6-K
Gold Royalty Corp. (GROY)
U.S.SECURITIES AND EXCHANGE COMMISSION
WashingtonD.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2022.
Commission File Number: 001-40099
GOLDROYALTY CORP.
(Translationof registrant’s name into English)
Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, Canada
(Addressof principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| ☒<br> Form 20-F | ☐<br> Form 40-F |
|---|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INCORPORATIONBY REFERENCE
The information contained in this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3, as amended (Registration No. 333-265581), of Gold Royalty Corp. (including any prospectus forming a part of such registration statement) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBITINDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Material Change Report dated September 15, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOLD ROYALTY CORP. | |
|---|---|
| By: | /s/ Josephine Man |
| Josephine<br> Man | |
| Chief<br> Financial Officer | |
| Date: | September 16, 2022 |
Exhibit 99.1
FORM 51-102F3
AMENDED AND RESTATED MATERIAL CHANGE REPORT
ThisAmended and Restated Material Change Report is being filed to correct a typographical error in the number of common shares to be issuedunder the transaction described in the material change report of Gold Royalty Corp. dated September 2, 2022.
| 1. | Name and Address of Company: |
|---|---|
| GOLD<br> ROYALTY CORP. | |
| 1830-1030<br> West Georgia Street | |
| Vancouver,<br> British Columbia V6E 2Y3 | |
| 2. | Date of Material Change: |
| The<br> material change described in this report occurred on September 1, 2022. | |
| 3. | News Release: |
| On<br> September 1, 2022, Gold Royalty Corp. (the “Company”) issued a news release (the “News Release”)<br> through the facilities of Canada Newswire, a copy of which has been filed on the System for Electronic Document Analysis and Retrieval<br> (SEDAR). | |
| 4. | Summary of Material Change: |
| On<br> September 1, 2022, the Company entered into a royalty purchase and sale agreement (the “Agreement”) with Nevada<br> Gold Mines LLC (“NGM”) to acquire certain royalties on properties located in Nevada for total share consideration<br> of US$27,500,000, being 9,393,681 common shares of the Company. | |
| 5. | Full Description of Material Change: |
| On<br> September 1, 2022, the Company entered into the Agreement with NGM to acquire the following royalties on properties located in Nevada<br> for total share consideration of US$27,500,000 (the “Transaction”): | |
| ● | a<br> 10% Net Profits Interest royalty on the high-grade, producing Granite Creek Mine operated by i-80 Gold Corp., payable after 120,000<br> oz of gold or equivalent is cumulatively produced from the project; |
| --- | --- |
| ● | a<br> 2.00% Net Smelter Return royalty (“NSR”) on the Bald Mountain Mine operated by Kinross Gold Corporation, payable<br> after 10 million ounces of gold have been produced from the properties; and |
| ● | a<br> 1.25% NSR on the Bald Mountain Joint Venture Zone also operated by Kinross, (collectively,<br> the “Royalties”). |
| Pursuant<br> to the Agreement, the Company will acquire the Royalties for total consideration of US$27,500,000, which will be satisfied through<br> the issuance to NGM of 9,393,681 common shares of the Company. | |
| --- | --- |
| Closing<br> of the Transaction is subject to customary conditions and is expected to complete on or about the end of the current quarter. | |
| 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
| Not<br> applicable. | |
| 7. | Omitted Information: |
| Not<br> applicable. | |
| 8. | Executive Officer: |
| The<br> following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting<br> the material change and this report: | |
| Josephine<br> Man | |
| Chief<br> Financial Officer | |
| Telephone:<br> (604) 396-3066 | |
| 9. | Date of Report: |
| September<br> 15, 2022. |