SCHEDULE: Tether Entities Boost Gold Royalty Stake to 13.1%

Tether Holdings and its affiliates have increased their beneficial ownership in Gold Royalty Corp. to 13.1% through recent open market purchases.

Summary

• Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini (collectively, the "Reporting Persons") beneficially own 22,763,593 common shares of Gold Royalty Corp.
• This represents 13.1% of Gold Royalty Corp.'s outstanding common shares, calculated based on 173,930,729 shares outstanding as of November 5, 2025.
• Tether Investments, S.A. de C.V. made several open market purchases of Gold Royalty Corp. shares between November 19, 2025, and December 1, 2025.
• Giancarlo Devasini, President of Tether Holdings and Sole Administrator of Tether Investments, has a greater than 50% voting interest in Tether Holdings.
• The filing also discloses past regulatory proceedings against Tether Holdings and its affiliates, including a $41 million CFTC settlement in October 2021 and an $18.5 million NYAG settlement in February 2021.

Sentiment

Score: 6

Explanation: The increased stake in Gold Royalty Corp. by Tether entities could be seen as a positive vote of confidence in the issuer. However, the disclosure of Tether's significant past regulatory issues introduces a notable negative element regarding the reporting persons' compliance history, which could be a concern for some investors.

Positives

• Increased beneficial ownership by Tether entities to 13.1% in Gold Royalty Corp. may signal confidence in the issuer's prospects.
• Continued open market purchases by Tether Investments, S.A. de C.V. demonstrate ongoing investment in Gold Royalty Corp.

Negatives

• Tether Holdings, S.A. de C.V. and its affiliates have a history of significant regulatory penalties, including a $41 million civil monetary penalty from the CFTC in October 2021 for misleading statements regarding USDT backing.
• A separate $18.5 million penalty was paid to the NYAG in February 2021 to settle allegations related to fund transfers and required discontinuation of trading with New York persons or entities.

Risks

• The reporting persons, particularly Tether Holdings and its affiliates, have a history of regulatory non-compliance, including significant fines from the CFTC ($41 million) and NYAG ($18.5 million) for issues related to misleading statements and fund transfers. This could indicate potential reputational or operational risks associated with the major shareholder.
• The requirement for Tether and Bitfinex to discontinue trading activity with New York persons or entities and submit to mandatory reporting could impact their operational scope and regulatory burden.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance regarding Gold Royalty Corp.'s future performance or the Reporting Persons' future investment intentions beyond the current beneficial ownership.

Management Comments

• Mr. Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V.
• The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest.

Industry Context

This filing indicates a significant investment by a major player in the cryptocurrency and stablecoin industry (Tether) into a traditional asset class (gold royalties). This could reflect a diversification strategy by Tether or a bullish view on gold's role in a volatile economic environment, potentially signaling a broader trend of crypto-native entities exploring traditional asset hedges or investments.

Comparison to Industry Standards

• The acquisition of a 13.1% stake by Tether entities in Gold Royalty Corp. is a substantial minority interest, positioning them as a significant shareholder. This level of ownership is common for strategic investors seeking influence without outright control.
• While Tether is known for its stablecoin operations, its investment in a gold royalty company like Gold Royalty Corp. aligns with a broader trend among institutional investors and high-net-worth individuals to diversify portfolios with real assets, particularly precious metals, as a hedge against inflation and economic uncertainty. This is comparable to other large investment funds or family offices taking significant stakes in resource companies.
• The past regulatory issues faced by Tether, including multi-million dollar fines from the CFTC and NYAG, are notable. Such a history of regulatory enforcement actions is a significant factor for any financial entity and would typically be scrutinized by investors when evaluating the governance and risk profile of a major shareholder, especially when compared to more traditionally regulated financial institutions.

Legal Proceedings

• In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) settled regulatory proceedings against Tether Holdings, S.A. de C.V. (then Tether Holdings Limited), Tether Limited, Tether Operations Limited, and Tether International Limited, resulting in a $41 million civil monetary penalty. The CFTC alleged that from June 2016 to February 2019, Tether made untrue or misleading statements and omissions regarding USDT being fully backed by U.S. Dollars.
• In February 2021, the Office of the Attorney General of the State of New York (NYAG) settled a 2019 proceeding with Tether and several Bitfinex companies. This settlement involved $18.5 million in penalties to New York and required Bitfinex and Tether to discontinue trading with New York persons or entities and submit to mandatory reporting on certain business functions.

Stakeholder Impact

• Shareholders (Gold Royalty Corp.): The increased stake by Tether entities could be viewed positively as a vote of confidence, potentially stabilizing or boosting share price. However, the regulatory history of Tether might introduce concerns for some investors regarding the long-term implications of such a significant shareholder.
• Regulatory Authorities: The disclosure of past regulatory issues highlights ongoing scrutiny of Tether's operations and compliance, which could influence future regulatory interactions.

Next Steps

• Continued monitoring of Gold Royalty Corp.'s performance and any further changes in beneficial ownership by the Reporting Persons.
• Ongoing compliance by Tether and Bitfinex with the terms of their settlements with the CFTC and NYAG, including mandatory reporting and restrictions on trading with New York persons/entities.

Key Dates

Recommendation

The increased stake by Tether entities in Gold Royalty Corp. to 13.1% suggests a positive outlook from a significant investor, which could be a bullish signal. However, the disclosed history of substantial regulatory penalties against Tether for misleading statements and non-compliance introduces a material risk factor. While the investment itself is a positive, the associated governance and reputational risks from the major shareholder warrant a cautious 'hold' stance rather than a 'buy' until further clarity on the implications of Tether's involvement and its ongoing compliance is established.

Keywords

Gold Royalty Corp, Tether Holdings, Tether Investments, Giancarlo Devasini, Schedule 13D, Beneficial Ownership, Common Shares, CFTC, NYAG, Regulatory Settlement, Cryptocurrency, Stablecoin, USDT, Gold Mining, Royalty Company