Correspondence 0001493152-24-005254 from Gold Royalty Corp. (GROY, GROY-WT) (CIK 0001834026) (GROY)
Gold Royalty Corp. (GROY, GROY-WT) (CIK 0001834026)
Date: Feb. 7, 2024 · CIK: 0001834026 · Accession: 0001493152-24-005254
AI Filing Summary & Sentiment
File numbers found in text: 333-276305
Letter
VIA EDGAR Division of Corporation Finance Office of Energy & Transportation Attention: Liz Packebusch and Daniel Morris Re: Gold Royalty Corp. Amendment No. 1 to Registration Statement on Form F-3 Originally filed on December 29, 2023, as amended on February 7, 2024 File No. 333-276305 (as amended, the “Registration Statement”)
Dear Ms. Packebusch and Mr. Morris:
On behalf of Gold Royalty Corp. (the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 25, 2024, regarding the Registration Statement. For the Staff’s convenience, we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response.
Amendment No. 1 to Registration Statement on Form F-3
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.
Response: In response to the Staff’s comment, the Company has revised the disclosures on the cover page and related sections of the prospectus to disclose the aggregate number of shares the Company intends to register for resale. Counsel has also revised its legal opinion accordingly.
The Company also advises the Staff that it has revised the tabular disclosure at page 13 to include the Special Conversion Shares and Interest Shares.
* * * * *
U.S. Securities & Exchange Commission
February 7, 2024
Page 2
We thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick Werner, Esq. at (212) 659-4974.
Very
truly yours,
GOLD
ROYALTY CORP.
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filename1.htm
Gold
Royalty Corp.
1188 West Georgia Street, Suite 1830
Vancouver,
BC V6E 4A2
February
7, 2024
VIA
EDGAR
Division
of Corporation Finance
Office
of Energy & Transportation
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
Attention:
Liz Packebusch and Daniel Morris
Re: Gold
Royalty Corp.
Amendment
No. 1 to Registration Statement on Form F-3
Originally
filed on December 29, 2023, as amended on February 7, 2024
File
No. 333-276305 (as amended, the “Registration Statement”)
Dear
Ms. Packebusch and Mr. Morris:
On
behalf of Gold Royalty Corp. (the “Company”), we hereby transmit the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated January 25, 2024, regarding the Registration Statement. For the Staff’s convenience, we have repeated below the Staff’s
comment in bold, and have followed the comment with the Company’s response.
Amendment
No. 1 to Registration Statement on Form F-3
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.
Response:
In response to the Staff’s comment, the Company has revised the disclosures on the cover page and related sections of the prospectus
to disclose the aggregate number of shares the Company intends to register for resale. Counsel has also revised its legal opinion accordingly.
The
Company also advises the Staff that it has revised the tabular disclosure at page 13 to include
the Special Conversion Shares and Interest Shares.
*
* * * *
U.S. Securities & Exchange Commission
February
7, 2024
Page 2
We
thank the Staff for its review of the foregoing and the Registration Statement. Should any member of the staff of the Commission have
any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Rick Werner, Esq.
at (212) 659-4974.
Very
truly yours,
GOLD
ROYALTY CORP.
By:
/s/
Andrew Grubbels
Andrew
Grubbels
Chief
Financial Officer
cc:
Rick Werner, Esq., Haynes and Boone, LLP
Alla
Digilova, Esq., Haynes and Boone, LLP