UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F/A
(Amendment No. 1)



ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2019



Commission file number 001-04192



SCULLY ROYALTY LTD.

(Exact name of Registrant
as specified in its charter)



Cayman Islands

(Jurisdiction of incorporation or organization)



Unit 803, Dina House, Ruttonjee Centre,
11 Duddell Street, Hong Kong SAR, China

(Address of office)



|Michael J. Smith
        Unit 803, Dina House
        Ruttonjee Centre
        11 Duddell Street
        Hong Kong SAR, China
        Telephone: 1 (844) 331-3343
        Facsimile: + (852) 2840-1260 | with a copy to:
        H.S. Sangra
        Sangra Moller LLP
        1000 Cathedral Place, 925 West Georgia
        Street
        Vancouver, British Columbia, Canada V6C
        3L2
        Facsimile: +1 604-669-8803
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of each class                      | Trading Symbol(s) | Name of each exchange on which registered
|---------------------------------------- | ----------------- | -----------------------------------------
|Common Shares of US$0.001 par value each | SRL               | New York Stock Exchange                  



Securities registered or to be registered
pursuant to Section 12(g) of the Act: None.



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None.



Indicate the number of outstanding shares
of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.



There were 12,554,801 Common Shares of
US$0.001 par value each issued and outstanding as at December 31, 2019.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈ YES     x NO



If this report is an annual
or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.    ̈ YES     x NO



Note – Checking the box
above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 from their obligations under those Sections.



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.  x YES      ̈ NO



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x YES      ̈ NO



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "large
accelerated filer, "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ̈ | Accelerated
filer  ̈ | Non-accelerated
filer x  
|------------------------- | ------------------- | -------------------------
|                          |                     | Emerging
growth company  ̈



If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a)
of the Exchange Act.    ̈



†The term "new or revised financial
accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.



Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP   ̈ | International Financial Reporting
Standards as issued by the International Accounting Standards Board   x | Other   ̈
|------------ | --------------------------------------------------------------------------------------------------------- | --------



If "Other" has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow.  ̈ Item 17      ̈ Item 18



If this is an annual report, indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ̈
YES x NO



















EXPLANATORY NOTE



This Amendment No. 1 on Form 20-F/A (the
 "Amendment") is being filed by Scully Royalty Ltd. (the "Company") to amend the Company's annual report on
Form 20-F for the fiscal year ended December 31, 2019, originally filed with the U.S. Securities and Exchange Commission (the "SEC")
on May 11, 2020 (the "Original Filing"). The Company is filing this Amendment solely to state that the Original Filing
was delayed in reliance upon the order under Section 36 of the Securities Exchange Act of 1934issued by the Securities
and Exchange Commission (the "SEC") and dated March 25, 2020, which provided conditional relief to public companies that
are unable to meet a filing deadline due to circumstances related to the novel coronavirus ("COVID-19") (Release No.
34-88465) (the "Order") by, among other things, providing an up to 45 day extension to the filing deadline for annual
reports on Form 20-F. As previously disclosed on a Form 6-K filed by the Company on April 30, 2020, the Company required additional
time to finalize the Original Filing due to circumstances related to COVID-19. The disruption created by COVID-19, including the
move to remote working environments, travel and other measures put in place in response to the pandemic, to staffing, filing service
providers and professional advisors that are part of the Company's reporting processes delayed the Company's ability to file the
Original Filing.



Except as described above, the Amendment
does not amend any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of
the Original Filing on May 11, 2020. Accordingly, the Amendment should be read in conjunction with the Original Filing and with
our filings with the SEC subsequent to the Original Filing.



ITEM 19:EXHIBITS



|ExhibitNumber | Description                                                                                        
|------------- | ---------------------------------------------------------------------------------------------------
|12.1*         | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|12.2*         | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



* Filed or furnished with the Amendment.










SIGNATURES



The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
Amendment on its behalf.



Date: May 15, 2020



| | SCULLY ROYALTY LTD.                  
| | -------------------------------------
| |                                      
| | /s/ Michael J. Smith                 
| | Michael J. Smith                     
| | President and Chief Executive Officer