Gold Royalty Corp 6-K, filed Jul 23, 2021

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,DC 20549

Form6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 OF THE

SECURITIESEXCHANGE ACT OF 1934

Forthe month of July 2021

CommissionFile Number 001-40099

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 [X] 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): [  ]

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): [  ]

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.

EXHIBITINDEX

Exhibit99.1

FORIMMEDIATE RELEASE

GOLDROYALTY CORP. to acquire FIVE Gold Royalties on Properties Managed by MONARCH MINING CORPORATION

Vancouver,British Columbia – July 23, 2021 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) with Monarch Mining Corporation (“Monarch”) (TSX: GBAR) (OTCQX: GBARF) to acquire the following gold royalty interests (the “Transaction”):

for total consideration of C$15 million (~US$12 million), of which C$11.25 million is payable on closing and C$3.75 million will be paid upon the 6-month anniversary of closing. The transaction is subject to customary conditions and is expected to close in August 2021.

David Garofalo, CEO, President, and Chairman of Gold Royalty stated: “We are excited to be partnering with Jean-Marc Lacoste and the strong technical team at Monarch to assist in the reopening of the Beaufor mine and to add additional high quality royalties to our portfolio. These assets will not only add potential near term cash flow to our Company, but also a strong pipeline of development and exploration projects located in Quebec, a very favourable mining jurisdiction. The Monarch royalties nicely complement the pro-forma portfolio of over 100 royalties in the Americas resulting from our previously announced acquisition of Ely Gold Royalties Inc. (“ELY”) (TSX-V: ELY).

It has been a very eventful start to our journey of growing into a leading royalty and streaming company. This announcement follows a string of exciting events for us and we are focused on driving continued success capitalizing on the experience and depth of our board and management team, strong balance sheet and capital markets presence.”

John Griffith, Chief Development Officer of Gold Royalty, stated: “We are thrilled to be partnering with Monarch as they advance the proposed reopening of the Beaufor mine, which has a consolidated historical production in excess of 1 million ounces of gold and has strong exploration potential. This is a compelling investment opportunity for Gold Royalty. The addition of the royalty on the Beacon mill will provide additional potential near-term cash flow as the mill restarts and through ramp-up of operations at the Beaufor mine. The added royalties on Croinor Gold, McKenzie Break and Swanson properties provide longer term exposure to the prolific Abitibi greenstone belt and complete a very attractive portfolio of assets.”

The royalty properties are located near strategic infrastructure in the Abitibi region of Quebec, Canada and include:

AboutGold Royalty Corp.

Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to 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 attractive returns for its investors. Gold Royalty’s diversified portfolio currently consists of net smelter return royalties ranging from 0.5% to 2.0% on 18 gold properties covering 12 projects located in the Americas.

AboutMonarch Mining Corp.

Monarch Mining Corporation (TSX: GBAR) is a fully integrated mining company that owns four advanced projects, including the fully permitted past-producing Beaufor Mine, which has produced more than 1 million ounces of gold over the last 30 years. Other advanced assets include the Croinor Gold, McKenzie Break and Swanson properties, all located near Monarch’s wholly owned and fully permitted Beacon 750 tpd mill. Monarch owns 28,702 hectares (287 km^2^) of mining assets in the prolific Abitibi mining camp.

For additional information, please contact:

GoldRoyalty Corp.

Telephone: (833) 396-3066

Email: info@goldroyalty.com

QualifiedPerson

Alastair Still, P.Geo., Director of Technical Services of the Company, is a “qualified person” as such term is defined under National Instrument 43-101, and has reviewed and approved the technical information disclosed in this news release.

TechnicalInformation

The information herein regarding Monarch’s properties has been derived from Monarch’s Press Release date June 3, 2021 and its June 2021 Corporate Presentation. For information with respect to each project, please refer to such documents as well as the applicable technical reports and other disclosure documents of Monarch that are available under its profile at www.sedar.com.

CautionaryStatement on Forward-Looking Information:

Certainof the information contained in this news release constitutes ‘forward-looking information’ and ‘forward-looking statements’within the meaning of applicable Canadian and U.S. securities laws (“forward-looking statements”) and involve known and unknownrisks, uncertainties and other factors that may cause Gold Royalty’s actual results, performance and achievements to be materiallydifferent from the results, performance or achievements expressed or implied therein. Such forward-looking statements, including butnot limited to statements relating to: the proposed acquisitions announced herein; the Company’s proposed acquisition of ELY; theanticipated timing, benefits and effects of the completion thereof, the proposed advancement of properties underlying the Company’sroyalty interests, including interests to be acquired; expectations regarding the properties underlying the royalty interests to be acquired;and the Company’s future growth plans, involve risks, uncertainties and other factors which may cause the actual results to bematerially different from those expressed or implied by such forward-looking statements. Such factors include, among others, any inabilityto satisfy the conditions under the proposed acquisitions; obtaining required shareholder and regulatory approvals in connection withthe proposed acquisition of ELY; any inability to satisfy the other conditions to such completion or to realize the benefits of the proposedtransaction, any inability of the operators of the properties underlying the Company’s royalty interests, including those to beacquired, to execute proposed plans for such properties and the ability of the Company to carry out its growth plans and other factorsset forth in the Company’s publicly filed documents under its profiles at www.sedar.com and www.sec.gov. Althoughthe Company has attempted to identify important factors that could cause actual results to differ materially from those contained inforward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There canbe no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company doesnot undertake to update any forward-looking statements, except in accordance with applicable securities laws.