6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2022

Commission File Number: 000-15688

NOMAD ROYALTY COMPANY LTD.

(Translation of registrant’s name into English)

1275 Av. des Canadiens-de-Montréal, Suite 500
Montreal, Québec H3B 0G4

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐     Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SUBMITTED HEREWITH

Exhibit
Number	Description of Exhibit
99.1	Press Release dated January 20, 2022
99.2	Material Change Report dated January 21, 2022

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NOMAD ROYALTY COMPANY LTD.

/s/ Vincent Metcalfe

Vincent Metcalfe

Chief Executive Officer

Dated: January 21, 2022

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EX-99.1

EXHIBIT 99.1

NOMAD ROYALTY COMPANY ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED C$42.5 MILLION BOUGHT DEAL FINANCING

Not for distribution to U.S. news wire services or dissemination in the United States

Montreal, Québec – January 20, 2022 TSX:NSR

Nomad Royalty Company Ltd. ("Nomad" or the "Company") (TSX: NSR) is pleased to announce today that it has closed its previously announced public offering on a bought deal basis of an aggregate of 4,675,000 common shares (the “Common Shares”), which includes 275,000 Common Shares issued upon partial exercise of the over-allotment option granted to the Underwriters, at a price of C$9.10 per Common Share, for gross proceeds to the Company of approximately C$42.5 million (the “Offering”).

The Offering was completed through a syndicate of underwriters (the “Underwriters”). The Common Shares were offered by way of a prospectus supplement dated January 13, 2022 to the Company’s base shelf prospectus dated September 30, 2020, filed with the securities regulators in each of the provinces of Canada, copies of which are available under the Company’s profile on SEDAR at www.sedar.com.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CONTACT INFORMATION

For more information about Nomad Royalty Company, please visit our website at www.nomadroyalty.com or email us:

Vincent Metcalfe, CEO	Joseph de la Plante, CIO
vmetcalfe@nomadroyalty.com	jdelaplante@nomadroyalty.com

ABOUT NOMAD

Nomad Royalty Company Ltd. is a gold & silver royalty company that purchases rights to a percentage of the gold or silver produced from a mine, for the life of the mine. Nomad owns a portfolio of 17 royalty and stream assets, of which 8 are on currently producing mines. Nomad plans to grow and diversify its low-cost production profile through the acquisition of additional producing and near-term producing gold & silver streams and royalties. For more information please visit: www.nomadroyalty.com.

Nomad Royalty Company Ltd.

500-1275 ave. des Canadiens-de-Montréal

Montreal, Québec H3B 0G4 nomadroyalty.com

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Forward-looking statements

This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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EX-99.2

EXHIBIT 99.2

Form 51-102F3

Material Change Report

1.	Name and Address of Company
	Nomad Royalty Company Ltd. (“Nomad”) 1275 Av. des Canadiens-de-Montréal Suite 500 Montreal, Québec H3B 0G4

2.	Date of Material Change
	January 11, 2022 and January 20, 2022.

3.	News Release
	Nomad issued press releases with respect to the material changes described below on January 11, 2022 and January 20, 2022 via CNW Telbec. Copies of the press releases are available under Nomad’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov/edgar.

4.

Summary of Material Change

On January 11, 2022, Nomad entered into an agreement with a syndicate of underwriters (the “Underwriters”), pursuant to which the Underwriters agreed to buy on a bought deal basis 4,400,000 common shares of Nomad (the “Common Shares”), at a price of C$9.10 per Common Share for gross proceeds to Nomad of approximately C$40 million (the “Offering”). Nomad granted to the Underwriters an option (the “Over-Allotment Option”), exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. On January 20, 2022, Nomad completed the Offering, at which it issued an aggregate of 4,675,000 Common Shares, including 275,000 Common Shares issued upon partial exercise of the Over-Allotment Option by the Underwriters, at a price of C$9.10 per Common Share, for gross proceeds to Nomad of approximately C$42.5 million.

5. Full Description of Material Change

5.1.

Full Description of Material Change

January 11, 2022: On January 11, 2022, Nomad entered into an agreement with the Underwriters, pursuant to which the Underwriters agreed to buy on a bought deal basis 4,400,000 Common Shares at a price of C$9.10 per Common Share for gross proceeds to Nomad of approximately C$40 million. Nomad granted to the Underwriters an Over-Allotment Option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any.

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January 20, 2022: On January 20, 2022, Nomad completed the Offering, at which it issued an aggregate of 4,675,000 Common Shares, including 275,000 Common Shares issued upon partial exercise of the Over-Allotment Option, at a price of C$9.10 per Common Share, for gross proceeds to Nomad of approximately C$42.5 million.  The Offering was completed through the Underwriters. In connection with the Offering the Underwriters received a cash commission equal to 5% of the gross proceeds of the Offering. The Common Shares were offered by way of a prospectus supplement dated January 13, 2022 (the “Prospectus Supplement”) to Nomad’s base shelf prospectus dated September 30, 2020, filed with the securities regulators in each of the provinces of Canada, copies of which are available under the Company’s profile on SEDAR at www.sedar.com. Nomad intends to use the net proceeds from the Offering to support its recently completed gold stream transactions on the Greenstone Gold project and the Platreef palladium-rhodium-platinum-nickel-copper-gold project (collectively, the “Stream Transactions”), and for general corporate purposes, as further described in the Prospectus Supplement. More specifically, Nomad intends to use the proceeds to reimburse amounts drawn on its credit facility to finance (a) the first deposits made pursuant to Stream Transactions; and (b) the acquisition of a majority ownership interest in Compania Minera Caserones. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
5.2.	Disclosure required for a “Restructuring Transaction”
Not applicable.

6.	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable.

7.	Omitted Information
	Not applicable.

8.	Executive Officer
	The executive officer who can answer questions regarding this report is Mr. Vincent Metcalfe, Chief Executive Officer of Nomad. Mr. Metcalfe can be reached at (438) 538-7555 or vmetcalfe@nomadroyalty.com.

9.	Date of Report
	January 21, 2022.

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