Sec Form 13G Filing - GoldMining Inc. filing for GOLD RTY CORP CDA COM (GROY) - 2022-02-14

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 person’s 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.

  Names of Reporting Persons.

  GoldMining Inc.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Columbia

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  20,000,000

  Shared Voting Power

0

  Sole Dispositive Power

  20,000,000

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  20,000,000

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  14.9% (1)

  Type of Reporting Person (See Instructions)

  CO

Based upon 133,927,501 common shares (the “Common Shares”) of Gold Royalty Corp. (the “Issuer”) outstanding as of December 22, 2021, as disclosed in the Form F-4 filed on January 11, 2022 by the Issuer with the U.S. Securities and Exchange Commission.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

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 broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

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);

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

A group, in accordance with §240.13d-1(b)(1)(ii)(K).

Ownership.

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

Percent of class: See Item 11 on the cover page(s) hereto.

Number of shares as to which such person has:

Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.