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6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2025

 

Commission File Number 001-40099

 

GOLD ROYALTY CORP.

(Registrant’s name)

 

1188 West Georgia Street, Suite 1830

Vancouver, BC V6E 4A2

(604) 396-3066

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒   Form 40-F ☐

 

 

 

 

 

INCORPORATION BY REFERENCE

 

EXHIBITS 99.1 THROUGH 99.3, INCLUDED WITH THIS REPORT, ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED AND SUPPLEMENTED (FILE NOS. 333-280817, 333-280507, 333-276305, 333-267633, 333-270682) AND FORM S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GOLD ROYALTY CORP.
     
Date: November 26, 2025 By: /s/ Andrew Gubbels
  Name: Andrew Gubbels
  Title: Chief Financial Officer

 

 

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
     
99.1   Press Release dated November 25, 2025
99.2   First Supplemental Debenture Indenture dated November 25, 2025, by and between the registrant and Odyssey Trust Company, as Trustee
99.3   Material Change Report dated November 25, 2025

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

 

GOLD ROYALTY ANNOUNCES AMENDED AND UPSIZED REVOLVING CREDIT FACILITY OF UP TO US$100 MILLION AND ELIMINATION OF DEBT

 

Retirement of long-term fixed interest convertible debentures and upsized credit facility with lower cost of borrowing enhance Gold Royalty’s cash flow profile and strengthen the balance sheet to support continued growth

 

Vancouver, British Columbia – November 25, 2025 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce that it has entered into an amendment agreement with the Bank of Montreal and the National Bank Capital Markets to, among other things, upsize its existing revolving credit facility to US$75 million, with an accordion feature allowing for up to an additional US$25 million in availability, subject to certain conditions (the “Facility”). As a condition to the expanded Facility, Gold Royalty completed an early redemption and conversion of its outstanding 10% convertible debentures due in 2028 (the “Debentures”).

 

The Facility’s maturity has been extended to November 2028. The amendment also improves the interest rate under the Facility, with the applicable interest rate improving from SOFR plus a fixed 3.0% margin to an applicable margin ranging from 2.5% to 3.5% based on the Company’s leverage ratio. The upsized Facility was subject to customary conditions and the retirement of at least 75% of the principal amount of the Debentures.

 

Andrew Gubbels, Chief Financial Officer, commented: “The Facility expansion and retirement of our outstanding 10% Debentures significantly improves our balance sheet, lowers our cost of capital and results in a more fiscally efficient capital structure. We believe the resulting enhancement to our liquidity position and access to capital place us in a strong position to continue to effectively execute our long-term growth strategy. By bringing forward the existing early redemption rights on the Debentures we strengthen our cash flows by eliminating the relatively higher fixed interest payments associated with the Debentures to maturity in late-2028 and provide a more beneficial long-term interest rate structure under the Facility.”

 

“We thank Queen’s Road Capital and Taurus, the holders of the Debentures, for their support of the Company. The initial Debenture financing completed in December 2023 allowed us to make flag-ship investments in our Borborema royalty and related gold-linked loan, which have proven to be very accretive additions to our portfolio. The initial US$31 million investment we made at the end of 2023 has already generated US$7.2 million in cash flows to Gold Royalty, with commercial production achieved on schedule in the third quarter of 2025. We look forward to the ongoing support of Queen’s Road and Taurus as shareholders of Gold Royalty.”

 

Upsized Facility

 

The Company entered into an amendment agreement with its existing lenders to amend and upsize its existing Facility. The Facility now consists of a US$75 million revolving credit facility, with an accordion feature allowing for up to an additional US$25 million in availability, subject to certain conditions. The Facility is available for general corporate purposes and to finance acquisitions and investments and may be drawn in U.S. dollar base rate advances or term benchmark advances.

 

 
 

 

 

 

Under the amended Facility, term benchmark advances will bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus a margin ranging from 2.5% to 3.5% based on the Company’s applicable leverage ratio. U.S. dollar base rate advances bear interest at a rate equal to a base rate plus applicable margin. The Facility is subject to a standby fee ranging from 0.56% to 0.79% on the unused portion of the Facility based on the Company’s leverage ratio.

 

The Facility includes customary financial covenants, including a net leverage ratio and interest coverage ratio. The Facility continues to be secured against the assets of the Company.

 

Retirement of Debentures

 

An aggregate of US$40 million in principal amount of the Debentures was issued by the Company in December 2023, consisting of US$30 million in principal amount held by Queen’s Road Capital Investment Ltd. (“QRC”) and US$10 million in principal amount held by Taurus Mining Royalty Fund L.P., a fund managed by Taurus Funds Management Pty Limited. In connection with, and as a condition to the Facility amendment, the Company, with the consent of the holders of the debentures, entered into a supplemental indenture with the trustee under its existing Debentures allowing it to, among other things, exercise its existing redemption rights under their terms.

 

Under the existing Debentures, the Company had the pre-existing right to cause the early redemption of the Debentures in December 2026. Pursuant to the amendment, with the consent of the holders of the Debentures, the Company amended the terms of the Debenture to allow it to exercise such right immediately. The existing terms of the Debentures provided that, on exercise of the Company’s early redemption rights, the holders could elect to convert their debentures to common shares of the Company at a conversion price of US$1.75, being equal to a 20% premium to the 20-day volume-weighted average price (“VWAP”) of the Company’s common shares at the date the Debentures were originally issued. In the absence of early-redemption, the holders could also cause conversion prior to maturity in 2028 at a price of US$1.90 per share.

 

The conversion price relating to the redemption was unchanged at US$1.75 per common share. In connection with the early redemption and the amendment to the Debentures, the holders of the Debentures received a partial make-whole payment equal to the interest that would be payable on the Debentures until December 15, 2026, which was satisfied by the Company on the same basis as prior interest payments under the Debentures by paying 70% in cash and 30% in common shares at a price of US$3.59 per share, being equal to the 20-trading day VWAP of the Company’s common shares at the time of redemption.

 

As a result of the transaction, the Company issued a total of 23,288,896 common shares to the holders of the Debentures and the entire principal amount outstanding of the Debentures has been eliminated.

 

The early redemption and conversion of the Debentures is considered a “related party” transaction for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as QRC is a company whose chairman and CEO, Warren Gilman, is also a director of the Company. A material change report respecting the transaction will be filed in due course. The transaction is exempt from the formal valuation and minority shareholder approval requirements available under MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration thereunder, insofar as it involves related parties, exceeded 25% of the Company’s market capitalization.

 

The terms of the early redemption and conversion of the Debentures, were reviewed and approved by its independent directors, after consultation with an independent financial advisor, and were approved unanimously by its board of directors, with Mr. Gilman abstaining as a result of his relationship with QRC.

 

About Gold Royalty Corp.

 

Gold Royalty Corp. is a gold-focused royalty company offering creative financing solutions to the metals and mining industry. Its mission is to invest in high-quality, sustainable, and responsible mining operations to build a diversified portfolio of precious metals royalty and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty’s diversified portfolio currently consists primarily of net smelter return royalties on gold properties located in the Americas.

 

 
 

 

 

 

Gold Royalty Corp. Contact

 

Jackie Przybylowski

Vice President, Capital Markets

 

Peter Behncke

Director, Corporate Development & Investor Relations

 

Telephone: (833) 396-3066

Email: info@goldroyalty.com

 

Forward-Looking Statements:

 

Certain of 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 (collectively, “forward-looking statements”), including but not limited to statements regarding: the Company’s business plans and strategies and the expected benefits of the transactions disclosed herein, including their impact on the Company’s cash flow profile, future financial condition and results of operations. Such statements can be generally identified by the use of terms such as “may”, “will”, “expect”, “intend”, “believe”, “plans”, “anticipate” or similar terms. Forward-looking statements are based upon certain assumptions and other important factors, including assumptions of management regarding the accuracy of the disclosure of the operators of the projects underlying the Company’s interests, their ability to achieve disclosed plans and targets, macroeconomic conditions, commodity prices, and the Company’s ability to finance future growth and acquisitions. Forward-looking statements are subject to a number of risks, uncertainties and other factors which may cause the actual results to be materially different from those expressed or implied by such forward-looking statements including, among others, any inability to any inability of the operators of the properties underlying the Company’s royalties, stream and other interests to execute proposed plans for such properties or to achieved planned development and production estimates and goals, risks related to the operators of the projects in which the Company holds interests, including the successful continuation of operations at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operating or technical difficulties on any such projects, the influence of macroeconomic developments, the ability of the Company to carry out its growth plans and other factors set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, and its other publicly filed documents under its profiles at www.sedarplus.ca and www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

 

 

 

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

THIS FIRST SUPPLEMENTAL DEBENTURE INDENTURE (“Supplemental Indenture”), made as the 25th day of November, 2025,

 

BETWEEN:

 

GOLD ROYALTY CORP., a corporation incorporated under the laws of Canada (the “Corporation”),

 

AND:

 

ODYSSEY TRUST COMPANY, a trust company continued under the laws of Canada, authorized to carry on the business of a trust company in the provinces of British Columbia and Alberta (the “Trustee”)

 

WHEREAS:

 

A. The Corporation and the Trustee entered into an indenture (the “Indenture”), dated as of the 15th day of December, 2023, providing for the issuance of the Corporation’s 10.0% 2023 Unsecured Convertible Debentures (the “Debentures”).

 

B. Pursuant to Sections 11.1(a) and 11.2 of the Indenture, the Corporation and the Trustee are authorized to execute and deliver this Supplemental Indenture with the unanimous written consent (the “Consent”) of all of the holders of the Debentures (the “Required Consents”).

 

C. The holders of the Debentures have unanimously approved resolutions approving this Supplemental Indenture and the amendments to the Indenture set forth herein (collectively, the “Proposed Amendments”).

 

D. Pursuant to Section 11.5 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

 

NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:

 

1. Amendments to Indenture. The Indenture is hereby amended by deleting Section 2.3(k) in its entirety and replacing it with a new Section 2.3(k) as follows:

 

“(k) Redemption at the Option of the Corporation. The Debentures shall be redeemable by the Corporation in accordance with the terms of this Section 2.3(k) and Article 4. On or before November 25, 2025, the Debentures shall be redeemable at the option of the Corporation on notice as provided for in Section 4.3 at a redemption price equal to the principal amount thereof, plus an amount equal to interest that would have otherwise been payable to December 15, 2026 (the “Interest Amount”) payable from the last Interest Payment Date. If the Corporation exercises its redemption right pursuant to this Section 2.3(k), notwithstanding anything else herein, including under Sections 4.3 and 5.5(a), upon receipt of notice, the holder shall be deemed to have elected to exercise its conversion right under Section 2.3(e) at the Special Conversion Price, provided, however, that notwithstanding anything else herein, the amounts attributable to the Interest Amount shall be satisfied by the Corporation in cash and Shares in the same proportions and on the same basis as such interest would otherwise become payable under Section 2.3(c), with the Current Market Price for the purpose of calculating the number of Shares issuable for such purpose being based on the date of such notice. In the event the Corporation elects to exercise its redemption right under this Section 2.3(k), the redemption notice delivered as provided for in Section 4.3 (as modified by this Section 2.3(k)) shall be accompanied by an Officer’s Certificate detailing the Special Conversion Price and Current Market Price as of the date of such notice, and the number of resulting Shares to be issued in respect of a conversion of the Debenture and in satisfaction of the Interest Amount as contemplated in this Section 2.3(k). Notwithstanding anything else herein, for the purposes of this Indenture, in the event a Redemption Notice is provided by the Corporation in accordance with this Section 2.3(k), the Redemption Date will be deemed to be the date such notice is provided by the Corporation.”

 

1
 

 

2. Amendments to Debentures. The Debentures are hereby amended by deleting the seventh paragraph in its entirety and replacing it with a new paragraph as follows:

 

“The Debentures shall be redeemable by the Corporation in accordance with the terms of Section 2.3(k) and Article 4 of the Indenture. On or before November 25, 2025, the Debentures shall be redeemable at the option of the Corporation on notice as provided for in the Indenture at a redemption price equal to the principal amount thereof plus the Interest Amount. If the Corporation exercises its redemption right pursuant to Section 2.3(k) of the Indenture, the holder shall be entitled to immediately exercise its conversion right under Section 2.3(e) of the Indenture at the Special Conversion Price in accordance with the terms of Section 2.3(k) of the Indenture.”

 

3. Capitalized Terms. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings assigned to them in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 

4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture is incorporated into and supplemental to the Indenture and the Indenture shall henceforth be read in conjunction with this Supplemental Indenture and all the provisions of the Indenture, except only insofar as the same may be inconsistent with the express provisions hereof, shall apply and have the same effect as if all the provisions of the Indenture and of this Supplemental Indenture were contained in one instrument and the expressions used herein shall have the same meaning as is ascribed to the corresponding expressions in the Indenture.

 

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA, CANADA, AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

 

6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by PDF or other electronic transmission shall be deemed to be their original signatures for all purposes.

 

7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture.

 

8. Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Corporation shall bind its successors and assigns.

 

9. Severability. If and to the extent that any provision in this Supplemental Indenture shall be held invalid, illegal or unenforceable, the validity, legality, enforceability and approval of the remaining provisions shall not in any way be affected or impaired thereby, to the extent permitted by applicable law.

 

[SIGNATURE PAGES FOLLOW]

 

2
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed on the date first written above.

 

  GOLD ROYALTY CORP.
     
  By: /s/ David Garofalo
  Name: David Garofalo
  Title: Chief Executive Officer
     
  By: /s/ Andrew Gubbels
  Name: Andrew Gubbels
  Title: Chief Financial Officer

 

3
 

 

  ODYSSEY TRUST COMPANY, as Trustee
     
  By: /s/ Authorized Signatory
     
  By: /s/ Authorized Signatory

 

4

 

EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

1. Name and Address of Company:

 

GOLD ROYALTY CORP.

1830-1188 West Georgia Street

Vancouver, British Columbia V6E 4A2

 

2. Date of Material Change:

 

The material change described in this report occurred on November 25, 2025.

 

3. News Release:

 

On November 25, 2025, Gold Royalty Corp. (the “Company”) issued a news release (the “News Release”) through the facilities of CNW Canada Newswire, a copy of which has been filed on SEDAR+.

 

4. Summary of Material Change:

 

On November 25, 2025, the Company entered into an amendment agreement with the Bank of Montreal and National Bank Capital Markets to amend and upsize its existing revolving credit facility (the “Facility”). As a condition to the expanded Facility, the Company completed an early redemption and conversion of its outstanding 10% unsecured convertible debentures due in 2028 (the “Debentures”).

 

5. Full Description of Material Change:

 

On November 25, 2025, the Company entered into an amendment agreement with the Bank of Montreal and the National Bank Capital Markets to, among other things, amend and upsize the Facility. As a condition to the expanded Facility, the Company completed an early redemption and conversion of the Debentures.

 

Amended Facility

 

Pursuant to the sixth amendment agreement dated November 25, 2025, the Company amended its existing Facility. The Facility now consists of a US$75 million secured revolving credit line, with an accordion feature allowing for up to an additional US$25 million in availability, subject to certain conditions, for a total maximum of US$100 million. The maturity date of the Facility has been extended from March 31, 2028, to November 25, 2028.

 

 

 

The Facility, secured against the assets of the Company, will be available for general corporate purposes and to finance acquisitions and investments and may be drawn in U.S. dollar base rate advances or term benchmark advances. Under the amended Facility, term benchmark advances will bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus a margin ranging from 2.5% to 3.5% based on the Company’s applicable leverage ratio. U.S. dollar base rate advances bear interest at a rate equal to a base rate plus applicable margin. The Facility is subject to a standby fee ranging from 0.56% to 0.79% on the unused portion of the Facility based on the Company’s leverage ratio. The Facility includes customary financial covenants, including a net leverage ratio and interest coverage ratio.

 

The amendment to the Facility was subject to customary conditions and the retirement of at least 75% of the principal amount of the Debentures.

 

Redemption of Debentures

 

An aggregate of US$40 million in principal amount of the Debentures was issued by the Company in December 2023, consisting of US$30 million in principal amount held by Queen’s Road Capital Investment Ltd. (“QRC”) and US$10 million in principal amount held by Taurus Mining Royalty Fund L.P., a fund managed by Taurus Funds Management Pty Limited. In connection with, and as a condition to the Facility amendment, the Company, with the consent of the holders of the debentures, entered into a supplemental indenture with the trustee under its existing Debentures allowing it to, among other things, exercise its existing redemption rights under their terms.

 

Under the existing Debentures, the Company had the pre-existing right to cause the early redemption of the Debentures in December 2026. Pursuant to the amendment, with the consent of the holders of the Debentures, the Company amended the terms of the Debenture to allow it to exercise such right immediately. The existing terms of the Debentures provided that, on exercise of the Company’s early redemption rights, the holders could elect to convert their debentures to common shares of the Company at a conversion price of US$1.75, being equal to a 20% premium to the 20-day volume-weighted average price (“VWAP”) of the Company’s common shares at the date the Debentures were originally issued. In the absence of early-redemption, the holders could also cause conversion prior to maturity in 2028 at a price of US$1.90 per share.

 

The conversion price relating to the redemption was unchanged at US$1.75 per common share. In connection with the early redemption and the amendment to the Debentures, the holders of the Debentures received a partial make-whole payment equal to the interest that would be payable on the Debentures until December 15, 2026, which was satisfied by the Company on the same basis as prior interest payments under the Debentures by paying 70% in cash and 30% in common shares at a price of US$3.59 per share, being equal to the 20-trading day VWAP of the Company’s common shares at the time of redemption.

 

 

 

As a result of the transaction, the Company issued a total of 23,288,896 common shares to the holders of the Debentures and the entire principal amount outstanding of the Debentures has been eliminated.

 

The early redemption and conversion of the Debentures is considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as QRC is a company whose chairman and CEO, Warren Gilman, is also a director of the Company. The transaction is exempt from the formal valuation and minority shareholder approval requirements available under MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration thereunder, insofar as it involves related parties, exceeded 25% of the Company’s market capitalization. The terms of the early redemption and conversion of the Debentures, were reviewed and approved by the Company’s independent directors, after consultation with an independent financial advisor, and were approved unanimously by its board of directors, with Mr. Gilman abstaining as a result of his relationship with QRC.

 

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:

 

Andrew Gubbels

Chief Financial Officer

Telephone: (604) 396-3066

 

9. Date of Report:

 

November 25, 2025.