US$1.14B Sweetwater deal reshapes Uranium Royalty Corp. (NASDAQ: UROY)
Rhea-AI Filing Summary
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.
Positive
- Transformative US$1.14 billion Sweetwater transaction adds a large, cash-flowing trona royalty portfolio and extensive land position, which management states is expected to be accretive to net asset value, cash flow and earnings per share.
- Significant resource and growth optionality through approximately 850,000 acres of fee surface rights and about 4.5 million acres of mineral rights, with soda ash expansions anticipated to boost attributable production capacity by more than 60% without additional capital from New URC.
Negative
- None.
Filing Explained
Existing holders received one-for-one replacement shares; eligible Canadian holders could instead receive exchangeable shares, and prior subscription receipts converted into shares.
The completed arrangement replaced each URC share with one New URC share, while eligible Canadian holders who elected otherwise received one exchangeable share for each URC share; this changes the security delivered, not the one-for-one exchange ratio.
Each exchangeable share can be exchanged for one New URC share, subject to customary adjustments and the exchangeable-share terms. Subscription receipts issued to Uranium Energy Corp. in the May 1 private placement automatically converted into URC shares immediately before completion, and those shares were then exchanged for New URC shares.
Key Figures
Key Terms
plan of arrangement regulatory
senior secured revolving credit facility financial
accordion feature financial
trona royalty assets technical
National Instrument 43-101 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What major transaction did Uranium Royalty Corp. (UROY) complete in July 2026?
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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 through 99.3 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 27, 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 27, 2026 | |
| 99.2 | Material Change Report dated July 27, 2026 | |
| 99.3 | Notice of Change in Corporate Structure dated July 27, 2026 | |
Exhibit 99.1
Uranium Royalty Completes Landmark Sweetwater Transaction Creating Leading Uranium and Land Royalty Company
Vancouver, British Columbia – July 27, 2026 – Uranium Royalty Corp. (NASDAQ: UROY, TSX: URC) (“URC” or the “Company”) is pleased to announce that it has completed its previously announced plan of arrangement transaction (the “Arrangement”).
Transaction Highlights
| ● | Immediate and Significant Cash Flow. The Arrangement adds a well-established, cash-flowing royalty portfolio with industry leading mine lives, supported by established and experienced operators. | |
| ● | Strategic Land Position and Additional Optionality. New URC (as defined below) is the second largest public-company landowner in the United States, excluding real estate investment trusts, and the largest 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’ (as defined below) extensive land package covers Wyoming’s Green River Basin, the world’s largest known trona (soda ash) deposit, and provides an element of control uncommon in the royalty sector. | |
| ● | Enhanced Scale and Market Visibility. New URC’s assets are expected to strengthen its balance sheet and support its strategy of pursuing additional value-enhancing uranium royalty acquisitions. The Arrangement is also expected to be accretive to net asset value, cash flow and earnings per share. | |
| ● | Future Growth Profile. The Soda Ash operations are advancing expansions expected to increase attributable production capacity by more than 60% without additional capital investment from New URC. Greenfield projects, oil and gas leasing, critical minerals and renewable development opportunities provide further potential for longer-term growth. | |
| ● | Enhanced Uranium Optionality. New URC’s land position provides potential for uranium exploration in Wyoming, the leading U.S. state for uranium production and resources. |
Scott Melbye, Chief Executive Officer, President and Director of New URC, stated: “We are thrilled to embark on this historic next step for Uranium Royalty Corp. Our extensive land ownership, encompassing one of the world’s largest known trona (soda ash) resources, and including five currently operating mines positioned among the lowest on the global cost curve, is expected to provide steady cash flows to advance our uranium aspirations at a time of significant nuclear energy growth. The Company’s more than 5-million-acre land position provides significant optionality, supported by growing U.S. policy initiatives to expand domestic production of critical minerals and oil and gas. URC also welcomes its two newest and largest shareholders in Orion and Ontario Teachers’ Pension Plan. Their cooperative and constructive efforts to conclude this mutually beneficial transaction are greatly appreciated.”
The Arrangement
Under the Arrangement, certain affiliated entities of Orion Resource Partners LP and HRG Metals LP, a subsidiary of the Ontario Teachers’ Pension Plan, contributed and sold their approximately 92% interest in certain entities holding the trona royalty assets and landholdings in Wyoming, Utah and Colorado, United States (the “Sweetwater Entities”) to a newly formed U.S.-domiciled parent company, named Uranium Royalty Corp. (“New URC”), resulting in the combination of the Company and the Sweetwater Entities under New URC.
The Arrangement was approved by shareholders of the Company (the “Shareholders”) on July 20, 2026, and by a final order of the Supreme Court of British Columbia on July 23, 2026.
Under the terms of the Arrangement, each Shareholder received one share of common stock of New URC (each, a “New URC Share”) for each common share of URC (each, a “URC Share”) held immediately prior to the effective time of the Arrangement, provided that certain eligible Canadian Shareholders were 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 is exchangeable for one New URC Share (subject to customary adjustments) in accordance with the terms of the exchangeable share provisions. For further information on the Arrangement, please refer to the Company’s management information circular dated June 19, 2026 (the “Circular”), prepared in respect of the Arrangement, which can be accessed online under the Company’s SEDAR+ profile at www.sedarplus.ca.
The common stock of New URC will be listed and posted for trading on the NASDAQ as of the opening of trading on July 28, 2026. The URC Shares will be delisted from the TSX effective as of the close of market on July 28, 2026. URC has applied to cease to be a reporting issuer under applicable Canadian securities laws.
Registered holders of URC Shares should send their completed and executed letters of transmittal and related share certificates, if any, to the depository for the Arrangement, Computershare Investor Services Inc., as soon as possible in order to receive the consideration to which they are entitled under the Arrangement.
Transaction Funding
The Company entered into a credit agreement dated July 27, 2026 with Bank of Montreal (the “Credit Agreement”), pursuant to which Bank of Montreal established a senior secured revolving credit facility in favour of New URC in an aggregate principal amount of up to US$50 million (the “Facility”). The Facility is available for general corporate purposes, including certain permitted acquisitions and investments. New URC drew US$40 million under the Facility as bridge financing (the “Bridge”) to fund a portion of the cash consideration payable under the Arrangement and related transaction expenses.
The Bridge matures on January 31, 2027. Following repayment of the Bridge, the Facility becomes available on a revolving basis and includes an accordion feature permitting New URC, subject to certain conditions, to increase the Facility by up to an additional US$25 million (the “Accordion”). Borrowings under the Facility bear interest, as applicable, at the base rate or adjusted term SOFR plus, in each case, an applicable margin ranging from 1.25% to 3.75% per annum (subject to certain benchmark step-downs). The Facility is secured against certain assets of New URC and certain of its subsidiaries.
Drawings under the Facility are subject to customary conditions, including repayment of the Bridge, and the Facility matures on July 31, 2029. The exercise of the Accordion is subject to certain additional conditions, including compliance with applicable financial covenants.
Early Warning Disclosures
Pursuant to the requirements of National Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, New URC and Uranium Energy Corp. (“UEC”) will each file an early warning report (the “Early Warning Reports”) in accordance with applicable securities laws. Copies of the Early Warning Reports will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Further information and copies of the Early Warning Reports may be obtained by contacting New URC and UEC using the contact information set out below.
Immediately prior to the closing of the Arrangement, New URC held no URC Shares. Pursuant to the Arrangement, New URC indirectly acquired an aggregate of 157,814,569 URC Shares, representing 100% of the issued and outstanding URC Shares. The head office of New URC is located at 141 Union Blvd., Suite 310, Lakewood, Colorado 80228.
Immediately prior to the completion of the Arrangement, UEC had beneficial ownership of, and control or direction over, 28,967,375 URC Shares, representing approximately 18.36% of the issued and outstanding URC Shares at such time on a non-diluted basis. Pursuant to the Arrangement, UEC exchanged its URC Shares for 28,967,375 New URC Shares. Following completion of the Arrangement, UEC held no URC Shares. UEC’s U.S. corporate headquarters are located at 500 North Shoreline Boulevard, Suite 800N, Corpus Christi, Texas 78401, and its Canadian corporate headquarters are located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2. The Company’s head office is located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2.
Technical Information
For further information regarding New URC’s royalty interests, including the projects underlying such interests, please refer to the Circular.
Darcy Hirsekorn, B.Sc. Geol., Chief Technical Officer of the Company, has supervised the preparation of this news release and has reviewed the additional scientific and technical information contained herein. Mr. Hirsekorn is a qualified person as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
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 expected listing of New URC on Nasdaq; the delisting of the URC Shares from the TSX; the Company ceasing to be a reporting issuer in Canada; the anticipated benefits of the Arrangement; and expected production expansions and future growth opportunities associated with 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, 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:
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
Form 51-102F3
Material Change Report
| Item 1 | Name and Address of Company |
Uranium Royalty Corp. (“URC” or the “Company”)
Suite 1830 – 1188 West Georgia Street
Vancouver, BC
V6E 4A2
| Item 2 | Date of Material Change |
July 27, 2026
| Item 3 | News Release |
On July 27, 2026, a news release in respect of the material change was disseminated through Globe Newswire and a copy thereof has been filed on SEDAR+.
| Item 4 | Summary of Material Change |
On July 27, 2026, the Company completed its previously announced plan of arrangement transaction (the “Arrangement”) pursuant to the arrangement agreement among the Company, certain affiliated entities of Orion Resource Partners LP and HRG Metals LP, a subsidiary of the Ontario Teachers’ Pension Plan, dated April 16, 2026.
| Item 5 | Full Description of Material Change |
On July 27, 2026, the Company completed its previously announced Arrangement.
Under the Arrangement, certain affiliated entities of Orion Resource Partners LP and HRG Metals LP, a subsidiary of the Ontario Teachers’ Pension Plan, contributed and sold their approximately 92% interest in certain entities holding the trona royalty assets and landholdings in Wyoming, Utah and Colorado, United States (the “Sweetwater Entities”) to a newly formed U.S.-domiciled parent company, named Uranium Royalty Corp. (“New URC”), resulting in the combination of the Company and the Sweetwater Entities under New URC.
The Arrangement was approved by shareholders of the Company (the “Shareholders”) on July 20, 2026, and by a final order of the Supreme Court of British Columbia on July 23, 2026.
Under the terms of the Arrangement, each Shareholder received one share of common stock of New URC (each, a “New URC Share”) for each common share of URC (each, a “URC Share”) held immediately prior to the effective time of the Arrangement, provided that certain eligible Canadian Shareholders were 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 is exchangeable for one New URC Share (subject to customary adjustments) in accordance with the terms of the exchangeable share provisions. For further information on the Arrangement, please refer to the Company’s management information circular dated June 19, 2026, prepared in respect of the Arrangement, which can be accessed online under the Company’s SEDAR+ profile at www.sedarplus.ca.
The common stock of New URC will be listed and posted for trading on the NASDAQ as of the opening of trading on July 28, 2026. The URC Shares will be delisted from the TSX effective as of the close of market on July 28, 2026. URC has applied to cease to be a reporting issuer under applicable Canadian securities laws.
The subscription receipts issued by the Company to Uranium Energy Corp. pursuant to the previously announced private placement, which closed on May 1, 2026 in connection with the Arrangement, automatically converted into URC Shares immediately prior to the completion of the Arrangement. The resulting URC Shares were exchanged for New URC Shares upon completion of the Arrangement.
Transaction Funding
The Company entered into a credit agreement dated July 27, 2026 with Bank of Montreal (the “Credit Agreement”), pursuant to which Bank of Montreal established a senior secured revolving credit facility in favour of New URC in an aggregate principal amount of up to US$50 million (the “Facility”). The Facility is available for general corporate purposes, including certain permitted acquisitions and investments. New URC drew US$40 million under the Facility as bridge financing (the “Bridge”) to fund a portion of the cash consideration payable under the Arrangement and related transaction expenses.
The Bridge matures on January 31, 2027. Following repayment of the Bridge, the Facility becomes available on a revolving basis and includes an accordion feature permitting New URC, subject to certain conditions, to increase the Facility by up to an additional US$25 million (the “Accordion”). Borrowings under the Facility bear interest, as applicable, at the base rate or adjusted term SOFR plus, in each case, an applicable margin ranging from 1.25% to 3.75% per annum (subject to certain benchmark step-downs). The Facility is secured against certain assets of New URC and certain of its subsidiaries.
Drawings under the Facility are subject to customary conditions, including repayment of the Bridge, and the Facility matures on July 31, 2029. The exercise of the Accordion is subject to certain additional conditions, including compliance with applicable financial covenants.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
None.
| Item 8 | Executive Officer |
The following executive officer of the Company is knowledgeable about the material change and this report:
Andrew Marshall
Chief Financial Officer
Phone: 604-396-8222
| Item 9 | Date of Report |
July 27, 2026
Exhibit 99.3
URANIUM ROYALTY CORP.
Notice of Change in Corporate Structure
Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
| 1. | Name of the Parties to the Transaction |
Uranium Royalty Corp. (the “Company”)
Uranium Royalty Corp., a Delaware company (“New URC”)
OMF II Onshore Gamma Holdings LLC
OMF II Intermediate Holdings LLC
OMF III Onshore Gamma Holdings LLC
OMF Onshore Omega Holdings LLC
OMF Co-Fund II Holdings LLC
OMF II Onshore Alpha Holdings LLC
OMF II Onshore Beta Holdings LLC
OMF III Onshore Alpha Holdings LLC
OMF III Onshore Beta Holdings LLC
OMF III Intermediate Holdings LLC
Orion Mine Finance GP III LP (collectively, the “Orion Sellers”)
HRG Metals LP (“OTPP”)
(the Orion Sellers and OTPP, collectively, the “Sweetwater Investors”)
| 2. | Description of the Transaction |
On April 16, 2026, the Company entered into an Arrangement Agreement (as amended or otherwise modified from time to time, the “Arrangement Agreement”) with the Sweetwater Investors, pursuant to which, among other things, the Company agreed to acquire the Sweetwater Investors’ approximately 92% interest in certain entities holding trona royalty assets and landholdings in Wyoming, Utah and Colorado, United States (the “Sweetwater Entities”).
The transaction was completed on July 27, 2026 by way of a statutory plan of arrangement (the “Transaction”) under section 192 of the Canada Business Corporations Act, resulting in the combination of the Company and the Sweetwater Entities under New URC, which is the publicly traded parent of the combined group and listed solely on Nasdaq. Pursuant to the Transaction, an indirect wholly-owned subsidiary of New URC (“ExchangeCo”), acquired all of the issued and outstanding URC Shares, and New URC continues the operations of the Company and the Sweetwater Entities on a combined basis under the name “Uranium Royalty Corp.”.
Under the terms of the Arrangement Agreement, among other things, each shareholder of the Company (each, a “Shareholder”), other than those who elected to receive Exchangeable Shares (as defined below), received one share of common stock of New URC (a “New URC Share”) for each common share of the Company (each, a “URC Share”) held. Certain eligible Canadian Shareholders were 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 is exchangeable at the election of the holder (if not otherwise redeemed by New URC or its affiliates in accordance with the exchangeable share terms) for one New URC Share (subject to customary adjustments) in accordance with the terms of the Arrangement Agreement and the exchangeable share terms.
As consideration for the acquisition of the Sweetwater Investors’ approximately 92% interest in the Sweetwater Entities, the Sweetwater Investors received aggregate consideration of approximately US$1.14 billion, consisting of approximately US$330 million in cash and 223,252,749 New URC Shares at a deemed value of US$3.64 per share, subject to adjustment in accordance with the Arrangement Agreement. Following completion of the Transaction, existing Shareholders, the Orion Sellers and OTPP hold approximately 41%, 43% and 16%, respectively, of New URC on a fully diluted basis.
The Transaction was approved by the Shareholders at a special meeting of the Company held on July 20, 2026 and by the Supreme Court of British Columbia pursuant to the final order granted on July 24, 2026.
Further details regarding the Transaction are set out in the Company’s management information circular dated June 19, 2026 and the Company’s news releases dated April 16, 2026 and July 27, 2026, copies of which are available under the Company’s issuer profile on SEDAR at www.sedar.com.
| 3. | Effective Date of the Transaction |
July 27, 2026.
| 4. | Names of Each Party that Ceased to be a Reporting Issuer After the Transaction and of Each Continuing Entity |
The Company will cease to be a reporting issuer in Alberta, British Columbia, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut. The continuing entities are New URC and ExchangeCo.
DATED the 27th day of July, 2026.