GoldMining Inc. Maintains Passive Stake in Gold Royalty Corp.

TL;DR

**GoldMining Inc. still owns a chunk of Gold Royalty Corp., but they're just holding, not shaking things up.**

AI Summary

GoldMining Inc. filed an amended SC 13G/A on February 5, 2024, disclosing its ownership in Gold Royalty Corp. as of December 31, 2023. This filing indicates that GoldMining Inc. continues to hold a significant, but passive, stake in Gold Royalty Corp. For investors, this means a major shareholder remains committed to Gold Royalty Corp., potentially signaling confidence, but also highlights that GoldMining Inc. is not seeking to influence management, which could limit immediate catalysts from this relationship.

Why It Matters

This filing confirms GoldMining Inc. remains a significant, yet passive, shareholder in Gold Royalty Corp., which can be a vote of confidence but also means no immediate activist pressure is expected.

Risk Assessment

Risk Level: low — This filing is an update on a passive investment, indicating no immediate change in control or strategy for either company.

Analyst Insight

Investors should note that GoldMining Inc. remains a passive holder in Gold Royalty Corp., suggesting no immediate strategic changes or activist involvement from this major shareholder. This could be seen as a stable, but not necessarily catalytic, factor for Gold Royalty Corp.'s stock.

Key Players & Entities

• GoldMining Inc. (company) — the reporting person and shareholder
• Gold Royalty Corp. (company) — the issuer whose securities are being reported
• Rick Werner, Esq. (person) — person authorized to receive notices for the filing
• Haynes and Boone, LLP (company) — law firm representing the reporting person
• December 31, 2023 (date) — date of event requiring the filing

FAQ

Filing Documents

• d602546dsc13ga.htm (SC 13G/A) — 45KB
• 0001193125-24-024250.txt ( ) — 46KB

From the Filing

SC 13G/A 1 d602546dsc13ga.htm SC 13G/A SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gold Royalty Corp. (Name of Issuer) Common Shares, without par value (Title of Class of Securities) 38071H106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ( Act ), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications: Rick Werner, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza, 26 th Floor New York, New York 10112 (212) 659-4974 CUSIP No. 38071H106 1. Names of Reporting Persons. GoldMining Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)(b) 3. SEC Use Only 4. Citizenship or Place of Organization British Columbia Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 21,433,325 6. Shared Voting Power 0 7. Sole Dispositive Power 21,433,325 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 21,433,325 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 14.7% (1) 12. Type of Reporting Person (See Instructions) CO (1) Based upon 145,669,046 common shares (the Common Shares ) of Gold Royalty Corp. (the Issuer ) outstanding as of December 27, 2023, as disclosed in the Issuers Registration Statement on Form F-3 that was filed on December 29, 2023, by the Issuer with the U.S. Securities and Exchange Commission. Item1. (a) Name of Issuer Gold Royalty Corp. (b) Address of Issuers Principal Executive Offices 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2 Item2. (a) Name of Person Filing GoldMining Inc. (b) Address of Principal Business Office or, if none, Residence 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2 (c) Citizenship See Item 4 on the cover page(s) hereto. (d) Title of Class of Securities Common Shares, without par value (e) CUSIP Number 38071H106 Item3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: (a) A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); (b) A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); (c) An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); (d) An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); (k) A group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: . Item4. (a) Amount beneficially owned: See Item 9 on the cover page(s) hereto. (b) Percent of class: See Item 11 on the cover page(s) hereto. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. (ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. (iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. (iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. Item5. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the b

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