Uranium Royalty Corp. SEC Filings

Uranium Royalty Corp. completed its previously announced Sweetwater plan of arrangement, combining the company with trona royalty and landholding entities in Wyoming, Utah and Colorado under a new U.S.-domiciled parent, also named Uranium Royalty Corp. (New URC). Sweetwater investors received aggregate consideration of approximately US$1.14 billion, including about US$330 million in cash and 223,252,749 New URC shares at a deemed price of US$3.64 per share. Existing shareholders, Orion sellers and Ontario Teachers’ Pension Plan now hold roughly 41%, 43% and 16% of New URC on a fully diluted basis.

The transaction adds a cash-flowing royalty portfolio and a major land position, including approximately 850,000 acres of fee surface rights and about 4.5 million acres of mineral rights, anchored by the world’s largest known trona deposit. Management states the deal is expected to be accretive to net asset value, cash flow and earnings per share, with soda ash expansions anticipated to increase attributable production capacity by more than 60% without additional capital from New URC. To help fund the cash portion, New URC entered a senior secured revolving credit facility of up to US$50 million, drawing US$40 million as a bridge loan. New URC will trade solely on Nasdaq, while the legacy TSX listing will be delisted and the company seeks to cease Canadian reporting issuer status.

Uranium Royalty Corp. shareholders approved a statutory plan of arrangement that will combine the company with the Sweetwater Entities under a new Delaware parent, New URC. The Sweetwater Investors agreed to contribute and sell their approximately 92% interest in entities holding trona royalty assets and land in Wyoming, Utah and Colorado.

Shareholders voted 58,914,050 for and 339,622 against the Arrangement Resolution, with support of 99.43% of votes cast. Closing is currently expected on or about July 27, 2026, subject to a final order from the Supreme Court of British Columbia and customary closing conditions. If completed, New URC common stock is expected to list on NASDAQ and the company’s existing TSX-listed shares are expected to be delisted, each on or about July 28, 2026. Andy Marshall will step down as CFO effective July 29, 2026, when Eason Chen will become Interim CFO.

Uranium Royalty Corp. is asking shareholders to approve a proposed plan of arrangement to combine with the Sweetwater Investors’ approximately 92% interest in trona royalty assets and landholdings in the U.S. for about US$1.14 billion in cash and New URC shares.

The Sweetwater Investors would receive about US$330 million in cash and 223,252,749 New URC shares at a deemed value of US$3.64 per share. Existing shareholders would receive one New URC share for each URC share, with eligible Canadian holders able to elect tax-efficient exchangeable shares.

A special committee of independent directors and the full board unanimously determined the transaction is in the company’s best interests and recommend voting in favour. Senior officers, directors and the largest shareholder have support agreements covering about 14.37% of outstanding shares. The special meeting is scheduled for July 20, 2026, with an exchangeable share election deadline of July 23, 2026.

Uranium Royalty Corp. filed a Form 6-K that incorporates an NI 43-101 technical report on nonoperating trona royalty interests in Wyoming tied to a proposed business combination to acquire the Sweetwater Entities. The report describes SWTRE’s portfolio of sodium/trona leases over about 250,386 acres of mineral rights and 206,278 acres of surface rights within the Green River Basin’s Known Sodium-Leasing Area.

SWTRE typically earns an 8% production royalty on net soda ash sales from leases covering 108,934 acres operated by WE Soda, American Soda, Şişecam and Tata. The basin hosts the world’s largest trona deposit and long-life mining operations, but the report notes risks from export-dependent pricing, increasing solution-mining capacity, water availability under the Colorado River Compact and geotechnical uncertainties at certain mines.

Uranium Royalty Corp. amended a Schedule 13G to report that Global X Management Company LLC beneficially owns 8,409,686 common shares, representing 5.74% of the class. The filing lists sole voting and dispositive power over those shares.

The cover identifies the class as common shares without par value (CUSIP 91702V101); certain investment companies managed by GXMC are noted as the parties on whose behalf some ownership is held. The filing is signed by GXMC's CEO.

Uranium Royalty Corp. has closed a previously announced private placement of subscription receipts to Uranium Energy Corp. for aggregate gross proceeds of US$40 million at US$3.64 per Subscription Receipt. The funds are held in escrow and will only be released if all escrow release conditions tied to the proposed Sweetwater Royalties combination and shareholder approval of the Arrangement are satisfied.

Each Subscription Receipt will convert into one URC common share immediately prior to closing of the Arrangement, if completed. If the conditions are not met by the outside date or the Arrangement is terminated, the Subscription Receipts will expire and UEC will receive its subscription amount back. Assuming conversion, UEC’s beneficial ownership would increase to 28,967,375 URC shares, or about 18.40% of 157,471,518 shares on a non-diluted basis.

Uranium Energy Corp. filed an amended Schedule 13D showing its updated stake in Uranium Royalty Corp. Following recent purchases, it reports beneficial ownership of 28,967,375 common shares, representing about 18.4% of Uranium Royalty’s outstanding common stock as of early May 2026.

The position includes 17,978,364 common shares and 10,989,011 subscription receipts that convert into common shares on a one-for-one basis, acquired on April 29, 2026 at US$3.64 per subscription receipt in an offering by the issuer. Uranium Energy states it is an insider of Uranium Royalty and may buy or sell additional securities depending on market conditions and strategic considerations.

The filing also notes a voting support agreement dated April 16, 2026 related to an arrangement agreement among Uranium Royalty, affiliated entities of Orion Resource Partners (USA) LP and HRG Metals LP, under which Uranium Energy agreed to vote its shares in support of the proposed arrangement.

Uranium Royalty Corp. plans a transformative combination with entities owning 92% of Sweetwater Royalties LLC, valuing Sweetwater at about US$1.9 billion (including US$625 million of debt) and implying roughly US$1.1 billion of equity to be acquired.

A new U.S.-domiciled parent, also called Uranium Royalty Corp. (New URC), will seek listing on the Nasdaq Capital Market. Sellers Orion Resource Partners and Ontario Teachers’ Pension Plan are slated to receive about US$330 million in cash and US$813 million in New URC shares at US$3.64 per share, subject to adjustments.

Existing URC shareholders, Orion and Ontario Teachers’ are expected to own approximately 41%, 43% and 16% of New URC, respectively, after closing. The deal requires at least 66⅔% shareholder approval, court and regulatory clearances, and listing approval. A US$40 million subscription from Uranium Energy Corp. will help fund cash consideration, alongside URC’s cash and liquidity, with further external financing anticipated.