Gold Royalty Completes US$103.5 Million Bought Deal Financing

Rhea-AI Summary

Gold Royalty (NYSE American: GROY) closed a bought deal public offering on Dec 11, 2025, issuing 25,875,000 common shares at US$4.00 per share for aggregate gross proceeds of US$103.5 million.

The underwriting included a full exercise of a 3,375,000 share over-allotment option. The company said net proceeds will fund all or part of its acquisition of a royalty on the Pedra Branca mine and for general corporate purposes; post-closing common shares outstanding are 223,375,625.

Positive

• Proceeds of US$103.5M raised via bought deal
• Over-allotment fully exercised: 3,375,000 shares
• Funds earmarked to finance Pedra Branca royalty acquisition

Negative

• Share issuance dilutes existing holders by about 11.6%
• Use of proceeds partly unspecified for general corporate purposes

Key Figures

Offering price US$4.00 per share Bought deal common share financing

Shares issued 25,875,000 shares Total common shares issued in the Offering

Over-allotment shares 3,375,000 shares Full exercise of over-allotment option

Gross proceeds US$103.5 million Aggregate gross proceeds from the Offering

Shares outstanding 223,375,625 shares Common shares outstanding after completion of the Offering

Form F-3 file number File No. 333-280817 SEC registration statement for the Offering

Previous offering size 22,500,000 shares; US$90,000,000 Primary offering terms in Dec 8, 2025 424B5

Pedra Branca royalty price $70 million cash Consideration for acquiring Pedra Branca royalty

Market Reality Check

$4.10 Last Close

Volume Volume 4,595,057 is 19% above the 20-day average of 3,855,062. normal

Technical Price at $4.04 trades above the 200-day MA of $2.64 and 10.02% below the 52-week high of $4.49.

Peers on Argus

While GROY traded down -0.98% ahead of this financing close, peers were mixed: CMCL -0.61%, GAU +0.42%, ODV +0.54%, IAUX +4.65%, DC +3.10%, indicating a stock-specific reaction rather than a broad gold-sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Financing upsizing	Negative	-9.2%	Upsized bought deal financing to 22,500,000 shares for US$90 million.
Dec 08	Financing announcement	Negative	-9.2%	Initial US$70 million bought deal to fund Pedra Branca royalty purchase.
Dec 08	Royalty acquisition	Negative	-9.2%	Agreement to buy Pedra Branca copper-gold royalty for $70 million cash.
Nov 25	Debt restructuring	Positive	+3.9%	Amended and upsized credit facility and eliminated US$40M debentures.
Nov 12	Exploration update	Positive	+2.5%	Brazil exploration concession renewal and data work at Colíder Project.

Pattern Detected

Recent Pedra Branca-related financings and acquisition news on Dec 8, 2025 each saw about -9.18% moves, suggesting equity-funded growth announcements have coincided with short-term share price pressure, while balance sheet strengthening news on Nov 25, 2025 coincided with a positive reaction.

Recent Company History

Over the last few weeks, Gold Royalty has focused on funding and executing its Pedra Branca strategy and strengthening its balance sheet. On Nov 25, 2025, it amended and upsized a revolving credit facility to US$75 million with an accordion to US$25 million and eliminated US$40 million of 10% convertible debentures, which coincided with a +3.92% move. On Dec 8, 2025, it announced the Pedra Branca royalty acquisition for $70 million cash plus bought deal financings totaling up to US$103.5 million, which coincided with around -9.18% reactions, framing today’s closing of that upsized offering.

Market Pulse Summary

This announcement confirms closing of a 25,875,000-share bought deal at US$4.00 for gross proceeds of US$103.5 million, raising capital primarily to fund the Pedra Branca royalty acquisition and for general corporate purposes. The transaction lifts total shares outstanding to 223,375,625, following earlier Pedra Branca and financing updates on Dec 8, 2025 that saw notable price moves. Investors may track how added royalty exposure and the enlarged equity base interact with the recently upsized credit facility and debt elimination.

Key Terms

bought deal financial

"the Company issued, on a bought deal basis, 25,875,000 common shares"

A bought deal is a type of securities offering where an investment bank agrees to purchase the entire share or bond issue from a company up front and then resells it to investors, acting like a wholesaler who guarantees the sale. For investors, it matters because it gives the company fast, certain access to cash while potentially signaling pricing pressure or dilution—meaning the shares may be sold at a discount and existing holders could see their ownership reduced.

over-allotment option financial

"including 3,375,000 Common Shares pursuant to the full exercise of the over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

prospectus supplement regulatory

"by way of a prospectus supplement to the Company’s Canadian short form base"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement on Form F-3 regulatory

"filed with the U.S. Securities and Exchange Commission a registration statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

private placement financial

"The Offering was also made on a private placement basis in other international jurisdictions"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

AI-generated analysis. Not financial advice.

VANCOUVER, British Columbia, Dec. 11, 2025 (GLOBE NEWSWIRE) -- Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) is pleased to announce the closing of its previously announced public offering (the "Offering") of common shares of the Company. Pursuant to the Offering, the Company issued, on a bought deal basis, 25,875,000 common shares (the “Common Shares”), including 3,375,000 Common Shares pursuant to the full exercise of the over-allotment option, at a price of US$4.00 per share, for aggregate gross proceeds of US$103.5 million.

The Offering was completed pursuant to an underwriting agreement dated December 8, 2025, between the Company and a syndicate of underwriters led by National Bank Capital Markets, BMO Capital Markets, and RBC Capital Markets as joint bookrunners.

As announced on December 8, 2025, 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.

The Offering was 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. A prospectus supplement and accompanying shelf prospectus (forming part of the registration statement) relating to the Offering was filed with the SEC. 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, 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.. The Offering was also made on a private placement basis in other international jurisdictions in reliance on applicable private placement exemptions.

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. On completion of the Offering, the Company had 223,375,625 Common Shares outstanding.

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 proposed Acquisition. 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 proposed Acquisition will be satisfied 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 proposed Acquisition does not close when expected, or at all, because conditions to closing are not satisfied on a timely basis 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, 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.

FAQ

What did Gold Royalty (GROY) announce on December 11, 2025?

Gold Royalty closed a bought deal offering of 25,875,000 shares at US$4.00, raising US$103.5 million.

How will Gold Royalty (GROY) use the US$103.5 million raised?

The company said net proceeds will fund all or part of the Pedra Branca royalty acquisition and for general corporate purposes.

What is the post-offering share count for Gold Royalty (GROY)?

On completion of the offering Gold Royalty had 223,375,625 common shares outstanding.

Who led the underwriting for Gold Royalty's (GROY) December 2025 offering?

The syndicate was led by National Bank Capital Markets, BMO Capital Markets, and RBC Capital Markets as joint bookrunners.

Did Gold Royalty (GROY) use an over-allotment in the December 2025 offering?

Yes — the over-allotment option was fully exercised for 3,375,000 shares.