Uranium Royalty Corp. Announces Filing and Mailing of the Management Information Circular in Connection with the Special Meeting of Shareholders to Approve Proposed Plan of Arrangement with Sweetwater Investors and Announces Exchangeable Share Election Deadline

Rhea-AI Summary

Uranium Royalty (NASDAQ:UROY) filed and mailed its management information circular for a July 20, 2026 special meeting to approve a US$1.14 billion plan of arrangement with Sweetwater Investors, combining URC with their ~92% interest in trona royalty assets into publicly traded New URC.

Shareholders will receive one New URC share per URC share, with eligible Canadian holders able to elect exchangeable shares. Sweetwater Investors are slated to receive US$330 million in cash plus 223,252,749 New URC shares, and major insiders holding 14.37% have agreed to support the deal.

Positive

• Sweetwater Investors contribute ~92% interest in trona royalty entities for US$1.14 billion total consideration
• Sweetwater Investors receive US$330 million cash plus 223,252,749 New URC shares at US$3.64 deemed value
• Transaction expected to be accretive to net asset value, cash flow and earnings per share
• New URC expected to list on Nasdaq as parent of combined royalty platform
• Post-deal land position includes ~850,000 acres surface rights and ~4.5 million acres mineral rights
• Operations expected to increase attributable soda ash production capacity by over 60% without material capital from New URC

Negative

• Issuance of 223,252,749 New URC shares implies substantial ownership dilution for existing shareholders
• Orion Sellers and Ontario Teachers expected to own ~43% and ~16% of New URC shares, concentrating ownership
• Arrangement requires at least two-thirds shareholder approval plus majority-of-minority vote under MI 61-101
• Completion also depends on a court determination that the arrangement is fair and reasonable

News Market Reaction – UROY

+1.81%

+1.81% Session close to close

In the Jun 29 session, UROY gained 1.81%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement advances shareholder approval for a Sweetwater combination involving about US$1.14...

Analysis

This announcement advances shareholder approval for a Sweetwater combination involving about US$1.14 billion of consideration and major land and royalty interests. Key risks include integration and large share issuance; investors will watch the July meeting vote outcome closely.

Key Figures

Aggregate consideration: US$1.14 billion Sweetwater interest acquired: 92% Cash component: US$330 million +5 more

8 metrics

Aggregate consideration US$1.14 billion Total consideration to Sweetwater Investors under the Arrangement

Sweetwater interest acquired 92% Stake in entities holding trona royalty assets and landholdings

Cash component US$330 million Cash payable to Sweetwater Investors under the Arrangement

New URC shares issued 223,252,749 shares New URC Shares to Sweetwater Investors at closing

Deemed share value US$3.64 per share Deemed value of New URC Shares under the Arrangement Agreement

Surface rights 850,000 acres Approximate fee surface rights expected for New URC post-Arrangement

Mineral rights 4.5 million acres Approximate mineral rights in fee expected for New URC

Capacity growth 60%+ increase Expected increase in attributable soda ash production capacity over coming years

Historical Context

2 past events · Latest: May 01 (Positive)

Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
May 01	Private placement funding	Positive	+0.3%	Closed US$40M subscription receipt placement to help fund Sweetwater transaction.
Apr 16	Sweetwater combination terms	Positive	-4.1%	Announced transformational Sweetwater combination with large cash-and-share consideration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent Sweetwater-related announcements have produced mixed reactions, with a mild gain on financing news but a notable selloff on the initial combination announcement.

Key Terms

plan of arrangement, management information circular, exchangeable shares, canada business corporations act, +2 more

6 terms

plan of arrangement regulatory

"approve a proposed plan of arrangement (the "Plan of Arrangement") between URC"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

management information circular regulatory

"it has filed and mailed its management information circular (the "Circular")"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

exchangeable shares financial

"Eligible Holders will be entitled to elect... to receive exchangeable shares of a Canadian subsidiary"

Exchangeable shares are stock-like securities that the holder can swap for shares of a different company or a different class of shares, usually according to a preset ratio and time conditions. Think of them like a coupon that can be redeemed for another product: their value and future supply depend on the underlying shares they convert into, so investors care because conversion can change ownership stakes, affect share supply and price, and shift potential returns or voting power.

canada business corporations act regulatory

"by way of a statutory plan of arrangement under the Canada Business Corporations Act"

A federal Canadian law that sets the rules for forming, running and dissolving corporations incorporated under federal jurisdiction. It covers basic things like how boards and shareholders make decisions, what records must be kept, and rules for mergers and share transfers. Investors care because it defines their legal rights, how companies are governed and how corporate actions (like takeovers or dividend changes) are approved—think of it as the rulebook that shapes how their ownership is protected and how value is created or changed.

mi 61-101 regulatory

"excluding URC Shares held by certain "related parties" and "interested parties" in accordance with MI 61-101"

MI 61-101 is a Canadian securities rule that sets procedures for major deals involving insiders or controlling shareholders, requiring independent valuations, extra disclosure and often shareholder approval to protect minority holders. It matters to investors because it acts like an impartial referee and independent appraiser, reducing the chance that people in control can push through unfair sales, mergers or asset transfers that would harm ordinary shareholders.

letter of transmittal and election form regulatory

"you must complete and deposit the Letter of Transmittal and Election Form"

A letter of transmittal and election form is a single document shareholders use to hand over their stock certificates and choose how they want to be paid in a corporate transaction, such as picking cash or new shares. Think of it as a combination return envelope and choice form that determines what you receive, when you get it, and how the transfer is recorded—details that directly affect your cash flow, taxes, and ownership stake.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• The board of directors of Uranium Royalty Corp unanimously recommends shareholders vote FOR the Arrangement Resolution.
• Your vote is important no matter how many shares you hold. Vote today!
• Shareholders who have questions or need assistance with voting their shares may contact Uranium Royalty Corp.'s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1‑877‑452‑7184 (toll-free in North America), 1-416-304-0211 (collect calls outside North America), by texting "INFO" to either number or by email at assistance@laurelhill.com.

VANCOUVER, BC, June 26, 2026 /PRNewswire/ - Uranium Royalty Corp. (NASDAQ: UROY) (TSX: URC) ("URC" or the "Company") is pleased to announce that it has filed and mailed its management information circular (the "Circular") and related proxy materials for its special meeting of shareholders (the "Meeting"), that will be held in-person at 1021 West Hastings Street, Suite 2200, Vancouver, British Columbia, Canada V6E 0C3 on July 20, 2026, at 9:00 a.m. (Vancouver time). The Circular and related proxy materials are now available under URC's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.uraniumroyalty.com/investor-centre/shareholder-meetings/.

At the Meeting, URC shareholders (the "Shareholders") will be asked to consider and vote on a special resolution (the "Arrangement Resolution"), to approve a proposed plan of arrangement (the "Plan of Arrangement") between URC and certain affiliated entities of Orion Resource Partners (USA) LP (the "Orion Sellers") and HRG Metals LP ("Ontario Teachers'", and together with the Orion Sellers, the "Sweetwater Investors"), a subsidiary of the Ontario Teachers' Pension Plan, as contemplated by an arrangement agreement, dated as of April 16, 2026, by and between the Company and the Sweetwater Investors (as amended, supplemented or otherwise modified from time to time, the "Arrangement Agreement"), pursuant to which the Sweetwater Investors agreed to contribute and sell their approximately 92% interest in certain entities holding trona royalty assets and landholdings in Wyoming, Utah and Colorado, United States (the "Sweetwater Entities"), to a newly formed parent company ("New URC") and the Company for aggregate consideration to the Sweetwater Investors of approximately US$1.14 billion, payable in a combination of cash and shares of New URC.

The transaction (the "Arrangement") will be effected by way of a statutory plan of arrangement under the Canada Business Corporations Act and will result in the combination of the Company and the Sweetwater Investors' approximately 92% interest in the Sweetwater Entities under New URC. Upon completion of the Arrangement, New URC is expected to be a publicly traded parent of the combined group listed on The Nasdaq Stock Market LLC.

Under the terms of the Arrangement Agreement, each Shareholder will receive one common share of New URC (a "New URC Share") for each URC share (each a "URC Share") held, subject to approval of the Arrangement by Shareholders, provided that certain eligible Canadian Shareholders ("Eligible Holders") will be entitled to elect, in respect of all or a portion of their URC Shares, to receive exchangeable shares of a Canadian subsidiary of New URC (the "Exchangeable Shares") in lieu of New URC Shares, on a one-for-one basis. Each Exchangeable Share will be exchangeable for one New URC Share (subject to customary adjustments) in accordance with the terms of the exchangeable share provisions, as further set out in the Circular.

Under the Arrangement, the Sweetwater Investors will receive approximately US$330 million in cash from the Company and 223,252,749 New URC Shares at a deemed value of US$3.64 per share, subject to adjustment under the Arrangement Agreement.

Recommendation of the Board and the Special Committee

A special committee of URC's board of directors (the "Board"), composed of independent directors (the "Special Committee"), advised the Board that, after careful consideration of the fairness opinion of Paradigm Capital Inc., the financial advisor to the Special Committee, and such other matters as it considered relevant, including, among other things, (i) the review and consideration by the Special Committee of the terms and conditions of the Arrangement Agreement and the Plan of Arrangement, (ii) the financial and legal advice received by the Special Committee in respect of the Arrangement, and (iii) the Special Committee's review of the alternatives reasonably available to the Company, the Special Committee has unanimously recommended to the Board that it authorize and approve the Company entering into the Arrangement and the performance of its obligations thereunder and recommend to Shareholders that they vote in favour of the Arrangement Resolution.

After careful consideration, the Board, acting on the unanimous recommendation of the Special Committee, and based on its considerations and investigations, including a thorough review of the Arrangement, the Arrangement Agreement and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and its financial and legal advisors, has unanimously determined that the Arrangement is fair to the Shareholders and that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company. Accordingly, the Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

Reasons for the Recommendation

In summary, in reaching its unanimous recommendation that Shareholders vote FOR the Arrangement Resolution, the Board determined that the Arrangement presents a unique opportunity for the Company to create a larger, more diversified and cash-flowing royalty platform with significant long-term growth potential. The following is a summary of certain business and strategic factors considered and relied upon by the Board in reaching its determinations:

• Immediate and Significant Cash Flow. The Arrangement would add a well-established, unique, cash-flowing royalty portfolio with relatively long mine lives. These interests would be underpinned by established and experienced operators and generate significant cash flows.
• Enhanced Scale and Market Visibility. The additional future cash flows from the assets of the Sweetwater Entities would uniquely position New URC with a strengthened balance sheet to carry out its business strategy of pursuing additional value-enhancing uranium royalty acquisitions. The transaction would also be accretive to net asset value, cash flow and earnings per share. Among other things, the Arrangement is expected to position New URC more attractively to institutional investors and enhance its market visibility.
• Addition of Supportive Institutional Shareholders. On closing of the Arrangement, the Orion Sellers and Ontario Teachers' are expected to hold approximately 43% and 16%, respectively (prior to the effects of any additional concurrent financing), of the outstanding New URC Shares. Each of them has agreed to execute an investors' rights agreement (the "Investors' Rights Agreement") at the closing of the Arrangement, which includes, among other things, agreements to vote in favour of management recommendations in respect of matters before shareholders of New URC for a period of two years after closing, subject to certain exceptions. They also include provisions providing for notices of certain sales and certain restrictions on dispositions, designed to help preserve control premiums for New URC Shareholders.
• Strategic Land Position with Additional Optionality. On closing of the Arrangement, New URC is expected to be one of the largest public company landowners in the United States (excluding real estate investment trusts) and one of the largest landowners in Wyoming (with approximately 850,000 acres of fee surface rights and approximately 4.5 million acres of mineral rights in fee). The Sweetwater Entities' extensive land package covers Wyoming's Green River Basin, the world's largest known trona deposit and would provide an element of control uncommon in the royalty space.
• Future Growth Profile. The Sweetwater Entities' operations have or are undertaking production expansions and based on operator disclosures and information, are expected to increase attributable soda ash production capacity by over 60% in the coming years, without requiring material additional capital investment from New URC. Greenfield projects have the potential to further increase total royalty attributable capacity over the longer term. Additionally, the Sweetwater Entities' operations include renewable development opportunities, greenfield trona potential, and non-trona land with optionality and potential for future growth.
• Enhanced Uranium Optionality. The Sweetwater Entities' land position would provide potential uranium exploration in Wyoming, the leading U.S. state for uranium production and resources.

Required Approvals

The Arrangement Resolution must be approved, with or without variation, (i) by the affirmative vote of at least two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting and (ii) by a simple majority of the votes cast on the Arrangement Resolution by such Shareholders, excluding URC Shares held by certain "related parties" and "interested parties" in accordance with MI 61-101. The Arrangement is also subject to a determination of the Supreme Court of British Columbia that the Arrangement is fair and reasonable, both procedurally and substantively, to Shareholders.

Voting Support Agreements

Senior officers and directors of the Company, along with the Company's largest Shareholder, Uranium Energy Corp., have entered into support and voting agreements with the Sweetwater Investors pursuant to which they have agreed to vote, or cause to be voted, all of the securities of the Company held or controlled by them in favour of the Arrangement Resolution (representing approximately 14.37% of the issued and outstanding URC Shares).

Shareholder Questions and Voting Assistance

Shareholders who have questions about the information contained in the Circular or need assistance with voting their shares may contact the Company's proxy solicitation agent, Laurel Hill Advisory Group:

Laurel Hill Advisory Group
Toll-Free: 1-877-452-7184 (for Shareholders in North America)
International: 1-416-304-0211 (collect call for Shareholders outside North America)
Text Message: Text "Info", to 1-416-304-0211 or 1-877-452-7184.
By Email: assistance@laurelhill.com

Election Deadline

If you are a registered Shareholder who is an Eligible Holder (or hold URC Shares on behalf of an Eligible Holder) and wish to receive Exchangeable Shares as the form of consideration for all or part of your URC Shares, you must complete and deposit the Letter of Transmittal and Election Form provided with the Meeting materials by 5:00 p.m. ET on Thursday, July 23, 2026 (the "Election Deadline"). A copy of the Letter of Transmittal and Election Form is also available under the Company's profile on SEDAR+.

Only registered Shareholders should complete and deposit the Letter of Transmittal and Election Form directly. Eligible Holders whose URC Shares are registered in the name of an intermediary should contact their intermediary as soon as possible for instructions and assistance in delivering any certificate(s) or DRS statement(s) representing their URC Shares and, if applicable, making an election with respect to the form of consideration they wish to receive. Beneficial owners should be aware that their intermediary's deadline for electing Exchangeable Shares may be earlier than the Election Deadline.

If an Eligible Holder does not make a valid election to receive Exchangeable Shares in accordance with the applicable procedures and deadlines, including, in the case of a registered Shareholder, by depositing a properly completed Letter of Transmittal and Election Form prior to the Election Deadline or, in the case of a beneficial owner whose URC Shares are held through an intermediary, by providing the required instructions and materials to such intermediary in accordance with the intermediary's procedures and deadlines, such Eligible Holder will receive, in respect of each URC Share for which no valid election was made, the consideration to which they are entitled in the form of New URC Shares.

About Uranium Royalty Corp.

URC is the world's only uranium-focused royalty and streaming company and the only pure-play uranium listed company on the NASDAQ. URC provides investors with uranium commodity price exposure through strategic acquisitions in uranium interests, including royalties, streams, debt and equity in uranium companies, as well as through trading of physical uranium.

Forward-Looking Information

Certain statements in this news release may constitute "forward-looking information", including those regarding the terms of any potential concurrent financing and the expected completion and use of proceeds thereof, which ultimately remains the subject of the Company's discretion. Forward-looking information includes statements that address or discuss activities, events or developments that the Company expects or anticipates may occur in the future. Forward-looking statements include, but are not limited to statements with respect completion of the Arrangement and the timing thereof; receipt of required shareholder, court, stock exchange, regulatory and other approvals; the anticipated ownership, governance, capitalization and listing of New URC following completion of the Arrangement; the anticipated consideration payable under the Arrangement; the anticipated benefits of the Arrangement, including enhanced scale, diversification, cash flow, accretion, market visibility and growth potential; the anticipated effects of the Investors' Rights Agreement and related arrangements; and expected production expansions and future growth opportunities associated with the Sweetwater Entities' operations and the Sweetwater Entities' land package. When used in this news release, words such as "estimates", "expects", "plans", "anticipates", "will", "believes", "intends" "should", "could", "may" and other similar terminology are intended to identify such forward-looking information. Statements constituting forward-looking information reflect the current expectations and beliefs of the Company's management. These statements involve significant uncertainties, known and unknown risks, uncertainties and other factors and, therefore, actual results, performance or achievements of the Company and its industry may be materially different from those implied by such forward-looking statements. They should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from such forward-looking information, including, without limitation, risks inherent to royalty companies, any inability to satisfy the conditions of the Arrangement, market conditions, share price, uranium price volatility and risks related to the operators of the projects underlying the Company's existing and proposed interests and those other risks described in filings with Canadian securities regulators and the U.S. Securities and Exchange Commission. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should exercise caution in relying upon forward-looking information and the Company undertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by law.

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SOURCE Uranium Royalty Corp.

FAQ

What is Uranium Royalty (UROY) asking shareholders to approve at the July 20, 2026 special meeting?

Shareholders are being asked to approve a plan of arrangement combining Uranium Royalty with Sweetwater Investors’ trona royalty interests into New URC. According to the company, the deal totals about US$1.14 billion in cash and shares and needs supermajority approval.

What consideration will Sweetwater Investors receive in the Uranium Royalty (UROY) arrangement?

Sweetwater Investors are set to receive approximately US$330 million in cash and 223,252,749 New URC shares at a deemed value of US$3.64 per share. According to Uranium Royalty, this reflects their ~92% interest in trona royalty and landholding entities.

What will Uranium Royalty (UROY) shareholders receive if the New URC arrangement is approved?

Each Uranium Royalty shareholder will receive one New URC share for every URC share held. According to the company, certain eligible Canadian holders may instead elect exchangeable shares on a one-for-one basis, which are later exchangeable into New URC shares under defined terms.

When is the exchangeable share election deadline for eligible Uranium Royalty (UROY) shareholders?

The election deadline for eligible Canadian holders to choose exchangeable shares is 5:00 p.m. ET on July 23, 2026. According to Uranium Royalty, registered shareholders must submit a completed Letter of Transmittal and Election Form before this time to make a valid election.

What ownership stakes will Orion and Ontario Teachers hold in New URC after the Uranium Royalty (UROY) deal?

After closing, Orion Sellers are expected to hold about 43% and Ontario Teachers around 16% of New URC shares, before any concurrent financing. According to Uranium Royalty, both investors will sign an investors’ rights agreement including voting commitments and sale restrictions.

What approvals are required for Uranium Royalty’s (UROY) proposed plan of arrangement with Sweetwater Investors?

The arrangement needs at least two-thirds of votes cast plus a simple majority of minority shareholders under MI 61-101. According to Uranium Royalty, it also requires a Supreme Court of British Columbia determination that the transaction is procedurally and substantively fair to shareholders.