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 December 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 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S-8 (FILE NO. 333-267421), AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
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: December 8, 2025 | By: | /s/ Andrew Gubbels |
| Name: | Andrew Gubbels | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Press Release dated December 8, 2025 | |
| 99.2 | Press Release dated December 8, 2025 |
Exhibit 99.1

Gold Royalty Announces US$70.0 Million Bought Deal Financing
BASE SHELF PROSPECTUS AND PRELIMINARY PROSPECTUS SUPPLEMENT ACCESSIBLE AND FINAL PROSPECTUS SUPPLEMENT TO BE ACCESSIBLE WITHIN TWO BUSINESS DAYS ON SEDAR+
Vancouver, British Columbia – December 8, 2025 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce that it has entered into an agreement with National Bank Capital Markets, BMO Capital Markets, and RBC Capital Markets as joint bookrunners, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 17,500,000 common shares of the Company (the “Common Shares”) at a price of US$4.00 per Common Share (the “Offering Price”), for aggregate gross proceeds of approximately US$70.0 million (the “Offering”).
Subject to receipt of the necessary approvals, the Common Shares will be listed on the NYSE American.
The Company has granted the Underwriters an over-allotment option, exercisable in whole or in part at any time at the Offering Price up to 30 days after closing of the Offering, to purchase up to an additional 15% of the number of Common Shares issued pursuant to the Offering, for additional gross proceeds to the Company of up to approximately US$10.5 million.
The Company intends to use the net proceeds of the Offering to fund all or a portion of the consideration for its acquisition of an existing royalty on the Pedra Branca mine from BlackRock World Mining Trust plc (the “Acquisition”), and for general corporate purposes. Pedra Branca is an operating copper and gold mine located in Brazil and currently owned and operated by a subsidiary of BHP Group Limited.
Closing of the Offering is expected to occur on or about December 11, 2025 (the “Closing Date”), subject to customary closing conditions, including the receipt of all necessary approvals of the NYSE American in accordance with its applicable listing requirements. The closing of the Offering is not conditional upon the completion of the Acquisition. In the event that the Acquisition is not completed, the Company may reallocate the net proceeds from the Offering for general corporate purposes, including to fund other acquisitions or repay outstanding indebtedness.
The Offering will be made in each of the provinces and territories of Canada, other than Quebec and Nunavut, by way of a prospectus supplement to the Company’s Canadian short form base shelf prospectus dated August 2, 2024. The Company has also filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-3 (File No. 333-280817), which was declared effective by the SEC on August 2, 2024. The securities in the Offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of, the Offering has been filed with the SEC. The Offering may also be made on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions. Before investing, prospective investors should read the Canadian base shelf prospectus and the prospectus supplement thereto, or the registration statement, including the U.S. base prospectus therein, and the prospectus supplement thereto, as applicable, including, in each case, the documents attached thereto or incorporated by reference therein, for more complete information about the Company and the Offering.

These documents may be accessed for free on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca and on the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov. An electronic or paper copy of the base shelf prospectus, the preliminary prospectus supplement and the final prospectus supplement (when filed) as well as any amendment to the documents may be obtained in Canada, without charge, from National Bank Financial Inc., 130 King Street West, 4th Floor Podium, Toronto, Ontario, M5X 1J9, by phone at (416)-869-8414, or by email at NBF-Syndication@bnc.ca, from BMO Nesbitt Burns Inc., Attn: Brampton Distribution Centre c/o The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, by phone at (905)-791-3151, or by email at torbramwarehouse@datagroup.ca, or from RBC Dominion Securities Inc., Attn: Distribution Centre, RBC Wellington Square, 8th Floor, 180 Wellington St. W., Toronto, Ontario, M5J 0C2, by phone at (416)-842-5349, or by e-mail at Distribution.RBCDS@rbccm.com, and in the United States by contacting National Bank of Canada Financial Inc., Attn: Equity Capital Markets, 65 E. 55th St., 8th Floor, New York, New York, 10022, by phone at (416)-869-8414, or by email at NBF-Syndication@bnc.ca, from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 West 42nd Street, 32nd Floor, New York, New York, 10036, by phone at (800)-414-3627 or by email at bmoprospectus@bmo.com, or from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York, 10281-8098; Attn: Equity Syndicate, by phone at (877)-822-4089, or by e-mail at equityprospectus@rbccm.com by providing the contact with an email address or address, as applicable.
It is expected that delivery of the Common Shares will be made against payment therefor on or about the Closing Date, which will be three business days following the date of the prospectus supplement (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally required to settle in one business day (this settlement cycle being referred to as “T+1”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Common Shares prior to the Closing Date will be required, by virtue of the fact that the Common Shares will not settle in T+1, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Common Shares who wish to trade their Common Shares prior to the Closing Date should consult their own advisors. Listing of the Common Shares will be subject to fulfilling all listing requirements of the NYSE American.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
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
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 Acquisition, the size and timing of the Offering, the completion of the Offering, the satisfaction of customary closing conditions related to the Offering, the use of proceeds of the Offering, and the listing of the Common Shares on the NYSE American. 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 that the conditions to the Offering and the Acquisition will be satisfied, and all requisite regulatory approvals for the Offering will be obtained, in a timely manner. 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, the possibility that the Offering does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, the possibility that the Acquisition does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, or at all, and other factors set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, its registration statement, prospectuses and prospectus supplements relating to the Offering and its other publicly filed documents, available 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, prospectuses and prospectus supplement, 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.
Exhibit 99.2

GOLD ROYALTY TO ACQUIRE PRODUCING PEDRA BRANCA GOLD AND COPPER ROYALTY
Vancouver, British Columbia – December 8, 2025 – Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce that it has entered into an agreement to acquire an existing royalty (the “Royalty”) on the Pedra Branca mine, from BlackRock World Mining Trust plc (“BlackRock”) for $70 million in cash (the “Transaction”). Pedra Branca is an operating copper and gold mine located in Brazil and currently owned and operated by a subsidiary of BHP Group Limited (“BHP”). In August 2025, BHP announced the sale of the Pedra Branca mine and other assets in the Carajás region to CoreX Holding BV, which is expected to complete upon the satisfaction of customary closing conditions. All amounts are expressed in U.S. dollars unless otherwise noted.
David Garofalo, Chairman and CEO of Gold Royalty, commented: “We are pleased to announce another significant addition to our portfolio. The acquisition of the Pedra Branca royalty represents an immediate and material addition to our cash flows. On completion, our portfolio of high-quality assets will include eight cash flowing assets and a deep pipeline of over 250 royalty and streaming interests.”
Transaction Highlights:
| ● | Materially accretive to Gold Royalty cash flows: For the 12 months ended June 30, 2025, the Royalty expense recorded to the prior royalty holder was approximately $7.9 million, equivalent to approximately 2,800 gold equivalent ounces (“GEOs”)* at an average gold price of $2,811 per ounce. The Royalty is expected to add significant and meaningful cash flow to Gold Royalty after completion of the acquisition, including as a result of the current gold pricing climate. | |
| ● | Enhances leverage to gold and copper: The Royalty’s terms include a 25% net smelter return royalty (“NSR”) on gold and 2% NSR on copper produced from Pedra Branca. This further enhances Gold Royalty’s already strong gold exposure from both a revenue and asset value perspective. Gold Royalty believes the enhanced copper exposure is timely, given the currently strong long-term fundamentals for the metal based on demand projections to support the coming global transition to renewable energy. | |
| ● | Attractive royalty structure: The Royalty has full coverage over the Pedra Branca East and Pedra Branca West deposits. The Royalty does not include any step-down options so it provides full exposure to longer term optionality of the asset. | |
| ● | Exposure to top quality asset: The Pedra Branca East underground copper and gold mine achieved first production in 2020 and had an approximate 800 ktpa mining rate operated by OZ Minerals. BHP acquired Pedra Branca when it acquired OZ Minerals in 2023 and has continued to extend the mine life and reported increases in Pedra Branca’s Mineral Resources and Ore Reserves, as reported in the BHP Annual Report for the year ended June 2025. | |
| ● | World-class operators: The mine was constructed by OZ Minerals and is currently operated by BHP. On August 18, 2025, BHP announced that a wholly-owned subsidiary of CoreX Holding BV had agreed to acquire Pedra Branca, along with BHP’s other Carajás copper assets in Brazil. | |
| ● | Top-tier jurisdiction: Pedra Branca is located in the Carajás region in Brazil’s Pará state, a prolific mining region which is home to world-class iron ore deposits as well as copper, gold, manganese, copper, tin, and aluminum. |
* GEOs is a non-IFRS measures and do not have a standardized meaning under IFRS. See “Non-IFRS Measures” for further information.

The Transaction and Royalty
Pursuant to the transaction, Gold Royalty will acquire the Royalty in exchange for $70 million in cash, payable to Blackrock at closing. The Company has available resources and commitments to fund the purchase price. Completion of the acquisition is subject to customary closing conditions.
Pursuant to the agreement, after closing, Gold Royalty will receive all payments relating to production from the Royalty for periods ending after December 31, 2025.
The Royalty consists of a 25% NSR on gold and a 2% NSR on copper and other products produced from the Pedra Branca mine, comprising the Pedra Branca West and Pedra Branca East areas, and the former Antas North mine which has been fully depleted as depicted on the map in Figure 1 below.
Pedra Branca
The Pedra Branca mine is located in Água Azul do Norte, which is approximately 160 km from Marabá and 900 km from Belém in the state of Pará, Brazil. Electricity is supplied to the mine via a 5 MW transmission line. Material is transported from Pedra Branca and is processed at the Antas North Plant, located in the municipality of Curionópolis, Brazil. The plant has been operating and depositing tailings into a nearby exhausted open pit.
The mine consists of an iron oxide copper gold deposit. High-grade zones of semi-massive and breccia mineralization with dominant chalcopyrite as the key copper-bearing mineral.
Pedra Branca was acquired by OZ Minerals in 2018 when OZ Minerals purchased Avanco Resources including its projects in the Carajás Copper Region and the Gurupi Greenstone Belt. OZ Minerals commenced mine construction in 2019; the mine was ramped up to full production in 2022. Subsequently, BHP acquired OZ Minerals in 2023.
In its annual report for the year ended June 30, 2025, BHP disclosed JORC-based estimated measured mineral resources of 2.4 Mt at 1.68% copper and 0.47 g/t gold and indicated mineral resources of 12 Mt at 1.41% copper and 0.40 g/t gold, utilizing a cut-off based on an NSR value of $78.73/t. It also disclosed estimated proven mineral reserves at Pedra Branca of 1.3 Mt at 1.8% copper and 0.48 g/t gold and probable mineral reserves of 2.5 Mt at 1.85% copper and 0.49 g/t gold, utilizing cut-offs based on NSR values of $78.73/t above mining level 810 and $84.20/t below the 810 mining level.
On August 18, 2025, BHP announced that a wholly-owned subsidiary of CoreX Holding BV had agreed to acquire Pedra Branca, along with BHP’s other Carajás copper assets in Brazil. CoreX Holding is a global, highly diversified industrial conglomerate established in 2024. It operates across a wide range of industries including metals and mining, ports and terminals, green energy, shipping and logistics, and other sectors. The company operates in over 55 countries with a workforce exceeding 20,000 employees. CoreX Metals & Mining, the metals and mining subsidiary of CoreX Holding, is one of the world’s largest chromite and ferrochrome producers and also has operations in nickel, copper, and gold.


Source: Pedra Branca Mineral Resource and Ore Reserve Statement and Explanatory Notes as at 30 June 2022, published by OZ Minerals
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
Telephone: (833) 396-3066
Email: info@goldroyalty.com

Qualified Person
Alastair Still, P.Geo., Director of Technical Services of the Company, is a “qualified person” as such term is defined under Canadian National Instrument 43-101 (“NI 43-101”) and has reviewed and approved the technical information disclosed in this news release.
Notice to Investors
Except where otherwise stated, the disclosure in this news release relating to the Pedra Branca mine has been derived from BHP’s annual report for the year ended June 30, 2025, a copy of which is available on its website at www.bhp.com, its other disclosures identified herein and other public information disclosed by it. Such information has not been independently verified by the Company. Specifically, Gold Royalty has limited, if any, access to the property subject to the Royalty. Although Gold Royalty does not 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 or referenced in this news release, including any references to mineral resources or mineral reserves, was prepared by the BHP under the 2012 Edition of the Australasian Code for Reporting of Exploration Results, which differs from the requirements under NI 43-101 and those of the U.S. Securities and Exchange Commission, including under subpart 1300 of Regulation S-K under the Securities Exchange Act of 1934 (“SK 1300”). Accordingly, the scientific and technical information contained or referenced in this news release may not be comparable to similar information prepared by entities under NI 43-101 or SK 1300.
In addition, the disclosure herein includes information regarding resource and reserve estimates and other exploration information prepared and disclosed by BHP, which has been included by the Company pursuant to Item 1304 of SK1300 as such information was prepared and disclosed by BHP prior to the Company’s acquisition of an interest in the Royalty. The Company is not treating such information as a current estimate of mineral resources or mineral reserves under SK1300 and notes that a qualified person of the Company has not done sufficient work to classify the estimate as such under SK1300.
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 benefits of the acquisition, its expected impact on the Company’s cash flows and financial position; expectations regarding the closing of the transaction announced herein, and expectations regarding the operations and/or development of the Pedra Branca mine and the projects underlying the Company’s royalties, stream. 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 current and proposed interests, their ability to achieve disclosed plans and targets, macroeconomic conditions, commodity prices, the ability of the parties to satisfy conditions to the completion of the transaction announced herein 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, the possibility that the transaction announced herein does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis, 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.

Non-IFRS Measures
We have included, in this document, certain performance measures, including: (i) GEOs which is a 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.
GEOs
GEOs applicable to the Royalty were determined by dividing Total Revenue, Land Agreement Proceeds and Interest received by the prior holder 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 September 30, 2024 | 2,475 | 1,193 | 482 | |||||||||
| For the three months ended December 31, 2024 | 2,661 | 2,769 | 1,041 | |||||||||
| For the three months ended March 31, 2025 | 2,865 | 1,935 | 676 | |||||||||
| For the three months ended June 30, 2025 | 3,279 | 1,967 | 600 | |||||||||
| For the twelve months ended June 30, 2025 | 2,811 | 7,865 | 2,798 | |||||||||