Uranium Royalty closes US$40M UEC private placement

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.

Rhea-AI Filing Summary

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.

Positive

• US$40 million strategic financing: URC closed a private placement of Subscription Receipts with Uranium Energy Corp. for aggregate gross proceeds of US$40 million, providing significant contingent capital tied to the Sweetwater Royalties combination.
• Strengthened strategic holder: Assuming conversion of all Subscription Receipts, Uranium Energy Corp.’s beneficial ownership would increase to 28,967,375 URC shares, or about 18.40% of 157,471,518 shares, reinforcing a larger aligned shareholder.

Negative

• None.

Insights

Capital markets analyst

URC secures US$40M strategic capital from UEC, contingent on a major royalty combination.

Uranium Royalty Corp. closed a private placement of Subscription Receipts with Uranium Energy Corp. for aggregate gross proceeds of US$40 million at US$3.64 per receipt. Each Subscription Receipt is designed to become one URC share once detailed escrow release conditions linked to a planned Sweetwater Royalties Arrangement and shareholder approval are satisfied.

The cash sits in escrow until just before the Arrangement closing, when funds and shares would be released in sequence. If the escrow conditions are not met by the outside date or the Arrangement is terminated, the Subscription Receipts expire and UEC gets its subscription amount back, limiting execution risk for the investor while tying capital to transaction completion.

Ownership concentration increases meaningfully if conversion occurs. UEC’s beneficial stake would move from 17,978,364 URC shares, or about 12.27% of 146,592,507 shares, to 28,967,375 URC shares, or about 18.40% of 157,471,518 shares, on a non-diluted basis. This deepens UEC’s strategic alignment with URC around uranium royalty and streaming assets associated with the Sweetwater Royalties interest.

Key Figures

Private placement size: US$40 million Subscription Receipt price: US$3.64 per Subscription Receipt UEC pre-transaction holding: 17,978,364 shares (12.27%) +3 more

6 metrics

Private placement size US$40 million Aggregate gross proceeds from Subscription Receipts to UEC

Subscription Receipt price US$3.64 per Subscription Receipt Price paid by UEC in private placement

UEC pre-transaction holding 17,978,364 shares (12.27%) URC shares beneficially owned before acquiring Subscription Receipts; 146,592,507 shares outstanding

UEC post-conversion holding 28,967,375 shares (18.40%) Assuming all Subscription Receipts convert; 157,471,518 shares outstanding

Shares underlying receipts 10,989,011 shares URC shares underlying the Subscription Receipts acquired by UEC

Sweetwater Royalties interest 92% Interest in Sweetwater Royalties owned by entities to be combined with URC in the Arrangement

Key Terms

Subscription Receipts, escrow release conditions, Arrangement, Sweetwater Royalties, +2 more

6 terms

Subscription Receipts financial

"private placement of subscription receipts of the Company (the “Subscription Receipts”) to Uranium Energy Corp."

Subscription receipts are temporary securities sold to investors that act like a receipt for future shares or cash once certain conditions in a financing or acquisition are met; until those conditions are satisfied, the funds are held in trust. Think of them as a ticket you buy today that will convert into the actual product later or get you a refund if the event doesn’t happen. They matter to investors because they provide a way to participate in a deal now while limiting immediate ownership changes and risk until the outcome is confirmed.

escrow release conditions financial

"upon all escrow release conditions set out in the subscription agreement and the subscription receipt indenture being satisfied"

Escrow release conditions are the specific checklist of actions, documents or approvals that must be satisfied before money or assets held by a neutral third party are handed over. Think of it like a locked safe that only opens when everyone produces the right keys or paperwork. For investors, these conditions shape when cash or shares change hands, reduce the risk of surprises, and can affect deal timing, expected returns and liquidity.

Arrangement financial

"conditions precedent to the Company’s previously announced arrangement to combine with entities owning a 92% interest in Sweetwater Royalties"

An arrangement is a formal agreement or structured plan between two or more parties that spells out who will do what, when, and under what conditions for a transaction or ongoing relationship. For investors it matters because arrangements set the practical rules that drive cash flow, ownership, risk and timing—like a blueprint or recipe for how a deal will play out—so understanding them helps predict a company’s future value and potential surprises.

Sweetwater Royalties financial

"arrangement to combine with entities owning a 92% interest in Sweetwater Royalties from funds managed by Orion Resource Partners LP"

early warning report regulatory

"UEC has filed an early warning report under the Company’s profile on SEDAR+"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

forward-looking information regulatory

"Certain statements in this news release may constitute “forward-looking information”"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Uranium Royalty Corp. (UROY) announce in this 6-K?

Uranium Royalty Corp. closed a private placement of Subscription Receipts to Uranium Energy Corp. for aggregate gross proceeds of US$40 million at US$3.64 per receipt. Each receipt may convert into one URC share if detailed escrow and Arrangement conditions are satisfied.

How do the Uranium Royalty (UROY) Subscription Receipts convert into common shares?

Each Subscription Receipt automatically converts into one URC common share when all escrow release conditions are satisfied. These include conditions precedent to the planned Sweetwater Royalties Arrangement and shareholder approval of that Arrangement at a special shareholders’ meeting, immediately prior to closing.

What happens to Uranium Royalty (UROY) Subscription Receipts if the Arrangement does not close?

If escrow release conditions are not satisfied before the outside date of the Arrangement, or the Arrangement is terminated, the Subscription Receipts expire. In that case, Uranium Energy Corp. is entitled to the return of its subscription amount, and no URC shares are issued from the receipts.

How does the private placement affect Uranium Energy Corp.’s ownership in Uranium Royalty (UROY)?

Before the placement, Uranium Energy Corp. beneficially owned 17,978,364 URC shares, about 12.27% of 146,592,507 shares. Assuming all Subscription Receipts convert, it would beneficially own 28,967,375 shares, about 18.40% of 157,471,518 non-diluted URC shares.

Why is Uranium Energy Corp. investing in Uranium Royalty (UROY) through Subscription Receipts?

The filing states Uranium Energy Corp.’s acquisition of Subscription Receipts is for investment purposes. It notes UEC may adjust its ownership over time based on its evaluation of URC’s business, prospects, financial condition, and potential capital requirements.

How is the US$40 million from Uranium Royalty’s Subscription Receipts held and released?

The subscription funds are held in escrow until all escrow release conditions are satisfied. Once those conditions are met, the escrowed funds are released immediately before the Arrangement closes, and Subscription Receipts convert into URC shares immediately before that closing.

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

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Accepted by SEC EDGAR 05/01/2026 - 05:49 PM EDT Learn about SEC filing dates

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 May 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

Exhibit 99.1 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: May 1, 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 May 1, 2026

Exhibit 99.1

FOR IMMEDIATE RELEASE

Uranium Royalty Announces CLOSING of SUBSCRIPTION RECEIPT PrIVATE PLACEMENT

DESIGNATED NEWS RELEASE

Vancouver, British Columbia – May 1, 2026 – Uranium Royalty Corp. (NASDAQ: UROY, TSX: URC) (“URC” or the “Company”) has closed its previously announced private placement of subscription receipts of the Company (the “Subscription Receipts”) to Uranium Energy Corp. (“UEC”) at a price of US$3.64 per Subscription Receipt, for aggregate gross of US$40 million.

As disclosed in the Company’s news release dated April 16, 2026, each Subscription Receipt will automatically convert into one common share in the capital of URC (“URC Shares”) upon all escrow release conditions set out in the subscription agreement and the subscription receipt indenture being satisfied, including the conditions precedent to the Company’s previously announced arrangement to combine with entities owning a 92% interest in Sweetwater Royalties from funds managed by Orion Resource Partners LP and the Ontario Teachers’ Pension Plan (the “Arrangement”) and shareholder approval of the Arrangement at the Company’s special meeting of shareholders.

The subscription funds will be held in escrow pending satisfaction of the escrow release conditions. Upon such satisfaction, the escrowed funds will be released immediately prior to the closing of the Arrangement and conversion of the Subscription Receipts will occur immediately prior to such closing. In the event that the escrow release conditions are not satisfied prior to the outside date of the Arrangement, or the Arrangement is terminated, the Subscription Receipts will expire and UEC will be entitled to the return of the subscription amount.

Immediately prior to its acquisition of the Subscription Receipts, UEC had beneficial ownership, and control and direction of 17,978,364 URC Shares, representing approximately 12.27% of the 146,592,507 URC Shares issued and outstanding as of the date hereof on a non-diluted basis. Immediately after the acquisition of the Subscription Receipts, and assuming the conversion of all of the Subscription Receipts, UEC beneficially owned, and had control and direction of, 28,967,375 URC Shares (including 10,989,011 URC Shares underlying the Subscription Receipts), representing approximately 18.40% of the 157,471,518 URC Shares issued and outstanding as of such date on a non-diluted basis.

The acquisition of Subscription Receipts by UEC as described above is for investment purposes. UEC will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on its evaluation of these and other factors, UEC may from time to time in the future decrease or increase, directly or indirectly, its ownership, control or direction over securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in paragraphs (a) through (k) of Item 5 of Form 62-103F1 – Required Disclosure under the Early Warning Requirements.

UEC has filed an early warning report under the Company’s profile on SEDAR+ accessible at www.sedarplus.ca in connection with the foregoing acquisition under NI 62-103. To obtain more information or a copy of such report, please contact Josephine Man, Chief Financial Officer of the UEC, at the contact details listed below.

All ownership percentages herein are based upon the number of outstanding URC Shares as of the date of the acquisition of the Subscription Receipts. UEC’s U.S. corporate headquarters address is 500 North Shoreline Boulevard, Suite 800N, Corpus Christi, Texas, 78401 and its Canadian corporate headquarters address is 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2. URC’s head office is located at 1830 – 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2.

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.

Forward-Looking Information

Certain statements in this news release may constitute “forward-looking information”, including those regarding the terms of the Offering 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 to the satisfaction of the escrow release conditions in respect of the Subscription Receipts; the anticipated conversion of the Subscription Receipts into URC Shares; the release of escrowed funds; and the completion and timing of the Arrangement. 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.

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

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 16.0 KB
• EX-99 GRAPHIC 12.9 KB