SCHEDULE: Tether Entities Disclose 8.1% Stake in Gold Royalty Corp.

Tether Holdings and its affiliates have disclosed an 8.1% beneficial ownership stake in Gold Royalty Corp. for investment purposes, with potential for strategic engagement.

Summary

• Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini (collectively, "Reporting Persons") have acquired 13,809,085 common shares of Gold Royalty Corp.
• This represents 8.1% of Gold Royalty Corp.'s outstanding common shares, based on 170,709,410 shares as of August 6, 2025.
• The shares were acquired for investment purposes using cash from working capital.
• Reporting Persons may increase or decrease their investment and may engage with Gold Royalty Corp.'s board or management regarding strategic alternatives, including extraordinary corporate transactions.

Sentiment

Score: 7

Explanation: The disclosure of a significant 8.1% stake by a prominent entity like Tether Holdings is generally positive, indicating investor confidence and potential for strategic engagement. However, the Reporting Persons' stated intent to potentially decrease their investment or propose significant corporate changes, coupled with Tether's past regulatory issues, introduces some uncertainty and potential risks.

Positives

• A major entity, Tether Holdings, has taken a substantial 8.1% stake in Gold Royalty Corp., signaling significant investor confidence.
• The investment is for "investment purposes," suggesting a potentially long-term view by the Reporting Persons.
• Potential for strategic engagement with Gold Royalty Corp.'s Board could lead to value-enhancing initiatives or improved corporate governance.

Negatives

• One of the reporting persons, Tether Holdings, has a history of significant regulatory settlements with the CFTC ($41 million) and NYAG ($18.5 million) regarding misleading statements and business practices, which could introduce reputational risk.
• The Reporting Persons explicitly state they may decrease their investment, which could create selling pressure on Gold Royalty Corp.'s shares.
• The Reporting Persons may propose "extraordinary corporate transactions" or changes to the Board or management, which could lead to instability or unwanted strategic shifts for Gold Royalty Corp.

Risks

• Reporting Persons may decrease their investment in Gold Royalty Corp., potentially impacting the share price negatively.
• Reporting Persons may propose or support extraordinary corporate transactions, including acquisitions, mergers, reorganizations, or a sale of material assets, which could alter Gold Royalty Corp.'s structure.
• Potential for changes in Gold Royalty Corp.'s present business, operations, strategy, future plans, or prospects.
• Reporting Persons may seek changes to the Board composition or management of Gold Royalty Corp.
• Potential changes to Gold Royalty Corp.'s capitalization, ownership structure, dividend policy, business or corporate structure, or governance documents.
• The past regulatory issues of Tether Holdings (CFTC and NYAG settlements) could introduce reputational or operational risks if they become more deeply involved in Gold Royalty Corp.'s governance or operations.

Future Outlook

Reporting Persons intend to review their investment in Gold Royalty Corp. periodically and may increase or decrease their stake. They may engage with the Issuer's board or management to evaluate or implement strategic alternatives, including extraordinary corporate transactions, changes in business, governance, or capitalization.

Management Comments

• We have acquired the Common Shares for investment purposes.
• We may from time to time increase or decrease our investment in the Issuer.
• We may communicate with the board of directors or management regarding strategic alternatives.

Industry Context

This investment by Tether, primarily known for its stablecoin and digital asset ventures, represents a diversification into traditional gold royalty assets. It could signal a strategic move to hedge against inflation or expand into tangible asset-backed investments, aligning with broader trends of digital asset firms exploring traditional commodity markets.

Legal Proceedings

• In October 2021, the U.S. Commodity Futures Trading Commission (CFTC) settled regulatory proceedings against Tether Holdings and affiliates, resulting in a $41 million civil monetary penalty for untrue or misleading statements regarding USDT backing from June 2016 to February 2019.
• In February 2021, the Office of the Attorney General of the State of New York (NYAG) settled a proceeding with Tether and Bitfinex companies, resulting in $18.5 million in penalties and requirements to discontinue trading with New York persons/entities and submit to mandatory reporting.

Stakeholder Impact

• Shareholders: Potential for increased share price due to a new significant investor, but also risk of selling pressure or strategic changes proposed by the investor.
• Management/Board: Potential for engagement, influence, or even changes to board composition or management proposed by the Reporting Persons.
• Employees, Customers, Suppliers, Creditors: No direct immediate impact mentioned, but potential future impact if strategic changes to the company's business or operations are implemented.

Next Steps

• Reporting Persons may increase or decrease their investment in Gold Royalty Corp. based on various market and company-specific factors.
• Reporting Persons may communicate with Gold Royalty Corp.'s board or management regarding the evaluation or implementation of strategic alternatives.
• Reporting Persons may consider proposing or supporting extraordinary corporate transactions or changes to the Issuer's governance, structure, or business operations.

Key Dates

Recommendation

While the entry of a significant investor like Tether Holdings could be seen as a positive signal, the stated intent to potentially influence corporate strategy, including changes to management or structure, introduces uncertainty. Furthermore, Tether's past regulatory issues could be a concern. Given the mixed signals and potential for both positive and disruptive engagement, a 'hold' recommendation is prudent until the investor's specific intentions and actions become clearer.

Keywords

Gold Royalty Corp, GROY, Tether Holdings, Tether Investments, Giancarlo Devasini, Schedule 13D, beneficial ownership, gold royalty, strategic investment, mining