Gold Royalty Corp.

Gold Royalty again amended its credit facility, now with Bank of Montreal, National Bank and the Royal Bank of Canada, to a US$125 million secured revolver plus a US$25 million accordion (up to US$150 million), at SOFR plus 2.25%-3.25% (25 bps lower), maturing November 2028. This follows the November 2025 upsizing to US$75 million; the filing does not say how much is drawn. The release also relays operator updates, e.g. Borborema Q4 2025 production up 54% quarter-over-quarter (now described as a 2.75% NSR), Vareš production restarted in January as planned (operator now named as DPM Metals), and Barrick still expecting Ren in full production in 2027.

capital raising announcement

Gold Royalty agreed to buy a second royalty on the Borborema gold mine (Aura Minerals) from Dundee Corporation for US$45 million: US$30 million cash plus 3,571,429 new shares at US$4.20. The royalty is 1.5% of net smelter returns on the first 1.5 million ounces and 1.0% up to 2.0 million ounces, adding to the 2% NSR bought in December 2023; closing is expected in January 2026 subject to conditions. Taurus wants to take half of the royalty for US$22.5 million under the 2024 cooperation agreement, subject to a definitive agreement, which would be the first named use of that deal.

business combination

Gold Royalty closed a bought-deal share offering of 25,875,000 shares at US$4.00 (including the full over-allotment of 3,375,000), raising US$103.5 million gross, bringing shares outstanding to 223,375,625. Proceeds are meant to fund all or part of buying an existing royalty on the Pedra Branca copper-gold mine in Brazil (operated by a BHP subsidiary) from BlackRock World Mining Trust, plus general corporate purposes; this is dilutive to existing shareholders. The filing says the Pedra Branca acquisition was announced earlier (Dec 8) and describes it as proposed, so it is not shown as closed here.

capital raising announcement

Gold Royalty amended its bank credit facility (with Bank of Montreal and National Bank) to a US$75 million revolver plus up to US$25 million more via an accordion, maturing November 2028, with interest at SOFR plus 2.5%-3.5% depending on leverage (previously a fixed 3.0% margin). As a condition, it redeemed the US$40 million of 10% convertible debentures from Queen's Road Capital and Taurus early; the holders converted at US$1.75 and the company issued 23,288,896 new shares, so the debentures from the December 2023 Borborema financing are fully eliminated but existing shareholders are diluted. The holders also got a make-whole payment of interest to December 15, 2026, paid 70% cash and 30% in shares at US$3.59. This is a related-party deal (QRC's CEO Warren Gilman is a Gold Royalty director) exempt from valuation and shareholder-vote rules, and it resolves the open debenture thread.

capital raising announcement

Gold Royalty amended its bank revolving credit facility with Bank of Montreal and National Bank of Canada: the rate falls to SOFR plus 3.00% (100 basis points lower), maturity extends from March 31, 2027 to March 31, 2028, and it is now a US$30 million revolver with US$25 million drawn plus an accordion of up to US$45 million more, subject to conditions. The CFO says debt repayment remains the priority in 2025. The release also relays operator updates, e.g. IAMGOLD says Côté Gold started up and expects 360-400koz in 2025 (100%) versus 177koz in 2024, and Barrick expects REN in full production in 2027.

capital raising announcement

Gold Royalty agreed to buy a copper stream on the Vares Silver Project (Bosnia and Herzegovina, operated by Adriatic Metals) from Orion Mine Finance for US$50 million: US$45 million cash plus US$5 million in 2,906,977 new shares. The stream covers 100% of copper from the Rupice area with ongoing payments of 30% of the LME copper price, and commercial production is expected in Q4 2024 per Adriatic. Funding is to come from an announced equity offering and the credit facility, which would be expanded by US$5 million to a US$30 million revolver plus a US$5 million accordion, subject to closing; this is the largest cash purchase since Borborema and brings dilution from the equity offering and share issue.

business combination

Gold Royalty completed the Borborema deal announced December 5, 2023: it paid US$21.0 million cash for the 2% NSR royalty and US$10.0 million cash for the royalty-convertible gold-linked loan, both with Borborema Inc., a wholly-owned subsidiary of Aura Minerals. It also closed the US$40 million private placement of unsecured convertible debentures with Queen's Road Capital and Taurus Mining Royalty Fund, which resolves the pending closing and adds convertible debt that can dilute shareholders if converted (terms as announced earlier).

debt financing

Gold Royalty agreed to invest US$31 million in Aura Minerals' Borborema gold project in Brazil: US$21 million cash for a 2% NSR royalty plus a US$10 million gold-linked loan, expected to close in December 2023. It is financed by US$40 million of unsecured convertible debentures from Queen's Road Capital (US$30M) and Taurus (US$10M), at a 10% coupon over 5 years (7% cash, 3% in shares), convertible at US$1.90 per share. Proceeds are to fund Borborema and pay down part of the bank credit facility. This adds new convertible debt that can dilute shareholders if converted, and is a related-party deal because QRC's chairman and CEO Warren Gilman is a Gold Royalty director (exempt from shareholder approval per the filing).

debt financing

Gold Royalty completed the Cozamin purchase announced July 31, 2023, indirectly acquiring the 1.0% NSR from Endeavour Silver for US$7.5 million cash. It confirms the board has suspended dividends under its dividend program in connection with the completion, so the quarterly payments begun in March 2022 stop.

business combination

Gold Royalty agreed to buy an existing 1.0% net smelter royalty on parts of the Cozamin copper-silver mine in Mexico (operated by Capstone) from Endeavour Silver for US$7.5 million cash, expected to close in August 2023 and funded from existing cash. The company says the royalty earned over US$1.0 million of revenue in the last year, and expects the board to suspend the dividend (first paid in March 2022) once the deal completes, to focus capital on acquisitions. This is the first producing-mine purchase in these filings paid wholly in cash, and it ends the dividend program if the board follows through.

business combination

Gold Royalty signed an amended and restated credit agreement with Bank of Montreal and a new lender, National Bank of Canada, expanding its secured revolving facility by US$10 million to US$35 million total: a US$20 million facility plus the US$15 million accordion (which needs extra conditions). Pricing (Base Rate + 3.00% or Adjusted Term SOFR + 4.00%) and the March 31, 2025 maturity are unchanged from the earlier BMO facility; the filing does not say whether anything is drawn. It also announced joining the UN Global Compact, which carries no financial terms.

debt financing

Gold Royalty completed the Nevada Gold Mines royalty purchase announced September 1, 2022 (Granite Creek NPI, Bald Mountain NSR and Bald Mountain JV Zone NSR). It paid US$27.5 million by issuing 9,393,681 shares to Nevada Gold Mines at a deemed price of about US$2.93 per share, which dilutes existing shareholders.

business combination

Gold Royalty agreed to buy royalties from Nevada Gold Mines (a Barrick 61.5%/Newmont 38.5% joint venture): a 10% net profits interest on the Granite Creek Mine (payable after 120,000 oz produced), a 2.00% NSR on Bald Mountain (payable after 10 million oz) and a 1.25% NSR on the Bald Mountain JV Zone. It pays US$27.5 million entirely in 9,393,681 new Gold Royalty shares, making Nevada Gold Mines a major shareholder and diluting existing holders; closing is expected around the end of the quarter. The Granite Creek royalty has about 7,000 oz of the 120,000 oz threshold already produced, and the filing states about 1.4 million oz of the Bald Mountain 10 million oz threshold.

business combination

Gold Royalty's offer for Elemental Royalties has expired and is terminated because its conditions were not satisfied; no Elemental shares will be taken up and any deposited shares are returned. The CEO says the company could not obtain the engagement needed for a board-supported deal. This ends the thread open since December 2021, and the roughly 12% dilution to Gold Royalty holders that the deal would have caused will not happen.

business combination

Gold Royalty completed the purchase of the 0.75% royalty on part of IAMGOLD's Côté Gold Project announced February 22, 2022. It paid US$15.875 million at closing: US$15 million in cash plus 207,449 new Gold Royalty shares priced at US$4.218 (20-day average), a small dilution as expected.

business combination

Gold Royalty agreed to buy a 0.75% net smelter royalty on part of IAMGOLD's Côté Gold Project in Ontario for US$15.875 million: US$15.0 million in cash and the balance in Gold Royalty shares priced on a 20-day average. Closing is expected in early March 2022 subject to customary conditions. The company says first cash flow is expected in 2023 and calls this its fifth major acquisition since the IPO; the new shares add a small amount of dilution.

business combination

Gold Royalty declared its first quarterly cash dividend of US$0.01 per share, payable March 31, 2022 to holders of record on March 15, 2022. Future dividends are at the board's discretion; the company says its portfolio has grown from 17 to over 190 royalties since the March 2021 IPO. This is the first dividend in these filings.

dividend declaration

Gold Royalty formally launched its offer for Elemental Royalties, following the December 20, 2021 announcement: 0.27 Gold Royalty share per Elemental share (C$1.78, a 37% premium, about C$130 million fully diluted), open until 5:00 p.m. Toronto time on April 27, 2022. Elemental holders would own about 12% of the combined company, so existing Gold Royalty shareholders would be diluted. The filing says the offer needs no vote of Gold Royalty shareholders and has no financing or due diligence condition; it cites Elemental's shareholder rights plan dated December 30, 2021 and about US$37 million cash and marketable securities with no debt.

business combination

Gold Royalty announced it intends to make a direct offer for all shares of Elemental Royalties at 0.27 Gold Royalty shares per share, valued at C$1.78 per share (a 37% premium) and about C$130 million in total. Gold Royalty says Elemental did not engage with proposals made October 21 and December 15, 2021. The offer would be open 105 days, needs more than 50% of shares excluding Gold Royalty's, and at least 66 2/3% fully diluted, plus approvals. If completed, Elemental holders would own about 12% of the combined company, so Gold Royalty shareholders would be diluted. The release also states about US$30 million in cash and marketable securities and no debt, and says Gold Royalty completed Ely, Abitibi and Golden Valley acquisitions. The no-debt statement sits alongside the BMO facility announced in September, whose closing is not confirmed in these filings.

business combination

Shareholders of Golden Valley Mines and Royalties and Abitibi Royalties approved, on October 29, 2021, their separate takeovers by Gold Royalty. Golden Valley holders will get 2.1417 Gold Royalty shares per share and Abitibi holders 4.6119. Court approval is expected around November 3 and closing around November 5, 2021, and Glenn Mullan will join Gold Royalty's board. This is a new pair of acquisitions after the Ely deal, and the filing does not give the dollar value or say when they were first announced.

business combination

Gold Royalty signed a commitment letter with Bank of Montreal for a US$10 million revolving credit facility, with an optional extra US$15 million (up to US$25 million total) subject to conditions. It is for general corporate purposes, acquisitions and investments, expected to close around September 30, 2021, and matures December 31, 2022. This is the company's first debt facility in these filings, and it still needs definitive documentation.

debt financing

The Supreme Court of British Columbia gave final approval to the Ely Gold arrangement, so most conditions are now met. Closing is expected on August 23, 2021, still subject to final TSX Venture Exchange acceptance. Ely shares will be delisted at the close of trading that day, and the Gold Royalty shares issued to Ely holders are expected to be listed on NYSE American.

business combination

Ely Gold shareholders approved the Gold Royalty takeover at their August 17, 2021 meeting, with 99.52% of votes cast in favour (99.47% excluding interested parties). This clears the shareholder vote listed as open. Court approval is expected August 20 and closing around August 23, 2021. Ely holders are expected to receive 0.2450 of a Gold Royalty share plus C$0.0001 (share choice), or 0.099166 of a share plus C$0.869053 (cash choice, after pro-rationing). Ely CEO Trey Wasser will join Gold Royalty's board on completion.

business combination

Gold Royalty agreed to buy five royalties tied to Monarch Mining's Quebec properties: C$2.50 per tonne through the Beacon mill from Beaufor mine material, 2.5% NSRs on Croinor Gold, McKenzie Break and Swanson, and a 1% NSR on Beaufor held by Caisse de dépôt et placement du Québec. Total price is C$15 million (about US$12 million): C$11.25 million at closing and C$3.75 million six months later, with closing expected in August 2021. Monarch has announced plans to restart the Beaufor mine and Beacon mill by June 2022. This adds to the pending Ely acquisition.

business combination

Gold Royalty agreed on June 21, 2021 to acquire all of Ely Gold Royalties by plan of arrangement. Ely holders can choose C$1.46 in cash or 0.2450 of a Gold Royalty share plus C$0.0001, subject to caps of C$84 million total cash and 41,455,194 Gold Royalty shares. It needs Ely shareholder approval (meeting planned for August 2021), court and stock exchange approvals, and the parties are targeting closing in Q3 2021. A C$10 million termination fee is payable by Ely in certain cases, and Ely directors/officers (about 5%) and Eric Sprott (about 22%) have agreed to vote in favour. For Gold Royalty shareholders this means new shares will be issued if the deal closes.

business combination

Gold Royalty agreed to buy a 1.2% net smelter royalty on Roxgold's Séguéla gold project in Côte d'Ivoire from a subsidiary of Apollo Consolidated for A$20 million (about US$15.5 million), paid from cash on hand. It is the first acquisition after the IPO. Closing is expected around April 1, 2021, subject to a 14-day right of first refusal held by the project owner and customary conditions; the owner can also buy the royalty back at fair market value if it decides to mine.

business combination

The IPO closed as planned: 18,000,000 units sold at US$5.00, for gross proceeds of US$90.0 million. The company says it plans to use the net proceeds for its growth and acquisition strategy and general working capital. GoldMining continues to hold 20,000,000 shares (about 49.0%), and underwriters still hold a 30-day option for up to 2,700,000 more shares and/or 1,350,000 warrants.

capital raising announcement

Gold Royalty Corp. (a subsidiary of GoldMining Inc.) filed its final prospectus for an IPO of 18,000,000 units at US$5.00 each, aiming for about US$90.0 million gross. Each unit has one common share and one-half of a warrant (exercisable at US$7.50 for three years); shares begin trading on NYSE American on March 9, 2021 as GROY, with closing expected March 11. GoldMining is expected to hold 20,000,000 shares, about 49.0% of the company, after the offering.

capital raising announcement