As filed with the Securities and Exchange Commission on September 16, 2022
Registration No. 333-267421
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLD ROYALTY CORP.
(Exact name of registrant as specified in its charter)
Canada | 98-1578275 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1030 West Georgia Street, Suite 1830
Vancouver, BC V6E 2Y3
(Address of principal executive offices) (Zip Code)
Gold Royalty Corp. Long-Term Incentive Plan
(Full title of the Plans)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
(Name and address of agent for service)
(302) 738-6680
(Telephone number, including area code, of agent for service)
Copies to:
Rod Talaifar, Esq. | Rick A. Werner, Esq. |
Sangra Moller LLP | Jayun Koo, Esq. |
1000 Cathedral Place | Haynes and Boone, LLP |
925 West Georgia Street | 30 Rockefeller Plaza |
Vancouver, BC, Canada V6C 3L2 | 26th Floor |
Tel: +1 604 662-8808 | New York, NY 10112 |
Tel: +1 212 659-7300 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☒ |
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (this “Registration Statement”) is being filed solely to update the Consent of Independent Auditors by PricewaterhouseCoopers LLP, included as Exhibit 23.1 to the Registration Statement on Form S-8 (File No. 333-267421) filed with the Securities and Exchange Commission on September 14, 2022 (the “Original Filing”). An updated Exhibit 23.1 is filed as an exhibit to this Registration Statement.
Except as described above, this Registration Statement does not update, amend or modify any other information, statement or disclosure contained in the Original Filing.
Item 8. Exhibits.
The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.
EXHIBIT INDEX
* Filed previously as an exhibit to the Company’s Registration Statement on Form S-8, filed September 14, 2022.
** Filed herewith.
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 S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, Vancouver, British Columbia, Canada on September 16, 2022.
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 | September 16, 2022 | ||
David Garofalo | Executive Officer) and Chairman | |||
/s/ Josephine Man | Chief Financial Officer (Principal Financial | September 16, 2022 | ||
Josephine Man | Officer and Principal Accounting Officer) | |||
* | Chief Development Officer | September 16, 2022 | ||
John W. Griffith | ||||
* | Director | September 16, 2022 | ||
Amir Adnani | ||||
* | Director | September 16, 2022 | ||
Warren Gilman | ||||
* | Director | September 16, 2022 | ||
Ken Robertson | ||||
* | Director | September 16, 2022 | ||
Alan Hair | ||||
* | Director | September 16, 2022 | ||
Glenn Mullan | ||||
* | Director | September 16, 2022 | ||
Karri Howlett |
* By: | /s/ Josephine Man | |
Josephine Man | ||
As 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed by the undersigned, thereunto duly authorized, on September 16, 2022.
Puglisi & Associates | ||
(Authorized Representative in the United States) | ||
By: | /s/ Donald J. Puglisi | |
Name: | Donald J. Puglisi | |
Title: | Managing Director |