Gold Royalty Corp 2025年年度报告和过渡报告

Washington, D.C. 20549 FORM20-F OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Date of event requiring this shell company report: Not applicableFor the transition period from _______ to _______Commission File Number:001-40099 Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:On December 31, 2024, the issuer had170,205,124common shares, without par value, outstanding. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities ExchangeAct of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of“large accelerated filer”, "accelerated filer" and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recover period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsas issued by the InternationalAccounting Standards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ TABLE OF CONTENTS PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS2ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY14ITEM 4A.UNRESOLVED STAFF COMMENTS34ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS35ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES56ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS70ITEM 8.FINANCIAL INFORMATION72ITEM 9.THE OFFER AND LISTING73ITEM 10.ADDITIONAL INFORMATION73ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK81ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES81PART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES81ITEM 14.MATERIALMODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS81ITEM 15.CONTROLS AND PROCEDURES82ITEM 16.[RESERVED]82ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT82ITEM 16B.CODE OF ETHICS83ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES83ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES83ITEM 16E.PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS84ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT84ITEM 16G.CORPORATE GOVERNANCE84ITEM 16H.MINE SAFETY DISCLOSURE84ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS84ITEM 16J.INSIDER TRADING POLICIES84ITEM 16K.CYBERSECURITY84PART IIIITEM 17.FINANCIAL STATEMENTS86ITEM 18.FINANCIAL STATEMENTS86ITEM 19.EXHIBITS86SIGNATURE88 BASIS OF PRESENTATION Unless otherwise indicated, references in this annual report on Form 20-F (this "Annual Report") to "Gold Royalty", "GRC", the"Company", "we", "us" and "our" refer to Gold Roya