Gold Royalty Corp SEC Filings

Gold Royalty Corp. is conducting a primary offering of 22,500,000 common shares at $4.00 per share, for gross proceeds of $90,000,000. After underwriting fees and expenses, the company expects net proceeds of about $85,950,000, and has granted underwriters a 30‑day option to buy up to 3,375,000 additional shares.

The company plans to use $70,000,000 of the proceeds to acquire a net smelter return royalty over the Pedra Branca gold‑copper project in Brazil, with the balance earmarked for general corporate purposes and working capital, which may include future reductions of borrowings under its revolving credit facility. This offering is not conditional on closing the Pedra Branca royalty acquisition, which remains subject to customary approvals and conditions, so management would have discretion over the funds if the deal does not complete.

Gold Royalty Corp. plans a primary offering of common shares on the NYSE American to raise cash primarily to buy a new royalty on the Pedra Branca gold-copper project in Brazil. The company recently agreed to acquire from BlackRock a net smelter return royalty for $70.0 million in cash, giving it exposure to copper and gold production from Pedra Branca and related areas operated by a BHP subsidiary.

Gold Royalty has also amended and upsized its revolving credit facility to a secured line of up to $75 million with an accordion to $100 million, and used early redemption and conversion to eliminate $40 million of 10% unsecured convertible debentures, issuing 23,288,896 common shares in the process. A shareholder rights plan is now in place to address potential unsolicited takeovers. As of this offering, 197,490,625 common shares are outstanding, and the company highlights risks that the Pedra Branca acquisition may not close and that it expects to be treated as a PFIC for U.S. tax purposes.

Gold Royalty Corp. (GROY) has a new updated ownership disclosure from Tether-related entities. Tether Holdings, S.A. de C.V., its subsidiary Tether Investments, S.A. de C.V., and individual investor Giancarlo Devasini filed an amendment to their Schedule 13D regarding Gold Royalty’s common shares. The reporting persons collectively report beneficial ownership of 22,763,593 common shares, representing 13.1% of Gold Royalty’s outstanding common shares, based on 173,930,729 shares outstanding on November 5, 2025. The shares are held by Tether Investments, which is controlled by Tether Holdings, and Mr. Devasini has a greater than 50% voting interest in Tether Holdings. Mr. Devasini disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

Gold Royalty Corp. (GROY) has filed a prospectus supplement for the resale of up to 21,052,632 Initial Debenture Shares, up to 1,804,511 Special Conversion Shares, and up to 40,000,000 Interest Shares by selling shareholders.

The shares relate to 10.0% 2023 Unsecured Convertible Debentures held by Queen’s Road Capital Investment Ltd. and Taurus Mining Royalty Fund L.P., with common shares issuable on conversion and as interest paid in shares. The company is not selling any shares in this offering and will not receive proceeds from resale transactions.

The supplement also reflects a Supplemental Indenture that makes the Debentures immediately redeemable at the company’s option at a price equal to principal plus interest that would have been payable to December 15, 2026, with holders able to exercise their conversion right upon redemption. Any partial make-whole payment on early redemption will be paid 70% in cash and 30% in common shares based on a 20-day VWAP.

Tether Holdings, Tether Investments and Giancarlo Devasini filed Amendment No. 2 to a Schedule 13D for Gold Royalty Corp. (GROY), reporting beneficial ownership of 20,170,713 common shares, or 11.6% of the company’s outstanding common shares. These shares are held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V., with all three reporting persons sharing voting and dispositive power over the stake. The ownership percentage is based on 173,930,729 common shares outstanding as of November 5, 2025, as reported by Gold Royalty Corp. in a Form 6-K. Devasini holds more than 50% of the voting interest in Tether Holdings and disclaims beneficial ownership except to the extent of his pecuniary interest. Recent open-market purchases over the past 60 days are referenced in an attached Schedule B.