss of $2.1 million offset by various non-cash items including $0.5 million of depreciation and depletion, $4.4 million of finance costs, $0.7 million loan modification gain, $0.7 million and $0.3 million change in the fair value of our gold-linked loan and embedded derivative, respectively and $0.03 million of deferred tax expense. Non-cash working capital changes included an increase in accounts receivable using cash of $0.3 million during the six months ended June 30, 2025, compared to $0.1 million in the same period of 2024. Interest income received on our gold-linked loan provided cash of $0.7 million during the six months ended June 30, 2025, compared to $0.5 million in the same period of 2024. An increase in prepaids and other receivables used cash of $0.2 million during the six months ended June 30, 2025, compared to a decrease providing cash of $0.5 million in the same period of 2024. An increase in accounts payable and accrued liabilities provided cash of $0.5 million during the six months ended June 30, 2025, compared to $0.6 million in the same period of 2024.
Investing Activities
Investing activities utilized cash of $1.9 million during the six months ended June 30, 2025, compared to $44.3 million in the same period of 2024. During the six months ended June 30, 2025, we used $2.2 million in cash for acquisitions, compared to $45.6 million in the same period of 2024. The decrease was principally due to the acquisition of the Vareš Stream in June 2024, offset by the acquisition of the Garrison royalty in March 2025. Marketable securities provided cash of $0.01 million in the six months ended June 30, 2025, compared to $0.1 million in the same period of 2024. During the six months ended June 30, 2025, land agreement proceeds credited against other mineral interests provided cash of $0.3 million, compared to $1.2 million in the same period of 2024. Additionally, we received interest amounting to $0.02 million in the six months ended June 30, 2025, compared to $0.06 million in the same period of 2024.
Financing Activities
During the six months ended June 30, 2025, financing activities used cash of $0.9 million, compared to providing cash of $45.1 million in the same period of 2024, almost entirely due to the financing activities related to the Vareš Stream acquisition in June 2024, offset by the financing activities related to our Garrison royalty acquisition in March 2025. Interest payments used cash of $2.8 million during the six months ended June 30, 2025, compared to $1.8 million in the same period of 2024. The increase in interest payments was due to the increased borrowings under our revolving credit facility following the Vareš Stream acquisition in June 2024. In February 2025, we drew down $2.0 million under the facility and incurred transaction costs of $0.2 million in relation thereto.
Contractual Obligations
As at June 30, 2025, we had the following contractual obligations, including payments due for each of the next five years and thereafter:
|
|
Payments Due by Period |
||||||||
|
|
Total |
|
Less than 1 year |
|
1 – 3 years |
|
4 – 5 years |
|
After 5 years |
(in thousands of dollars) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
Lease obligations |
|
250 |
|
97 |
|
153 |
|
— |
|
— |
Revolving credit facility - principal(1) |
|
27,287 |
|
— |
|
27,287 |
|
— |
|
— |
Revolving credit facility - interest(1) |
|
5,713 |
|
2,073 |
|
3,640 |
|
— |
|
— |
Convertible debentures - principal(2) |
|
40,000 |
|
— |
|
— |
|
40,000 |
|
— |
Convertible debentures - interest(2) |
|
14,167 |
|
4,000 |
|
8,000 |
|
2,167 |
|
— |
Total |
|
87,417 |
|
6,170 |
|
39,080 |
|
42,167 |
|
— |
__________
Notes:
10
Non-IFRS Measures
We have included, in this document, certain performance measures, including: (i) Adjusted Net Loss and Adjusted Net Loss Per Share, basic and diluted; (ii) GEOs; (iii) Total Revenue, Land Agreement Proceeds and Interest; and (iv) Adjusted EBITDA which are each non-IFRS measures. The presentation of such non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-IFRS measures do not have any standardized meaning prescribed by IFRS and other companies may calculate these measures differently.
Adjusted Net Loss and Adjusted Net Loss Per Share, basic and diluted
Adjusted Net Loss is calculated by adding land agreement proceeds credited against other mineral interests, interest earned on gold-linked loan, accretion of convertible debentures, transaction related and non-recurring general and administrative expenses(1) and share of (gain)/loss in associate and deducting the following from net loss: dilution (gain)/loss in associate, changes in fair value of embedded derivative, short-term investments and gold-linked loan, gain on loan modification, foreign exchange gain and other (income)/expense. Adjusted Net Loss Per Share, basic and diluted, have been determined by dividing the Adjusted Net Loss by the weighted average number of common shares for the applicable period. Management believes that they are useful measures of performance as they adjust for items which are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. The following is a reconciliation of net loss to Adjusted Net Loss, Per Share, basic and diluted for the periods indicated:
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
(in thousands of dollars, except per share amount) |
|
($) |
|
($) |
|
($) |
|
($) |
Net loss |
|
(829) |
|
(2,236) |
|
(2,077) |
|
(3,641) |
Land Agreement Proceeds credited against other mineral interests |
|
214 |
|
163 |
|
327 |
|
1,213 |
Interest income credited against gold-linked loan |
|
375 |
|
258 |
|
701 |
|
499 |
Accretion of convertible debentures |
|
555 |
|
426 |
|
1,074 |
|
821 |
Transaction related and non-recurring general and administrative expenses |
|
40 |
|
180 |
|
101 |
|
275 |
Share of (gain)/loss in associate |
|
50 |
|
(152) |
|
80 |
|
(100) |
Dilution (gain)/loss in associate |
|
73 |
|
— |
|
73 |
|
(9) |
Change in fair value of gold-linked loan |
|
(425) |
|
(311) |
|
(715) |
|
(950) |
Change in fair value of short-term investments |
|
(47) |
|
52 |
|
27 |
|
(49) |
Change in fair value of embedded derivative |
|
(180) |
|
(179) |
|
(280) |
|
(370) |
Foreign exchange gain |
|
81 |
|
100 |
|
52 |
|
13 |
Gain on loan modification |
|
— |
|
— |
|
(693) |
|
(310) |
Other (income)/expense |
|
27 |
|
(38) |
|
18 |
|
(59) |
Adjusted Net Loss |
|
(66) |
|
(1,737) |
|
(1,312) |
|
(2,667) |
Weighted average number of common shares |
|
170,553,644 |
|
153,412,808 |
|
170,407,047 |
|
149,595,753 |
Adjusted Net Loss Per Share, basic and diluted |
|
(0.00) |
|
(0.01) |
|
(0.01) |
|
(0.02) |
GEOs
GEOs are determined by dividing Total Revenue, Land Agreement Proceeds and Interest by the average gold prices for the applicable period:
(in thousands of dollars, except Average Gold Price/oz and GEOs) |
|
Average Gold Price/oz |
|
Total Revenue, Land Agreement Proceeds and Interest |
|
GEOs |
For the three months ended June 30, 2024 |
|
2,338 |
|
2,215 |
|
947 |
For the three months ended June 30, 2025 |
|
3,279 |
|
4,412 |
|
1,346 |
For the six months ended June 30, 2024 |
|
2,157 |
|
6,400 |
|
2,967 |
For the six months ended June 30, 2025 |
|
3,079 |
|
7,989 |
|
2,595 |
Total Revenue, Land Agreement Proceeds and Interest
Total Revenue, Land Agreement Proceeds and Interest are determined by adding land agreement proceeds credited against other mineral interests and interests earned on gold-linked loan to total revenue. We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other gold royalty companies in the precious metal mining industry.
11
The following is a reconciliation of Total Revenue, Land Agreement Proceeds and Interest to total revenue for the three and six months ended June 30, 2025 and 2024, respectively:
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
(in thousands of dollars) |
|
($) |
|
($) |
|
($) |
|
($) |
Royalty |
|
1,981 |
|
943 |
|
3,097 |
|
2,005 |
Streaming |
|
720 |
|
— |
|
1,204 |
|
— |
Advance minimum royalty and pre-production royalty |
|
877 |
|
613 |
|
1,955 |
|
1,443 |
Land agreement proceeds |
|
459 |
|
401 |
|
1,032 |
|
2,453 |
Interest income credited against gold-linked loan |
|
375 |
|
258 |
|
701 |
|
499 |
Total Revenue, Land Agreement Proceeds and Interest |
|
4,412 |
|
2,215 |
|
7,989 |
|
6,400 |
Land agreement proceeds credited against other mineral interests |
|
(214) |
|
(163) |
|
(327) |
|
(1,213) |
Interest income credited against gold-linked loan |
|
(375) |
|
(258) |
|
(701) |
|
(499) |
Revenue |
|
3,823 |
|
1,794 |
|
6,961 |
|
4,688 |
Adjusted EBITDA
Adjusted EBITDA is determined by adding the impact of depletion, depreciation, finance costs, current and deferred tax (recovery) expenses, interest earned on gold-linked loan, transaction related and non-recurring general and administrative expenses(2), non-cash share-based compensation, share of (gain)/loss in associate, dilution (gain)/loss in associate, change in fair value of gold-linked loan, short-term investments and embedded derivative, foreign exchange gain, gain on loan modification and other (income)/expense to net loss. We have included this information as management believes certain investors use this information to evaluate our performance in comparison to other gold royalty companies in the precious metal mining industry. The table below provides a reconciliation of net loss to Adjusted EBITDA.
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
(in thousands of dollars) |
|
($) |
|
($) |
|
($) |
|
($) |
Net loss |
|
(829) |
|
(2,236) |
|
(2,077) |
|
(3,641) |
Depletion |
|
418 |
|
425 |
|
509 |
|
945 |
Depreciation |
|
20 |
|
19 |
|
39 |
|
39 |
Finance costs |
|
2,236 |
|
1,905 |
|
4,441 |
|
3,689 |
Current tax expense |
|
47 |
|
30 |
|
118 |
|
819 |
Deferred tax (recovery)/expense |
|
(387) |
|
65 |
|
(27) |
|
(298) |
Land Agreement Proceeds credited against other mineral interests |
|
214 |
|
163 |
|
327 |
|
1,213 |
Interest income credited against gold-linked loan |
|
375 |
|
258 |
|
701 |
|
499 |
Transaction related and non-recurring general and administrative expenses |
|
40 |
|
180 |
|
101 |
|
275 |
Share-based compensation |
|
650 |
|
459 |
|
1,342 |
|
1,054 |
Share of (gain)/loss in associate |
|
50 |
|
(152) |
|
80 |
|
(100) |
Dilution (gain)/loss in associate |
|
73 |
|
— |
|
73 |
|
(9) |
Change in fair value of gold-linked loan |
|
(425) |
|
(311) |
|
(715) |
|
(950) |
Change in fair value of short-term investments |
|
(47) |
|
52 |
|
27 |
|
(49) |
Change in fair value of embedded derivative |
|
(180) |
|
(179) |
|
(280) |
|
(370) |
Foreign exchange gain |
|
81 |
|
100 |
|
52 |
|
13 |
Gain on loan modification |
|
— |
|
— |
|
(693) |
|
(310) |
Other (income)/expense |
|
27 |
|
(38) |
|
18 |
|
(59) |
Adjusted EBITDA |
|
2,363 |
|
740 |
|
4,036 |
|
2,760 |
Summary of Quarterly Results
The following table sets forth our selected financial results for each of the quarterly periods indicated.
12
|
|
Revenue |
|
Net income (loss) |
|
Net income (loss) per share, basic and diluted |
(in thousands of dollars, except per share amounts) |
|
($) |
|
($) |
|
($) |
September 30, 2023 |
|
797 |
|
(1,817) |
|
(0.01) |
December 31, 2023 |
|
1,016 |
|
(19,360) |
|
(0.13) |
March 31, 2024 |
|
2,894 |
|
(1,405) |
|
(0.01) |
June 30, 2024 |
|
1,794 |
|
(2,236) |
|
(0.01) |
September 30, 2024 |
|
2,060 |
|
3,423 |
|
0.02 |
December 31, 2024 |
|
3,355 |
|
(3,193) |
|
(0.02) |
March 31, 2025 |
|
3,138 |
|
(1,248) |
|
(0.01) |
June 30, 2025 |
|
3,823 |
|
(829) |
|
(0.00) |
Quarterly fluctuations in net income (loss) are primarily driven by changes in revenue from royalties and other interests, changes in operating expenses, fair value adjustments in gold-linked loan, short-term investments and embedded derivative and changes in corporate activities during the respective periods.
Off-Balance Sheet Arrangements
As at June 30, 2025, we did not have any off-balance sheet arrangements.
Transactions with Related Parties
Queen's Road Capital Investment Ltd. ("QRC"), an entity whose Chief Executive Officer is also one of our directors, subscribed for $30 million principal amount of the convertible debentures in our convertible debenture financing completed in December 2023. During the three and six months ended June 30, 2025, we incurred finance costs, including accretion of convertible debentures, of $1.2 million and $2.4 million, respectively, compared to $1.1 million and $2.2 million, respectively, in the same periods of 2024, under such convertible debentures held by QRC.
Related party transactions are based on the amounts agreed to by the parties. During the three and six months ended June 30, 2025, we have not entered into any contracts or undertake any commitment with any related parties other than as described herein.
Transactions with Key Management Personnel
Key management personnel are individuals responsible for planning, directing and controlling the activities of an entity. Total management salaries and directors’ fees incurred in the three and six months ended June 30, 2025 and 2024 are as follows:
|
|
For the three months ended |
|
For the six months ended |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
(in thousands of dollars) |
|
($) |
|
($) |
|
($) |
|
($) |
Management salaries |
|
496 |
|
313 |
|
794 |
|
630 |
Directors' fees |
|
50 |
|
52 |
|
98 |
|
110 |
Share-based compensation |
|
480 |
|
306 |
|
987 |
|
734 |
|
|
1,026 |
|
671 |
|
1,879 |
|
1,474 |
Critical Accounting Estimates and Judgments
The preparation of financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.
Information about significant sources of estimation uncertainty and judgments made by management in preparing the consolidated financial statements are described below.
13
Information about significant sources of estimation uncertainty are described below.
Financial Instruments and Risk Management
Our financial instruments consist of cash and cash equivalents, short-term and long-term investments, gold-linked loan, accounts receivable, accounts payable and accrued liabilities, lease obligation, bank loan, convertible debentures and embedded derivative.
Our short-term investments are initially recorded at fair value and subsequently revalued to their fair market value at each period end based on inputs such as quoted equity prices. The fair value of our gold-linked loan is determined based on a discounted cash flow approach, which includes significant inputs not based on observable market data such as long-term gold price and expected volatility of gold. Our long-term investment is initially recorded at fair value and subsequently revalued to its fair market value at each period end based on inputs such as quoted equity prices. The fair value of our embedded derivative related to the convertible debentures is determined using the White Hull one factor model, which includes significant inputs not based on observable market data such as expected credit spread. The fair value of our other financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their carrying values due to their short term to maturity. Bank loan, convertible debentures and lease obligations are measured at amortized cost. The fair value of our bank loan and lease obligations approximate their carrying values as their interest rates are comparable to current market rates. The fair value of our convertible debentures approximates their carrying values as there were not significant changes in economic and risk parameters or assumptions related to our convertible debentures since the issuance.
Financial risk management objectives and policies
The financial risk arising from our operations are credit risk, liquidity risk, currency risk, equity price risk and interest rate risk. These risks arise from the normal course of operations and all transactions undertaken are to support our ability to continue as a going concern. The risks associated with financial instruments and the policies on how we mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
Credit Risk
Credit risk is the risk of an unexpected loss if a customer or third-party to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily associated with our bank balances, accounts receivable and gold-linked loan. We mitigate credit risk associated with our bank balances by holding cash with Schedule I chartered banks in Canada and their US affiliates. Our maximum exposure to credit risk is equivalent to the carrying value of our cash and cash equivalents in excess of the amount of government deposit insurance coverage for each financial institution and the carrying value of our accounts receivable and gold-linked loan. In order to mitigate our exposure to credit risk, we closely monitor our financial assets.
14
Liquidity Risk
Liquidity risk is the risk that we will not be able to settle or manage our obligations associated with financial liabilities. To manage liquidity risk, we closely monitor our liquidity position and ensure we have adequate sources of funding to finance our projects and operations. Our working capital (current assets less current liabilities) as at June 30, 2025 was $2.6 million compared to $2.0 million as at December 31, 2024. Our accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.
Our future profitability will be dependent on the royalty income to be received from mine operators. Royalties are based on a percentage of the minerals, or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize. Mineral prices are affected by numerous factors such as interest rates, exchange rates, inflation or deflation and global and regional supply and demand. In managing liquidity risk, we consider the amount available under our revolving credit facility, anticipated cash flows from operating activities and our holding of cash and short-term investments. We believe we have adequate liquidity to meet our obligations and to finance our planned activities.
Currency Risk
We are exposed to foreign exchange risk when we undertake transactions and hold assets and liabilities in currencies other than our functional currency. We entered into offsetting put and call options to mitigate foreign exchange risk exposure on certain of our assets denominated in Mexican Pesos. The currency risk on our cash and cash equivalents, short-term investments, other receivables, accounts payable and accrued liabilities and lease obligations are minimal.
Equity price Risk
We are exposed to equity price risk associated with our investments in other mining companies. Our short-term investments consisting of common shares are exposed to significant equity price risk due to the potentially volatile and speculative nature of the businesses in which the investments are held. Based on the short-term investments held by us as at June 30, 2025, a 10% change in the market price of these investments would have an impact of approximately $0.01 million on net loss. We are not exposed to significant equity price risk related to our short-term investments.
Interest rate Risk
Our exposure to interest rate risk arises from the impact of interest rates on our cash and secured revolving credit facility, which bear interest at fixed or variable rates. The interest rate risks on our cash balances are minimal. Our secured revolving credit facility bears interest at a rate determined by reference to the U.S. dollar Base Rate plus a margin of 2.00% or Adjusted Term SOFR plus a margin of 3.00%, as applicable and an increase (decrease) of 10 basis point in the applicable rate of interest would not have a significant impact on the net loss for the six months ended June 30, 2025. Our lease liability is determined using the interest rate implicit in the lease and an increase (decrease) of 10 basis points would not have a significant impact on the net loss for the six months ended June 30, 2025.
Outstanding Share Data
As at the date hereof, we have 170,709,410 GRC Shares, 2,510,439 restricted share units and 9,466,741 share options outstanding. In addition, there were warrants to purchase 1,430,000 common shares that were issued to holders of warrants of Ely Gold Royalties Inc. (the "Ely Warrants") as at the date hereof. Such warrants represent the right to acquire, on valid exercise thereof (including payment of the applicable exercise price), 0.2450 of a GRC Share plus C$0.0001. The Ely Warrants are exercisable into a total of 350,350 GRC Shares as of the date hereof. Furthermore, there are outstanding warrants to purchase 20,058,300 GRC Shares issued to holders in connection with our public offering in connection with the Vareš Stream in 2024. Each such warrant is exercisable to acquire one GRC Share, in accordance with their terms, for a period of 36 months after closing, at an exercise price of $2.25.
Disclosure Controls and Procedures and Internal Control over Financial Reporting
Disclosure Controls and Procedures
Our Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") are responsible for establishing and maintaining our disclosure controls and procedures ("DCP"). We maintain DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to our management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.
In designing and evaluating DCP, we recognize that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The CEO and CFO have evaluated whether there were changes to the DCP during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.
15
Internal Control over Financial Reporting
Our management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for us to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.
Our ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with our policies and procedures.
The CEO and CFO have evaluated whether there were changes to the ICFR during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.
Forward-looking Statements
Certain statements contained in this MD&A constitute "forward-looking information" within the meaning of Canadian securities laws and "forward-looking statements" within the meaning of securities laws in the United States (collectively, "Forward-Looking Statements"). These statements relate to the expectations of management about future events, results of operations and our future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "target", "aim", "pursue", "potential", "objective" and "capable" and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking Statements should not be unduly relied on. These statements speak only as of the date of this MD&A. In addition, this MD&A may contain Forward-Looking Statements attributed to third-party industry sources. Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following:
These Forward-Looking Statements are based on opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances, including that:
Actual results could differ materially from those anticipated in these Forward-Looking Statements as a result of the following risk factors, among others:
16
This list of factors should not be construed as exhaustive. We do not intend to and do not assume any obligations to update Forward-Looking Statements, except as required by applicable law.
Please see "Item 3. Key Information – D. Risk Factors" in the Annual Report for further information regarding key risks faced by us.
Additional Information
Additional information concerning Gold Royalty is available under our profile at www.sedarplus.ca and www.sec.gov.
17
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, David Garofalo, Chief Executive Officer of Gold Royalty Corp., certify the following:
Date: August 6, 2025 |
|
|
|
/s/ David Garofalo |
|
David Garofalo |
|
Chief Executive Officer |
|
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Andrew Gubbels, Chief Financial Officer of Gold Royalty Corp., certify the following:
Date: August 6, 2025 |
|
|
|
/s/ Andrew Gubbels |
|
Andrew Gubbels |
|
Chief Financial Officer |
|