SecProbe.io

CORRESP
 1
 filename1.htm

 Gold
Royalty Corp.

 1188
West Georgia Street, Suite 1830
Vancouver, BC, Canada V6E 4A2

 June
8, 2026

 VIA
EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance

 Office
of Energy & Transportation
100 F Street N.E.

 Washington,
D.C. 20549

 Attention:
Laura Nicholson

 Re:
 Gold
 Royalty Corp.
 Registration Statement on Form F-3, as amended (the " Registration Statement ")
 Initially
 filed on May 14, 2026, as amended on June 3, 2026

 File
 No. 333-295866

 Ladies
and Gentlemen:

 Pursuant
to Rules 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Gold Royalty Corp. (the " Company ")
hereby respectfully requests that the effective date of the Company's Registration Statement be accelerated by the Securities and
Exchange Commission to 4:00 p.m., Eastern Time on June 10, 2026, or as soon thereafter as practicable.

 The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company's
counsel, Haynes and Boone, LLP, by calling Alla Digilova at (212) 659-4993, and that such effectiveness also be confirmed in writing.

 Gold
 Royalty Corp.

 By:
 /s/
 Andrew Gubbels

 Andrew
 Gubbels

 Chief
 Financial Officer

 cc:
 Rick A. Werner, Esq., Haynes
 and Boone, LLP

 Alla Digilova, Esq., Haynes
 and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2026

David Garofalo
Chief Executive Officer
Gold Royalty Corp.
1188 West Georgia Street, Suite 1830
Vancouver, BC V6E 4A2

 Re: Gold Royalty Corp.
 Registration Statement on Form F-3
 Filed May 14, 2026
 File No. 333-295866
Dear David Garofalo:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.
 Please contact Laura Nicholson at 202-551-3584 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Alla Digilova
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Gold
Royalty Corp.

1188
West Georgia Street, Suite 1830

Vancouver, BC, Canada V6E 4A2

July
31, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office
of Energy & Transportation

100 F Street N.E.

Washington,
D.C. 20549

Attention:
Timothy S. Levenberg

    Re:
    Gold Royalty Corp.

    Registration Statement
    on Form F-3, as amended (the “Registration Statement”)

    Initially filed on July
    15, 2024, as amended on July 29, 2024

    File No. 333-280817

Ladies
and Gentlemen:

Pursuant
to Rules 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Gold Royalty Corp. (the “Company”)
hereby respectfully requests that the effective date of the Company’s Registration Statement be accelerated by the Securities
and Exchange Commission to 4:30 p.m., Eastern Time on August 2, 2024, or as soon thereafter as practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s
counsel, Haynes and Boone, LLP, by calling Alla Digilova at (212) 659-4993, and that such effectiveness
also be confirmed in writing.

    Gold Royalty Corp.

    By:
    /s/ Andrew
    Gubbels

    Andrew Gubbels

    Chief Financial Officer

    cc:
    Rick A. Werner, Esq., Haynes
    and Boone, LLP

    Alla Digilova, Esq., Haynes
    and Boone, LLP

July 19, 2024
David Garofalo
Chief Executive Officer
Gold Royalty Corp.
1188 West Georgia Street, Suite 1830
Vancouver, BC V6E 4A2
Re:Gold Royalty Corp.
Registration Statement on Form F-3
Filed July 15, 2024
File No. 333-280817
Dear David Garofalo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Alla Digilova, Esq., of Haynes and Boone, LLP

CORRESP
1
filename1.htm

Gold
Royalty Corp.

1188
West Georgia Street, Suite 1830

Vancouver, BC, Canada V6E 4A2

July
10, 2024

VIA
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office
of Energy & Transportation

100 F Street N.E.

Washington,
D.C. 20549

Attention:
Claudia Rios

    Re:
    Gold
                                            Royalty Corp.

    Registration
    Statement on Form F-3, as amended (the “Registration Statement”)

    Initially
    filed on June 26, 2024, as amended on July 8, 2024

    File
    No. 333-280507

Ladies
and Gentlemen:

Pursuant
to Rules 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Gold Royalty Corp. (the “Company”)
hereby respectfully requests that the effective date of the Company’s Registration Statement be accelerated by the Securities
and Exchange Commission to 4:30 p.m., Eastern Time on July 12, 2024, or as soon thereafter as practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s
counsel, Haynes and Boone, LLP, by calling Alla Digilova at (212) 659-4993, and that such effectiveness
also be confirmed in writing.

    Gold
    Royalty Corp.

    By:
    /s/
    Andrew Gubbels

    Andrew
    Gubbels

    Chief Financial Officer

  cc:
  Rick A. Werner, Esq., Haynes
  and Boone, LLP

  Alla Digilova, Esq., Haynes
  and Boone, LLP

July 5, 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 F-3
Filed June 26, 2024
File No. 333-280507
Dear Andrew Gubbels:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Alla Digilova, Esq.

CORRESP
1
filename1.htm

Gold
Royalty Corp.

1188
West Georgia Street, Suite 1830

Vancouver, BC, Canada V6E 4A2

February
22, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office
of Energy & Transportation

100 F Street N.E.

Washington,
D.C. 20549

Attention:
Liz Packebusch

    Re:
    Gold
    Royalty Corp.

    Registration Statement on Form F-3, as amended (the “Registration Statement”)

    Initially filed on December 29, 2023, as amended on February 7, 2024

    File
No. 333-276305

Ladies
and Gentlemen:

Pursuant
to Rules 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Gold Royalty Corp. (the “Company”)
hereby respectfully requests that the effective date of the Company’s Registration Statement be accelerated by the Securities
and Exchange Commission to 4:30 p.m., Eastern Time on February 26, 2024, or as soon thereafter as practicable.

The
undersigned respectfully requests that it be notified of the effectiveness of the Registration Statement by telephone call to the Company’s
counsel, Haynes and Boone, LLP, by calling Alla Digilova at (212) 659-4993, and that such effectiveness
also be confirmed in writing.

    Gold Royalty Corp.

    By:
    /s/ Andrew Gubbels

    Andrew Gubbels

    Chief Financial Officer

  cc:
  Rick A. Werner, Esq., Haynes and Boone, LLP

  Alla
Digilova, Esq., Haynes and Boone, LLP

CORRESP
1
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

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

CORRESP
1
filename1.htm

Gold
Royalty Corp.

1030
West Georgia Street, Suite 1830

Vancouver,
BC, Canada V6E 2Y3

October
5, 2022

By
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Officer
of Energy & Transportation

100
F Street N.E.

Washington,
D.C. 20549

    RE:
    Request
        for Acceleration of Effectiveness

    Gold
    Royalty Corp.

    Registration
    Statement on Form F-3

    Initially
    filed on September 27, 2022

    File
    No. 333-267633

Ladies
and Gentlemen:

Pursuant
to Rules 461 of Regulation C of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Gold Royalty Corp. (the “Company”) hereby requests acceleration of the
effective date of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to 5:00 p.m.,
Eastern Time on October 7, 2022, or as soon thereafter as practicable.

Should
any member of the staff of the U.S. Securities and Exchange Commission have any questions or comments with respect to this request, please
contact our U.S. counsel, Haynes and Boone, LLP, attention: Jayun Koo, Esq. at (212) 835-4823.

The
Company understands that the staff of the Commission will consider this request as confirmation by the Company of its awareness of its
responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

    Very
    truly yours,

    Gold Royalty Corp.

    By:
    /s/
    Josephine Man

    Josephine
                                            Man

    Chief
    Financial Officer

United States securities and exchange commission logo
October 5, 2022
David Garofalo
Chief Executive Officer
Gold Royalty Corp.
1030 West Georgia Street
Suite 1830
Vancouver, BC V6E 2Y3
Re:Gold Royalty Corp.
Registration Statement on Form F-3
Filed September 27, 2022
File No. 333-267633
Dear David Garofalo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Laura Nicholson, Special
Counsel, at (202) 551-3584 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jayun Koo, Esq.

CORRESP
1
filename1.htm

Gold
Royalty Corp.

1030
West Georgia Street, Suite 1830

Vancouver, BC, Canada V6E 2Y3

July
14, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street N.E.

Washington,
D.C. 20549

Attention:
Cheryl Brown

    RE:
    Request for Acceleration of Effectiveness

                                  Gold Royalty Corp.

                                  Registration Statement on Form F-3

                                  Initially Filed June 14, 2022

                                  File No. 333-265581

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Gold Royalty Corp. (the “Company”) hereby requests acceleration of the
effective date of the above-mentioned Registration Statement on Form F-3 (the “Registration Statement”) to 4:30 p.m.,
Eastern Standard Time, on July 15, 2022, or as soon thereafter as practicable.

Should
you have any questions or comments with respect to this request, please contact our U.S. counsel, Haynes and Boone, LLP, attention: Jason
Zachary, Esq. at (303) 382-6241.

The
Company understands that the staff of the Commission will consider this request as confirmation by the Company of its awareness of its
responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Registration Statement.

    Very truly yours,

    Gold Royalty Corp.

    By:
    /s/ Josephine Man

    Name:
    Josephine Man

    Title:
    Chief Financial Officer

    cc:
    Jason Zachary, Haynes and Boone LLP

United States securities and exchange commission logo
June 23, 2022
David Garofalo
Chief Executive Officer
Gold Royalty Corp.
1030 West Georgia Street, Suite 1830
Vancouver, BC V6E 2Y3
Re:Gold Royalty Corp.
Registration Statement on Form F-3
Filed June 14, 2022
File No. 333-265581
Dear Mr. Garofalo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Kevin Dougherty,
Staff Attorney, at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jason Zachary, Esq.

CORRESP
1
filename1.htm

Gold
Royalty Corp.

1030
West Georgia Street, Suite 1830

Vancouver,
BC V6E 2Y3

March
4, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Anuja Majmudar and Loan Lauren Nguyen

    Re:

    Gold
    Royalty Corp.

    Registration
    Statement on Form F-1

    Filed
    on January 12, 2021

    File
    No. 333-252036 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended, Gold Royalty Corp. (the “Company”) hereby respectfully
requests acceleration of the effective date of the Registration Statement, as amended, so that it may become effective at 4:00
p.m., Eastern Time, on March 8, 2021, or as soon thereafter as practicable.

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 A. Werner, Esq., at (212) 659-4974.

    Very
    truly yours,

    Gold
    Royalty Corp.

    By:

    /s/
    David Garofalo

    David
Garofalo

                                                         Chief Executive Officer, President and Chairman

CORRESP
1
filename1.htm

March
4, 2021

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

    Re:
    Gold
    Royalty Corp.

    Registration
    Statement on Form F-1 (Registration No. 333-252036)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

BMO
Capital Markets Corp. (“BMO”), as co-managing underwriter for the above-referenced offering, hereby concurs
in the request by Gold Royalty Corp. that the effective date of the above-referenced registration statement be accelerated to
4:00 P.M. Eastern Time on Monday, March 8, 2021, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities
Act. BMO affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    BMO
    Capital Markets Corp.

    By:

    /s/
Eric Benedict

    Name:
    Eric
    Benedict

    Title:
    Managing
    Director

CORRESP
1
filename1.htm

March
4, 2021

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

    Re:
    Gold
    Royalty Corp.

    Registration
    Statement on Form F-1 (Registration No. 333-252036)

    Concurrence
    in Acceleration Request

Ladies
and Gentlemen:

H.C.
Wainwright & Co., LLC (“Wainwright”), as co-managing underwriter for the above-referenced offering, hereby
concurs in the request by Gold Royalty Corp. that the effective date of the above-referenced registration statement be accelerated
to 4:00 P.M. Eastern Time on Monday, March 8, 2021, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities
Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

    Very
    truly yours,

    H.C.
    WAINWRIGHT & CO., LLC

    By:
    /s/
    Edward D. Silvera

    Name:
    Edward
D. Silvera

    Title:
    Chief
Operating Officer

430
Park Avenue | New York, New York 10022 | 212.356.0500

Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
1
filename1.htm

March
2, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attn:
    Anuja
    Majmudar

    Loan
    Lauren Nguyen

    Re:
    Gold
    Royalty Corp.

    Amendment
    No. 3 to Registration Statement on Form F-1

    Filed
    February 24, 2021

    File
    No. 333-252036

Ladies
and Gentlemen:

This
letter is submitted on behalf of Gold Royalty Corp. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated March 1, 2021 regarding
the Company’s Amendment No. 3 to the Registration Statement on Form F-1 (File No. 333-252036) filed with the Commission
on February 24, 2021 (the “Registration Statement”). For ease of reference, the comment in the Staff’s letter
is reproduced below in italicized form. Terms that are not otherwise defined have the meanings ascribed to them in the Registration
Statement.

Amendment
No. 3 to Registration Statement on Form F-1

Exhibits

    1.
    We
    note that the common stock purchase warrant filed as Exhibit 4.2 provides that the company agrees that all legal proceedings
    concerning the warrant “shall be commenced exclusively in the state and federal courts sitting in the City of New York.”
    If this provision requires investors in this offering to bring any such action, proceeding or claim in the state and federal
    courts of the City of New York, please disclose such provision in your registration statement, and disclose whether this provision
    applies to actions arising under the Securities Act or Exchange Act. If the provision applies to actions arising under the
    Securities Act or Exchange Act, please also add related risk factor disclosure. If this provision does not apply to actions
    arising under the Securities Act or Exchange Act, please also ensure that the provision in the common stock purchase warrant
    states this clearly.

The
Company acknowledges the Staff’s comment and has revised pages 26 and 97 of the Registration Statement and Section 4(e)
of Exhibit 4.2 to the Registration Statement to disclose the exclusive forum provision and provide that such provision does not
apply to actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

*
* *

Should
the Staff have any questions concerning the enclosed matters, please contact the undersigned at (212) 659-4974.

    Very
    truly yours,

    /s/
    Rick Werner

    Rick
    Werner, Esq.

    cc:
    David
    Garofalo, Chief Executive Officer, Gold Royalty Corp.

    Josephine
    Man, Chief Financial Officer, Gold Royalty Corp.

United States securities and exchange commission logo
March 1, 2021
David Garofalo
Chief Executive Officer
Gold Royalty Corp.
1030 West Georgia St.
Suite 1830
Vancouver, BC V6E 2Y3
Re:Gold Royalty Corp.
Amendment No. 3 to Registration Statement on Form F-1
Filed February 24, 2021
File No. 333-252036
Dear Mr. Garofalo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Exhibits
1.We note that the common stock purchase warrant filed as Exhibit 4.2 provides that the
company agrees that all legal proceedings concerning the warrant "shall be commenced
exclusively in the state and federal courts sitting in the City of New York."  If this
provision requires investors in this offering to bring any such action, proceeding or claim
in the state and federal courts of the City of New York, please disclose such provision in
your registration statement, and disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act. If the provision applies to actions arising under
the Securities Act or Exchange Act, please also add related risk factor disclosure. If this
provision does not apply to actions arising under the Securities Act or Exchange Act,

 FirstName LastNameDavid Garofalo
 Comapany NameGold Royalty Corp.
 March 1, 2021 Page 2
 FirstName LastName
David Garofalo
Gold Royalty Corp.
March 1, 2021
Page 2
please also ensure that the provision in the common stock purchase warrant states this
clearly.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding the
financial statements and related matters. Please contact George K. Schuler, Mining Engineer, at
(202) 551-3718 for engineering related questions. Please contact Anuja Majmudar, Staff
Attorney, at (202) 551-3844 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rick Werner

CORRESP
1
filename1.htm

February
12, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attn:
Anuja Majmudar

Loan
Lauren Nguyen

    Re:
    Gold
    Royalty Corp.

    Registration
    Statement on Form F-1

    Filed
    January 12, 2021

    File
    No. 333-252036

Ladies
and Gentlemen:

This
letter is submitted on behalf of Gold Royalty Corp. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated January 26, 2021 regarding
the Registration Statement on Form F-1 (File No. 333-252036) filed with the Commission on January 12, 2021 (the “Registration
Statement”). For ease of reference, the comment in the Staff’s letter is reproduced below in italicized form. Terms
that are not otherwise defined have the meanings ascribed to them in the Registration Statement.

Registration
Statement on Form F-1 Filed January 12, 2021

Management

Advisory
Board Compensation, page 78

    1.
    We
    note your disclosure that you entered into a consulting agreement with Mr. Telfer. Please file the agreement as an exhibit
    to your filing or tell us why you believe you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K for guidance..

The
Company acknowledges the Staff’s comment and has revised the Registration Statement to include Mr. Telfer’s consulting
agreement with the Company as an exhibit thereto.

*
* *

Should
the Staff have any questions concerning the enclosed matters, please contact the undersigned at (212) 659-4974.

    Very
    truly yours,

    /s/
    Rick Werner

    Rick
    Werner, Esq.

    cc:
    David
    Garofalo, Chief Executive Officer, Gold Royalty Corp.

    Josephine
    Man, Chief Financial Officer, Gold Royalty Corp.

United States securities and exchange commission logo
January 26, 2021
David Garofalo
Chief Executive Officer
Gold Royalty Corp.
1030 West Georgia St.
Suite 1830
Vancouver, BC V6E 2Y3
Re:Gold Royalty Corp.
Registration Statement on Form F-1
Filed January 12, 2021
File No. 333-252036
Dear Mr. Garofalo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form F-1 Filed January 12, 2021
Management
Advisory Board Compensation, page 78
1.We note your disclosure that you entered into a consulting agreement with Mr. Telfer.
Please file the agreement as an exhibit to your filing or tell us why you believe you are not
required to do so.  Refer to Item 601(b)(10) of Regulation S-K for guidance.
            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.

 FirstName LastNameDavid Garofalo
 Comapany NameGold Royalty Corp.
 January 26, 2021 Page 2
 FirstName LastName
David Garofalo
Gold Royalty Corp.
January 26, 2021
Page 2
            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.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding the
financial statements and related matters. Please contact George K. Schuler, Mining Engineer, at
(202) 551-3718 for engineering related questions. Please contact Anuja Majmudar, Staff
Attorney, at (202) 551-3844 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rick Werner

CORRESP
1
filename1.htm

January
12, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Attn:
    Anuja
    Majmudar

    Loan
    Lauren Nguyen

    Re:
    Gold
    Royalty Corp.

    Draft
    Registration Statement on Form F-1

    Submitted
    December 7, 2020

    CIK
    No. 0001834026

Ladies
and Gentlemen:

This
letter is submitted on behalf of Gold Royalty Corp. (the “Company”) in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in the letter dated December 29, 2020 regarding
the Company’s Draft Registration Statement on Form F-1 submitted to the Commission on December 7, 2020 (the “Registration
Statement”). For ease of reference, the comments in the Staff’s letter are reproduced below in italicized form. Terms
that are not otherwise defined have the meanings ascribed to them in the Registration Statement.

Draft
Registration Statement on Form F-1 Submitted December 7, 2020

Risk
Factors

Our
expected royalties and other interests are on properties owned and operated by subsidiaries of GoldMining, page
15

    1.
    Revise
your disclosure here to clarify, if true, that GoldMining is not obligated to enter into any additional royalty agreements with
you following the offering and is not limited in its ability to compete against you.

The
Company acknowledges the Staff’s comment and has revised the Registration Statement to clarify that GoldMining is not obligated
to enter into any additional royalty agreements with the Company following the offering and GoldMining is not limited in its ability
to compete against the Company. Please see page 15 of the Registration Statement.

Advisory
Board, page 78

    2.

    We
    note the disclosure that you have an advisory board in place, "complete with individuals who have various backgrounds
    and experience to complement [y]our operations, mission and business strategy." Please update the disclosure in this
    section and disclose whether there are any formal agreements or compensation arrangements in place for your advisors.

The
Company acknowledges the Staff’s comment and has revised the Registration Statement accordingly. Please see page 78 of the
Registration Statement.

Related
Party Transactions, page 88

    3.
    Please
    enhance this disclosure to include the material terms of the Royalty Purchase Agreement which was entered into on November
    27, 2020. We may have additional comments upon a review of the agreement.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company believes that the material
terms of the Royalty Purchase Agreement, which it believes are comprised of the purchase price, identification of the royalties
and their terms, and the parties, have been appropriately disclosed in the Registration Statement.

Underwriting,
page 110

    4.

    We
    note the disclosure that you have been advised by the representatives of the underwriters that the underwriters intend to
    make a market in your common shares and the accompanying warrants. Please update this disclosure and amend the registration
    statement, as applicable, to register the market-making activities, including by adding disclosure in a footnote to the registration
    statement fee table, the prospectus cover page and this underwriting section.

The
Company acknowledges the Staff’s comment and advises the Staff on a supplemental basis that H.C. Wainwright & Co., LLC
and BMO Capital Markets Corp. have informed the Company that they do not plan to make a market in any of the Company’s securities.
The Company has revised the Registration Statement accordingly. Please see page 110 of the Registration Statement.

General

    5.

    Please
    provide us with supplemental copies of all written communications, as defined in Rule 405 under the Securities Act, that you,
    or anyone authorized to do so on your behalf, have presented or expect to present to potential investors in reliance on Section
    5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those communications.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has not, nor has anyone on
its behalf, presented any written communications, as defined in Rule 405 under the Securities Act to potential investors in reliance
on Section 5(d) of the Securities Act. In the event that the Company prepares written communications that it expects to be presented
to potential investors in reliance on Section 5(d) of the Securities Act, the Company intends to retain copies of such communications
and will provide copies of such communications to the Staff.

*
     *     *

Should
the Staff have any questions concerning the enclosed matters, please contact the undersigned at (212) 659-4974.

    Very
    truly yours,

    /s/
    Rick Werner

    Rick
    Werner, Esq.

    cc:
    David
    Garofalo, Chief Executive Officer, Gold Royalty Corp.

    Josephine
    Man, Chief Financial Officer, Gold Royalty Corp.

    Rod
    Talaifar, Sangra Moller LLP

United States securities and exchange commission logo
December 29, 2020
David Garofalo
Chief Executive Officer
Gold Royalty Corp.
1030 West Georgia St.
Suite 1830
Vancouver, BC V6E 2Y3
Re:Gold Royalty Corp.
Draft Registration Statement on Form F-1
Submitted December 7, 2020
CIK No. 0001834026
Dear Mr. Garofalo:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 Submitted December 7, 2020
Risk Factors
Our expected royalties and other interests are on properties owned and operated by subsidiaries
of GoldMining, page 15
1.Revise your disclosure here to clarify, if true, that GoldMining is not obligated to enter
into any additional royalty agreements with you following the offering and is not limited
in its ability to compete against you.
Advisory Board, page 78
2.We note the disclosure that you have an advisory board in place, "complete with

 FirstName LastNameDavid Garofalo
 Comapany NameGold Royalty Corp.
 December 29, 2020 Page 2
 FirstName LastName
David Garofalo
Gold Royalty Corp.
December 29, 2020
Page 2
individuals who have various backgrounds and experience to complement [y]our
operations, mission and business strategy."  Please update the disclosure in this section
and disclose whether there are any formal agreements or compensation arrangements in
place for your advisors.
Related Party Transactions, page 88
3.Please enhance this disclosure to include the material terms of the Royalty Purchase
Agreement which was entered into on November 27, 2020.  We may have additional
comments upon a review of the agreement.
Underwriting, page 110
4.We note the disclosure that you have been advised by the representatives of the
underwriters that the underwriters intend to make a market in your common shares and the
accompanying warrants.  Please update this disclosure and amend the registration
statement, as applicable, to register the market-making activities, including by adding
disclosure in a footnote to the registration statement fee table, the prospectus cover page
and this underwriting section.
General
5.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
            You may contact Myra Moosariparambil, Staff Accountant, at (202) 551-3796 or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 if you have questions regarding the
financial statements and related matters. Please contact George K. Schuler, Mining Engineer, at
(202) 551-3718 for engineering related questions. Please contact Anuja Majmudar, Staff
Attorney, at (202) 551-3844 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Rick Werner