F-1MEF 1 formf-1mef.htm

 

As filed with the Securities and Exchange Commission on March 8, 2021.

 

Registration Statement No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM F-1 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

GOLD ROYALTY CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Canada   1040   Not Applicable

(State or other jurisdiction of

incorporation or organization)

   (Primary Standard Industrial
Classification Code Number)		  

(I.R.S. Employer

Identification No.)

 

 

 

1030 West Georgia Street, Suite 1830

Vancouver, BC V6E 2Y3

(604) 396-3066

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

C T Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Rick A. Werner, Esq.   Rod Talaifar, Esq.   Joseph A. Smith, Esq.   Steven D. Bennett, Esq.
Haynes and Boone, LLP   Sangra Moller LLP   Ellenoff Grossman & Schole LLP   Stikeman Elliott LLP
30 Rockefeller Plaza   1000 Cathedral Place   1345 Avenue of the Americas   5300 Commerce Court West
26th Floor   925 West Georgia Street   11th Floor   199 Bay Street
New York, New York 10112   Vancouver, BC, Canada V6C 3L2   New, York, New York 10105   Toronto, Ontario Canada, M5L 1B9
Tel: +1 212 659-7300   Tel: +1 604 662-8808   Tel: +1 212 370-7889   Tel: +1 416 869-5205

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-252036

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
       
Non-accelerated filer [X] Smaller reporting company [X]
       
    Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [  ]

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities To Be Registered 

Proposed

Maximum
Aggregate

Offering
Price(1)(2)(3)

  

Amount of

Registration
Fee

 
Units, each consisting of one common share, no par value, and one-half warrant  $11,500,000   $1,254.65 
(1) Common shares included as part of the Units   —    —(4)
(2) Warrants included as part of the Units   —    —(4)
Common shares issuable upon exercise of the warrants  $8,625,000   $940.99 
Total  $20,125,000   $2,195.64(5)

 

 

(1) The registrant previously registered an aggregate of $161,000,000 of securities on the Registration Statement on Form F-1 (Registration No. 333-252036), as amended (the “Initial Registration Statement”), which included common shares and/or warrants to purchase common shares that may be purchased by the underwriters pursuant to an option to purchase additional securities. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $20,125,000 is hereby registered, which does not include the securities that the Registrant previously registered on the Initial Registration Statement. The amount of securities being registered hereunder represents no more than 20% of the securities initially registered pursuant to the Initial Registration Statement.
(2) Includes the aggregate offering price of additional common shares and/or warrants to purchase common shares that the underwriters have the option to purchase, if any.
(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4) No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act.
(5) Calculated pursuant to Rule 457(o) under the Securities Act. The registrant previously registered an aggregate of $161,000,000 of securities on the Initial Registration Statement, for which a filing fee of $17,565.10 was previously paid.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.

 

 

 

 
 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed by Gold Royalty Corp. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the Company hereby incorporates by reference into this Registration Statement on Form F-1 in its entirety the Registration Statement on Form F-1 (File No. 333-252036), as amended, which was declared effective by the Securities and Exchange Commission (the “Commission”) on March 8, 2021 (the “Initial Registration Statement”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

 

The required opinions of counsel and related consent and accountant’s consent are attached hereto and filed herewith

 

 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 8. Exhibits and Financial Statement Schedules

 

(a) Exhibits

 

All exhibits filed or incorporated by reference in the Registrant’s Registration Statement on Form F-1, as amended (File No. 333-224139), are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement.

 

Exhibit No.   Description
     
5.1   Opinion of Sangra Moller LLP, Canadian counsel to the Company, as to the validity of the common shares
     
5.2   Opinion of Haynes and Boone, LLP, U.S. counsel to the Company, as to the validity of the warrants
     
23.1   Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm
     
23.2   Consent of Sangra Moller LLP (included in Exhibit 5.1)
     
23.3   Consent of Haynes and Boone, LLP (included in Exhibit 5.2)
     
23.4   Consent of Paulo Pereira
     
24.1   Powers of Attorney (included on the signature page of the Registration Statement on Form F-1 (File No. 333-252036), filed with the Commission on January 12, 2021)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, Canada on March 8, 2021.

 

  Gold Royalty CORP.
     
  By: /s/ David Garofalo
  Name: David Garofalo
  Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures   Title   Date
         
/s/ David Garofalo   Chief Executive Officer, President (Principal   March 8, 2021
David Garofalo   Executive Officer) and Chairman    
         
/s/ Josephine Man   Chief Financial Officer (Principal Financial   March 8, 2021
Josephine Man   Officer and Principal Accounting Officer)    
         
*   Chief Development Officer   March 8, 2021
John W. Griffith        
         
*   Director of Technical Services   March 8, 2021
Alastair Still        
         
*   Director   March 8, 2021
Amir Adnani        
         
*   Director   March 8, 2021
Garnet Dawson        
         
*   Director   March 8, 2021
Warren Gilman        
         
*   Director   March 8, 2021
Ken Robertson        
         
*   Director   March 8, 2021
Alan Hair        

 

*By: /s/ David Garofalo  
 

David Garofalo

Attorney-in-Fact

  

 

 
 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of the registrant and has duly caused this Registration Statement on Form F-1 to be signed by the undersigned, thereunto duly authorized, on March 8, 2021.

 

  Puglisi & Associates (Authorized Representative in the United States)
     
  By: /s/ Donald J. Puglisi
  Name: Donald J. Puglisi
  Title: Managing Director