Gold Royalty Corp. (“Gold Royalty” or the “Company”) (NYSE American: GROY) today announced that its board of directors (the “Board”), upon the recommendation of a recently formed special committee of its independent directors (the “Committee”), has adopted a shareholder rights plan (the “Plan”), effective immediately.
After assessing recent trading volumes and activity, the Board of Directors has adopted the Plan to ensure that all shareholders of the Company are treated equally and fairly in the event of an unsolicited takeover bid or other attempt to gain control of the Company (including through a “creeping takeover bid”). With respect to such transactions, the Plan is intended, among other things, to:
- encourage potential bidders to treat Gold Royalty shareholders fairly and equally and preserve control premiums and shareholder value; And
- provide sufficient time for the board and shareholders to respond appropriately and informedly and to protect applicable legal rights.
The Plan was not adopted in response to any specific takeover bid or other proposal to acquire control of the Company, and the Company is not aware of any such pending or contemplated takeover bid or other proposal.
Under the Plan, one right will be issued in respect of each outstanding Gold Royalty common share on the record date, namely: November 17, 2025 and thereafter one right will automatically be linked to each new ordinary share issued by Gold Royalty. Each right will become exercisable if a person acquires beneficial ownership of 15% or more of the outstanding shares of common stock without complying with the permitted bidding provisions of the Plan. In such circumstances, each right entitles the holder (other than the acquiring person) to purchase additional shares of Gold Royalty common stock at a discount to the then current market price. The Plan includes a mechanism that applies a higher threshold of 20% to any entity that, together with its affiliates and joint actors, is not a party to a standstill or similar arrangement with the Company.
The issuance of the rights will not affect trading in GRC common shares and no further action is required from shareholders. The Plan has an initial term of three years, provided it is ratified by the shareholders within twelve months of adoption. If the Plan is not ratified by the shareholders, the Plan and all rights arising from it will terminate.
The Plan is contained in an agreement between the Company and TSX Trust Company, as rights agent, dated November 5, 2025the full text of which is available on the company profile on SEDAR+ at www.sedarplus.ca and on EDGAR op www.sec.gov. The summary of the Plan contained herein is qualified in its entirety by the entire text of the Plan.
About Gold Royalty Corp.
Gold Royalty Corp. is a gold-focused royalty company that provides creative financing solutions for the metals and mining industries. Its mission is to invest in high-quality, sustainable and responsible mining operations to build a diversified portfolio of precious metals royalties and streaming interests that generate superior long-term returns for our shareholders. Gold Royalty’s diversified portfolio currently consists primarily of net smelter return royalties on gold properties in the Americas.
Cautionary Note About Forward-Looking Information:
Certain information in this press release constitutes “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws (collectively, “forward-looking statements”), including, but not limited to, statements regarding: expectations regarding the benefits of the Plan to the Company and its Shareholders, the ratification of the Plan by the Company’s shareholders and the timing thereof and the focus and mission of the Company. Such statements can generally be identified by the use of terms such as “may”, “will”, “expect”, “intend”, “believe”, “plan”, “anticipate” or similar terms. Forward-looking statements are based on certain assumptions and other important factors, including management’s assumptions regarding the accuracy of the disclosures of the operators of the projects underlying the Company’s projects, their ability to achieve disclosed plans and objectives, macroeconomic conditions, commodity prices and the Company’s ability to finance future growth and acquisitions. Forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, the inability or failure of the operators of the properties underlying the Company’s royalty interests to implement proposed plans for such properties or to achieve planned development and production estimates and targets, risks related to the operators of the projects in which the Company has interests, including the successful continuation of the activities at such projects by those operators, risks related to exploration, development, permitting, infrastructure, operational or technical issues at such projects, the impact of macroeconomic developments, the Company’s ability to execute its growth plans and other factors set out in the Company’s Annual Report on Form 20-F for the past year December 31, 2024 and his other publicly filed documents under his profiles www.sedarplus.ca And www.sec.gov. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking statements, except in accordance with applicable securities laws.
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SOURCE Gold Royalty Corp.
View original content: http://www.newswire.ca/en/releases/archive/November2025/05/c8131.html
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