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Uranium Royalty Corp. (NASDAQ: UROY) shareholders approve Sweetwater arrangement deal

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

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.

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Filing Explained

Shareholder approval is secured, but completion remains conditional and New URC securities are not registered for U.S. offering.

The filing records shareholder approval of the arrangement, but completion remains subject to a final court order and closing conditions, and it also states that New URC securities to be issued under the arrangement will not be registered in the United States and may not be offered or sold there without registration or an applicable exemption.

For the vote excluding parties whose votes had to be omitted under MI 61-101, the resolution required at least two-thirds of votes cast and a simple majority; it received 38,022,286 votes for and 339,621 against, or 99.11% for.

The filing incorporates its exhibits by reference into the company’s Form F-10 registration statement, to the extent they are not superseded by later filings.

Interest in Sweetwater Entities 92% Approximate interest in entities holding trona royalty assets and land to be contributed and sold
Votes For (all shareholders) 58,914,050 Votes in favor of the Arrangement Resolution by all shareholders present or by proxy
Votes Against (all shareholders) 339,622 Votes against the Arrangement Resolution by all shareholders present or by proxy
Support Percentage (all shareholders) 99.43% Percentage of votes cast in favor of the Arrangement Resolution by all shareholders
Minority Votes For 38,022,286 Votes in favor by shareholders excluding those required to be excluded under MI 61-101
Minority Support Percentage 99.11% Percentage of votes cast in favor by shareholders excluding related parties under MI 61-101
Expected Closing Date July 27, 2026 Currently expected closing date of the arrangement, subject to court order and conditions
CFO Transition Effective Date July 29, 2026 Effective date for Andy Marshall stepping down and appointment of Interim CFO Eason Chen
plan of arrangement regulatory
"shareholder approval of its previously announced plan of arrangement, as contemplated"
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.
trona royalty assets financial
"their approximately 92% interest in certain entities holding trona royalty assets and landholdings"
statutory plan of arrangement regulatory
"approving a statutory plan of arrangement under the Canada Business Corporations Act"
A statutory plan of arrangement is a formal, court‑approved legal process companies use to reorganize, merge, buy or change the rights of shareholders and creditors. Think of it like a referee‑backed roadmap that stakeholders vote on and a judge signs off so the deal can bind everyone, even those who disagree; investors care because it can change ownership, share value, voting rights and timelines for receiving cash or new securities.
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions regulatory
"excluding the votes of certain related parties as required by Multilateral Instrument 61-101 – Protection"
reporting issuer regulatory
"it is expected the Company will cease to be a reporting issuer in all jurisdictions of Canada"
A reporting issuer is a company or investment fund legally required to provide regular, public financial and corporate updates to securities regulators and investors. For investors it matters because those routine filings act like a business’s recurring health reports—offering consistent, official information to assess performance, risks and value so people can make informed buy, sell or compare decisions.
forward-looking information regulatory
"Certain statements in this news release may constitute “forward-looking information” within the meaning"
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.

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

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FAQ

What did Uranium Royalty Corp. (UROY) shareholders approve at the July 20, 2026 meeting?

Shareholders approved a statutory plan of arrangement combining Uranium Royalty Corp. with the Sweetwater Entities under a new Delaware parent, New URC. The deal involves Sweetwater Investors contributing their 92% interest in trona royalty and landholding entities in the U.S. West.

How strong was shareholder support for Uranium Royalty Corp. (UROY)’s arrangement resolution?

Support was very high, with 58,914,050 votes for and 339,622 against, representing 99.43% of votes cast. Excluding certain related parties under MI 61-101, 99.11% of votes were in favor, indicating broad backing from minority shareholders.

When is Uranium Royalty Corp. (UROY)’s Sweetwater arrangement expected to close and take effect?

Closing is currently expected on or about July 27, 2026, subject to a final court order and customary closing conditions. Around July 28, 2026, New URC stock is expected to list on NASDAQ and the company’s TSX shares are expected to be delisted.

What listing and reporting changes are expected for Uranium Royalty Corp. (UROY) after the arrangement?

Subject to completion of the arrangement, New URC common stock is expected to be listed on NASDAQ on or about July 28, 2026. The company’s common shares are expected to be delisted from the TSX and it expects to cease being a reporting issuer in Canada.

What executive management change did Uranium Royalty Corp. (UROY) disclose in connection with the arrangement?

Andy Marshall will step down as Chief Financial Officer following completion of the arrangement, effective July 29, 2026. Eason Chen will be appointed Interim Chief Financial Officer at that time, while the company acknowledged and thanked Mr. Marshall for his service.

Who are the Sweetwater Investors in Uranium Royalty Corp. (UROY)’s transaction and what are they contributing?

The Sweetwater Investors are certain affiliated entities of Orion Resource Partners (USA) LP and HRG Metals LP. They agreed to contribute and sell their approximately 92% interest in entities holding trona royalty assets and landholdings in Wyoming, Utah and Colorado to New URC.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

UNDER the Securities Exchange Act of 1934

 

For the month of July 2026

Commission File No.: 001-40359

 

Uranium Royalty Corp.

(Translation of registrant’s name into English)

 

Suite 1830, 1188 West Georgia Street

Vancouver, British Columbia, V6E 4A2, Canada

(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 ☒

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

Exhibits 99.1 and 99.2 contained in this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-10, as amended (Registration No. 333-288789) of Uranium Royalty Corp. (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

 

SIGNATURES

 

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

 

  Uranium Royalty Corp.
     
Date: July 20, 2026 By: /s/ Andrew Marshall
  Name: Andrew Marshall
  Title: Chief Financial Officer and Corporate Secretary

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
     
99.1   News release dated July 20, 2026
99.2   Report of Voting Results

 

 

 

 

 

Exhibit 99.1

 

 

Uranium Royalty Corp. Obtains Shareholder Approval for Arrangement and Provides Corporate Update

 

Vancouver, British Columbia – July 20, 2026 – Uranium Royalty Corp. (NASDAQ: UROY, TSX: URC) (“URC” or the “Company”) is pleased to announce shareholder approval of its previously announced plan of arrangement, as contemplated by an arrangement agreement, dated as of April 16, 2026 (the “Arrangement Agreement”), by and between the Company, certain affiliated entities of Orion Resource Partners (USA) LP (the “Orion Sellers”) and HRG Metals LP, a subsidiary of the Ontario Teachers’ Pension Plan (together with the Orion Sellers, the “Sweetwater Investors”), 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 Uranium Royalty Corp., a newly formed parent company incorporated in Delaware (“New URC”). The Arrangement Agreement will result in the combination of the Company and the Sweetwater Entities under New URC.

 

At the meeting, Company shareholders voted approximately 99.43% of the Company’s outstanding shares, present in person or represented by proxy, in favour of the Arrangement. Detailed voting results for the meeting will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

 

Completion of the Arrangement remains subject to receipt of a final order from the Supreme Court of British Columbia approving the Arrangement and the satisfaction of certain customary closing conditions. It is currently expected that the Arrangement will close on or about July 27, 2026.

 

Subject to the completion of the Arrangement and compliance with applicable listing requirements, it is expected that the common stock of New URC will be listed and posted for trading on the Nasdaq Stock Market LLC (the “NASDAQ”) on or about July 28, 2026.

 

Subject to the completion of the Arrangement and compliance with requirements of the TSX and the applicable securities regulators, the common shares of the Company will be delisted from the TSX on or about July 28, 2026 and it is expected the Company will cease to be a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer, each on or about July 28, 2026.

 

Corporate Update

 

Andy Marshall will step down as Chief Financial Officer of the Company following the Arrangement, effective July 29, 2026, to pursue other opportunities. Eason Chen will be appointed Interim Chief Financial Officer at such time. The Company thanks Mr. Marshall for his service and contributions to the Company.

 

About Uranium Royalty Corp.

 

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.

 

 

 

 

This press release is for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities of the Company or New URC. The New URC securities to be issued pursuant to the Arrangement will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.”

 

Forward-Looking Information

 

Certain statements in this news release may constitute “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). Forward-looking statements include 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 to the completion and timing of the Arrangement; receipt of the final court order; satisfaction or waiver of closing conditions; the expected transition of CFO; the expected listing of New URC on the NASDAQ; the expected delisting of the Company’s common shares from the TSX; and the Company ceasing to be a reporting issuer in Canada. 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, 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 of the Company 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.

 

SOURCE Uranium Royalty Corp.

 

For further information:

 

Scott Melbye - Chief Executive Officer

Email: smelbye@uraniumroyalty.com

 

Investor Relations:

 

Toll Free: 1.855.396.8222

Email: info@uraniumroyalty.com

Website: www.UraniumRoyalty.com

Corporate Office: 1188 West Georgia Street, Suite 1830, Vancouver, BC, V6E 4A2

Phone: 604.396.8222

 

 

 

 

Exhibit 99.2

 

URANIUM ROYALTY CORP.

 

Report of Voting Results

 

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matter submitted to the special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Uranium Royalty Corp. (the “Company”) held on July 20, 2026, which is described in the management information circular of the Company (the “Circular”) dated June 19, 2026.

 

The matter voted upon at the Meeting and the results of the voting were as follows:

 

Approval of the Arrangement Resolution

 

The special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement under the Canada Business Corporations Act (the “CBCA”) involving, among others, the Company, certain affiliated entities of Orion Resource Partners (USA) LP and HRG Metals LP (collectively, the “Sweetwater Investors”) and the Shareholders, in accordance with the terms of the arrangement agreement dated April 16, 2026, among the Company and the Sweetwater Investors, was voted on. The full text of the Arrangement Resolution is set forth in Appendix “B” to the Circular. The Arrangement Resolution required approval of (i) at least two-thirds of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present or represented by proxy and entitled to vote at the Meeting, excluding the votes of certain related parties as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

 

The results of the proxies and ballots received on this matter were as follows:

 

   Votes For  Votes Against  % of Votes For (rounded)  % of Votes Against (rounded)
All Shareholders   58,914,050    339,622    99.43%   0.57%
All Shareholders except those required to be
excluded under MI 61-101
   38,022,286    339,621    99.11%   0.89%

 

Dated this 20th day of July, 2026.

 

URANIUM ROYALTY CORP.

 

Per:  Andrew Marshall  
  Andrew Marshall  
  CFO & Corporate Secretary  

 

 

 

Filing Exhibits & Attachments

3 documents