UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ...

[NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS](index=4&type=section&id=NOTICE%20OF%20ANNUAL%20GENERAL%20MEETING%20OF%20SHAREHOLDERS) [Meeting Details and Purpose](index=4&type=section&id=Meeting%20Details%20and%20Purpose) The annual general meeting is scheduled for February 9, 2022, to review financials and elect directors Annual General Meeting Details | Detail | Information | | :--- | :--- | | **Date and Time** | February 9, 2022, at 4:00 p.m. (Vancouver time) | | **Location** | 1000 Cathedral Place, 925 West Georgia Street, Vancouver, BC | | **Record Date** | December 13, 2021 | | **Proxy Deadline** | February 7, 2022, at 4:00 p.m. (Vancouver time) | - The main agenda items include receiving the financial statements for the year ended September 30, 2021, electing directors, and appointing PricewaterhouseCoopers LLP as the auditor[8](index=8&type=chunk) - The Company is utilizing a "notice-and-access" model for distributing meeting materials electronically to reduce costs, with paper copies available upon request[5](index=5&type=chunk)[6](index=6&type=chunk) [MANAGEMENT INFORMATION CIRCULAR](index=6&type=section&id=MANAGEMENT%20INFORMATION%20CIRCULAR) [VOTING INFORMATION](index=6&type=section&id=VOTING%20INFORMATION) This section details shareholder voting eligibility, quorum requirements, and proxy submission procedures - The record date to determine shareholders entitled to vote at the meeting is the close of business on December 13, 2021[21](index=21&type=chunk) - A quorum for the meeting is one or more persons present, holding or representing by proxy at least **33 1/3%** of the total issued shares with voting rights[22](index=22&type=chunk) - Registered shareholders can appoint a proxyholder other than the designated management representatives by inserting the person's name on the proxy form, which must be received by February 7, 2022[24](index=24&type=chunk) - Non-registered (beneficial) shareholders must follow the instructions provided by their intermediary to vote their shares[31](index=31&type=chunk)[33](index=33&type=chunk) [THE MEETING](index=14&type=section&id=THE%20MEETING) This section outlines the meeting's agenda, key 2021 achievements, and compensation highlights - The Board recommends voting **FOR** the election of the six director nominees and **FOR** the appointment of PricewaterhouseCoopers LLP as the company's auditor[90](index=90&type=chunk)[91](index=91&type=chunk) - Key achievements in fiscal 2021 included completing a **$90 million IPO**, acquiring **191 royalty interests**, and diversifying the portfolio to include **6 producing projects**[92](index=92&type=chunk) - The company's compensation philosophy is highlighted by a balanced approach, with long-term compensation representing **67%** of the CEO's total 2021 compensation[93](index=93&type=chunk) - Corporate governance highlights include having **50%** of the Board comprised of independent directors, an independent lead director, and a majority voting policy[94](index=94&type=chunk) [VOTING SECURITIES AND PRINCIPAL HOLDERS](index=17&type=section&id=VOTING%20SECURITIES%20AND%20PRINCIPAL%20HOLDERS) The company has 133,825,590 common shares outstanding, with GoldMining Inc holding 14.9% - As of December 13, 2021, there were **133,825,590 common shares** issued and outstanding, which are the only shares entitled to vote at the meeting[96](index=96&type=chunk) Principal Shareholder (as of Dec 13, 2021) | Name | Number of Shares | Percentage of Outstanding Shares | | :--- | :--- | :--- | | GoldMining Inc. | 20,000,000 | 14.9% | [ELECTION OF DIRECTORS](index=17&type=section&id=ELECTION%20OF%20DIRECTORS) The Board recommends six nominees for election, detailing their qualifications and securities holdings - Six individuals are nominated for election to the Board of Directors, while two current directors will not be standing for re-election[99](index=99&type=chunk) Director Nominees and Securities Held | Name | Position | Director Since | Securities Held (Shares, Options, etc.) | | :--- | :--- | :--- | :--- | | **David Garofalo** | Chairman, CEO, President | Aug 1, 2020 | Shares: 153,333; Options: 600,000; Restricted Shares: 266,667; Warrants: 10,000 | | **Warren Gilman** | Independent Lead Director | Aug 12, 2020 | Shares: 626,714; Options: 250,000; Warrants: 100,000 | | **Amir Adnani** | Director | Nov 20, 2020 | Shares: 383,333; Options: 500,000; Restricted Shares: 666,667; Warrants: 25,000 | | **Ken Robertson** | Director | Nov 20, 2020 | Shares: 5,000; Options: 100,000 | | **Alan Hair** | Director | Nov 20, 2020 | Options: 100,000 | | **Glenn Mullan** | Director | Nov 5, 2021 | Shares: 2,983,801; Options: 1,053,490 | - The Board possesses a range of skills including experience in the mining and royalty industry, senior leadership, public company boards, and corporate governance[110](index=110&type=chunk)[111](index=111&type=chunk)[113](index=113&type=chunk) [APPOINTMENT OF AUDITOR](index=22&type=section&id=APPOINTMENT%20OF%20AUDITOR) Management recommends the reappointment of PricewaterhouseCoopers LLP as the company's auditor - PricewaterhouseCoopers LLP is proposed for reappointment as the Company's auditor for the ensuing year[122](index=122&type=chunk) - PricewaterhouseCoopers LLP was first appointed as the auditor on October 7, 2020[122](index=122&type=chunk) [STATEMENT OF EXECUTIVE COMPENSATION](index=22&type=section&id=STATEMENT%20OF%20EXECUTIVE%20COMPENSATION) This section details the pay-for-performance compensation program for Named Executive Officers in fiscal 2021 [Compensation Philosophy and Peer Group](index=22&type=section&id=Compensation%20Philosophy%20and%20Peer%20Group) The pay-for-performance philosophy aligns executive interests with shareholder value via peer benchmarking - The compensation program is designed to reward NEOs based on corporate and individual performance, with a focus on driving short and long-term growth[126](index=126&type=chunk) - The 2021 peer group for benchmarking compensation included companies such as Altius Minerals Corp, EMX Royalty Corp, and Maverix Metals Inc[142](index=142&type=chunk)[150](index=150&type=chunk) [Short-Term and Long-Term Incentives](index=25&type=section&id=Short-Term%20and%20Long-Term%20Incentives) Fiscal 2021 STIP awards paid out at 150% of target due to breakthrough corporate performance - For fiscal 2021, the corporate performance scorecard resulted in a **150% payout** of the target STIP award for all NEOs, based on outperformance in key metrics[156](index=156&type=chunk)[159](index=159&type=chunk) 2021 STIP Payouts | Named Executive Officer | 2021 STIP Payout (C$) | % of Target | | :--- | :--- | :--- | | David Garofalo | 270,000 | 150% | | Josephine Man | 94,500 | 150% | | John Griffith | 180,000 | 150% | | Samuel Mah | 60,000 | 150% | - Long-term incentives under the LTIP are typically granted as an equal mix of Options and RSUs, with 2021 options vesting over 18 months[135](index=135&type=chunk)[136](index=136&type=chunk) [Summary Compensation and Awards](index=31&type=section&id=Summary%20Compensation%20and%20Awards) This section presents detailed 2021 compensation figures and stock performance for Named Executive Officers Summary Compensation Table (Fiscal Year 2021) | Name and Principal Position | Salary ($) | Share-based Awards($) | Option-based Awards($) | Annual Incentive Plans ($) | Total Compensation ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | **David Garofalo** (Chairman, CEO) | 179,555 | 182,541 | 617,520 | 212,895 | 1,192,511 | | **Josephine Man** (CFO) | 65,825 | - | 185,256 | 74,513 | 325,594 | | **John Griffith** (Chief Dev. Officer) | 143,685 | - | 283,030 | 141,930 | 568,645 | | **Samuel Mah** (VP, Evaluations) | 39,711 | - | 126,917 | 47,310 | 213,938 | - The company's stock performance from its IPO to September 30, 2021, showed a **40% increase**, significantly outperforming its peer group (**-7%**) and the GDXJ (**-17%**)[164](index=164&type=chunk)[187](index=187&type=chunk) [Termination, Change of Control, and Director Compensation](index=34&type=section&id=Termination%2C%20Change%20of%20Control%2C%20and%20Director%20Compensation) NEO agreements include double-trigger change of control benefits, with director pay comprising cash and equity - New employment agreements effective January 2022 provide NEOs terminated following a change of control a severance payment equal to **two times their base salary plus bonus**[218](index=218&type=chunk)[219](index=219&type=chunk) - Independent and non-executive directors received annual cash retainers (e.g., **C$50,000** for the Lead Director) and option grants in fiscal 2021[223](index=223&type=chunk)[224](index=224&type=chunk) - For fiscal 2022, director compensation will be updated to include equity grants in the form of Options and RSUs/DSUs, in addition to cash retainers[238](index=238&type=chunk)[240](index=240&type=chunk) [CORPORATE GOVERNANCE](index=47&type=section&id=CORPORATE%20GOVERNANCE) The company emphasizes strong governance with an independent board, key policies, and a diversity target - If all nominees are elected, the Board will be comprised of **50% independent directors**, and all key committees are fully independent[282](index=282&type=chunk)[333](index=333&type=chunk) - The Board has appointed an independent Lead Director, Warren Gilman, to ensure the Board functions independently of management[285](index=285&type=chunk)[287](index=287&type=chunk) - The company has adopted a Diversity Policy and set a target to have at least **30%** of the Board comprised of female directors by the annual meeting in 2025[303](index=303&type=chunk)[307](index=307&type=chunk) - A share ownership policy requires non-executive directors and senior executives to hold shares valued at **three times their annual cash retainer or base salary**, respectively[331](index=331&type=chunk)[332](index=332&type=chunk) - The Board has adopted a majority voting policy, requiring any director who receives more 'withheld' votes than 'for' votes to tender their resignation[328](index=328&type=chunk)