6-K

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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.

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Commission File Number: 001-40099

GOLDROYALTY CORP.

(Translationof registrant’s name into English)

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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registration statement) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBITINDEX

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Exhibit<br><br> <br>Number	Description
99.1	Material Change Report dated September 2, 2022

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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.

GOLD ROYALTY CORP.
By:	/s/ Josephine Man
	Josephine<br> Man
	Chief<br> Financial Officer
Date:	September<br> 2, 2022
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Exhibit99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

1.	Name and Address of Company:

GOLD ROYALTY CORP.

1830-1030 West Georgia Street

Vancouver, British Columbia V6E 2Y3

2.	Date of Material Change:

The material change described in this report occurred on September 1, 2022.

3.	News Release:

On September 1, 2022, Gold Royalty Corp. (the “Company”) issued a news release (the “News Release”) through the facilities of Canada Newswire, a copy of which has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

4.	Summary of Material Change:

On September 1, 2022, the Company entered into a royalty purchase and sale agreement (the “Agreement”) with Nevada Gold Mines LLC (“NGM”) to acquire certain royalties on properties located in Nevada for total share consideration of US$27,500,000, being 9,352,469 common shares of the Company.

5.	Full Description of Material Change:

On September 1, 2022, the Company entered into the Agreement with NGM to acquire the following royalties on properties located in Nevada for total share consideration of US$27,500,000 (the “Transaction”):

●	a<br> 10% Net Profits Interest royalty (“NPI”) on the high-grade, producing<br> Granite Creek Mine (“Granite Creek”) operated by i-80 Gold Corp. (“i-80”),<br> payable after 120,000 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 (“Bald Mountain”) operated by Kinross Gold Corporation (“Kinross”),<br> payable 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 (“JV Zone”) also operated<br> by Kinross.

(collectively, the “Royalties”)

Pursuant to the Agreement, the Company will acquire the Royalties for total consideration of US$27,500,000, which will be satisfied through the issuance to NGM on closing of common shares of the Company based on the 20-day volume weighted average price of such shares on the NYSE American LLC as of the business day immediately preceding execution of the Agreement, being 9,352,469 common shares of the Company.

Closing 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 applicable.

7.	Omitted Information:

Not applicable.

8.	Executive Officer:

The following executive officer of the Company is knowledgeable about the material change and this report and may be contacted respecting the material change and this report:

Josephine Man

Chief Financial Officer

Telephone: (604) 396-3066

9.	Date of Report:

September 2, 2022.