SEC Comment Letter 0000000000-24-001011 to Gold Royalty Corp. (GROY, GROY-WT) (CIK 0001834026) (GROY)
Gold Royalty Corp. (GROY, GROY-WT) (CIK 0001834026)
Date: Jan. 25, 2024 · CIK: 0001834026 · Accession: 0000000000-24-001011
AI Filing Summary & Sentiment
File numbers found in text: 333-276305
Letter
United States securities and exchange commission logo January 25, 2024 Andrew Gubbels Chief Financial Officer Gold Royalty Corp. 1188 West Georgia Street, Suite 1830 Vancouver, BC V6E 4A2 Re:Gold Royalty Corp. Registration Statement on Form S-3 Filed December 29, 2023 File No. 333-276305 Dear Andrew Gubbels: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-3 filed December 29, 2023 General 1.Please revise your cover page and related sections of your prospectus to disclose the aggregate number of shares you intend to register for resale. In this regard we note that your fee table reflects that you are registering 62,857,143 common shares, however, your cover page quantifies only 22,857,143 common shares. Refer to General Instruction II.G. to Form F-3, Securities Act Rule 430B(b)(2) and Securities Act Rules and Disclosure Interpretations Question 228.04. Please also have counsel revise the legal opinion accordingly.
In addition, we note your tabular disclosure at page 13. Please provide your analysis as to whether you are required to include the Special Conversion Shares and Interest Shares and, as necessary, revise this disclosure accordingly.
FirstName LastNameAndrew Gubbels Comapany NameGold Royalty Corp. January 25, 2024 Page 2 FirstName LastName Andrew Gubbels Gold Royalty Corp. January 25, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel Morris, Legal Branch Chief, at 202-551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
January 25, 2024
Andrew Gubbels
Chief Financial Officer
Gold Royalty Corp.
1188 West Georgia Street, Suite 1830
Vancouver, BC V6E 4A2
Re:Gold Royalty Corp.
Registration Statement on Form S-3
Filed December 29, 2023
File No. 333-276305
Dear Andrew Gubbels:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3 filed December 29, 2023
General
1.Please revise your cover page and related sections of your prospectus to disclose the
aggregate number of shares you intend to register for resale. In this regard we note that
your fee table reflects that you are registering 62,857,143 common shares, however, your
cover page quantifies only 22,857,143 common shares. Refer to General Instruction II.G.
to Form F-3, Securities Act Rule 430B(b)(2) and Securities Act Rules and Disclosure
Interpretations Question 228.04. Please also have counsel revise the legal opinion
accordingly.
In addition, we note your tabular disclosure at page 13. Please provide your analysis as to
whether you are required to include the Special Conversion Shares and Interest Shares
and, as necessary, revise this disclosure accordingly.
FirstName LastNameAndrew Gubbels
Comapany NameGold Royalty Corp.
January 25, 2024 Page 2
FirstName LastName
Andrew Gubbels
Gold Royalty Corp.
January 25, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel Morris, Legal
Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation