黄金矿权公司美股招股说明书(2025-12-08版)

SUBJECT TO COMPLETION, DATED [●], 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(to Prospectus dated August 2, 2024) Gold Royalty Corp. $● ● Common Shares We are offering ● common shares, no par value per share, with each common share having a public offering price of $●, for aggregategross proceeds of $●, pursuant to an underwriting agreement (the “Underwriting Agreement”) entered into by Gold Royalty Corp.(the “Company”) with National Bank Financial Inc. (“NBF”), BMO Capital Markets Corp. (“BMO”) and RBC Dominion Securities Our common shares are listed on the NYSE American LLC (“NYSE American”) under the symbol “GROY” and our warrants topurchase common shares at a price of $2.25 per share and expiring May 31, 2027 (the “Listed Warrants”) are listed on the NYSEAmerican under the symbol “GROY.WS”. On December 5, 2025, the last reported sale price of our common shares and ListedWarrants on the NYSE American was $4.25 and $2.10, respectively. We have applied to list the common shares to be issued in this We are an “emerging growth company” and a “foreign private issuer” under applicable Securities and Exchange Commission rules andwill be subject to reduced public company reporting requirements for this prospectus supplement and future filings. See the section Investing in our securities involves a high degree of risk. Please read the sections entitled “Risk Factors” on page S-7 containedin this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. Notes: We have granted the Underwriters the right to purchase up to an additional ● common shares to cover over-allotments, if any. TheUnderwriters can exercise this right at any time within 30 days after the closing date of this offering (the “Closing Date”). If the All or a portion of the net proceeds of this offering will be used to acquire a net smelter return royalty interest in respect of the PedraBranca Gold-Copper Project, located in the state of Pará in north-eastern Brazil. See “Use of Proceeds”. This offering is notconditional upon completion of such acquisition. The proposed acquisition is subject to customary conditions to closing and there is no Neither the United States Securities and Exchange Commission nor any state securities commission or any other regulatorybody, has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement National Bank of Canada, an affiliate of NBF, and Bank of Montreal, an affiliate of BMO, are the lenders under an amendedand restated credit agreement among the Company, Bank of Montreal, as administrative agent, BMO Capital Markets, as alender, joint lead arranger and sole bookrunner, and National Bank of Canada, as a lender and joint lead arranger, datedFebruary 10, 2023, as amended (the “Credit Agreement”), pursuant to which the lenders thereunder provided a revolvingcredit facility of up to $100 million (the “Credit Facility”) to us. We may repay the Credit Facility, from time to time, inaccordance with the terms of the Credit Agreement, utilizing net proceeds of this offering. Consequently, we may be considereda “connected issuer” of Bank of Montreal, BMO, National Bank of Canada and NBF under applicable securities laws, and a Delivery of the common shares is expected to be made on or about [ ● ], 2025, subject to satisfaction of certain customary closingconditions. National Bank Financial ofCanada Capital Markets RBC Capital Markets BMO Capital Markets ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 (File No. 333-280817)that was filed with the SEC, and declared effective by the SEC on August 2, 2024, using a “shelf” registration process. Under this shelfregistration process, we are offering ● common shares at a public offering price of $● per share under this prospectus supplement. Before buying any of the common shares that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus and all of the information incorporated by reference herein and therein, as well as the additional information We provide information to you about this offering of common shares in: (1) this prospectus supplement, which describes the specificdetails regarding this offering; and (2) the accompanying prospectus, which provides general information, some of which may notapply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. If information inthis prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. To theextent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the informationcontained in any document incorporated by reference in this prospectus supplement, o