23:34:36 EDT Fri 26 Jun 2026
Enter Symbol
or Name
USA
CA



Uranium Royalty Corp
Symbol URC
Shares Issued 146,592,507
Close 2026-06-26 C$ 3.95
Market Cap C$ 579,040,403
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Uranium Royalty sets July 20 vote on Sweetwater deal

2026-06-26 17:48 ET - News Release

Mr. Scott Melbye reports

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

Uranium Royalty Corp. has filed and mailed its management information circular and related proxy materials for its special meeting of shareholders, that will be held in-person at 1021 West Hastings St., suite 2200, Vancouver, B.C., Canada V6E 0C3, on July 20, 2026, at 9 a.m. (Vancouver time). The circular and related proxy materials are now available under Uranium Royalty's issuer profile on SEDAR+ and on the company's website.

  • The board of directors of Uranium Royalty 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 e-mail at assistance@laurelhill.com.

At the meeting, Uranium Royalty shareholders will be asked to consider and vote on a special resolution, to approve a proposed plan of arrangement between Uranium Royalty 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-per-cent interest in certain entities holding trona royalty assets and landholdings in Wyoming, Utah and Colorado, United States, to a newly formed parent company (new Uranium Royalty) and the company for aggregate consideration to the Sweetwater investors of approximately $1.14-billion (U.S.), payable in a combination of cash and shares of new Uranium Royalty.

The transaction 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-per-cent interest in the Sweetwater entities under new Uranium Royalty. Upon completion of the arrangement, new Uranium Royalty 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 Uranium Royalty for each Uranium Royalty share held, subject to approval of the arrangement by shareholders, provided that certain eligible Canadian shareholders will be entitled to elect, in respect of all or a portion of their Uranium Royalty shares, to receive exchangeable shares of a Canadian subsidiary of new Uranium Royalty in lieu of new Uranium Royalty shares, on a one-for-one basis. Each exchangeable share will be exchangeable for one new Uranium Royalty 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 $330-million (U.S.) in cash from the company and 223,252,749 new Uranium Royalty shares at a deemed value of $3.64 (U.S.) per share, subject to adjustment under the arrangement agreement.

Recommendation of the board and the special committee

A special committee of Uranium Royalty's board of directors, composed of independent directors, advised the board that, after careful consideration of the fairness opinion of Paradigm Capital Inc., the financial adviser 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 advisers, 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 Uranium Royalty 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 Uranium Royalty 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 per cent and 16 per cent, respectively (prior to the effects of any additional concurrent financing), of the outstanding new Uranium Royalty shares. Each of them has agreed to execute an 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 Uranium Royalty 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 Uranium Royalty shareholders.
  • Strategic land position with additional optionality. On closing of the arrangement, new Uranium Royalty 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 per cent in the coming years, without requiring material additional capital investment from new Uranium Royalty. 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 Multilateral Instrument 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 per cent of the issued and outstanding Uranium Royalty 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 e-mail:  assistance@laurelhill.com

Election deadline

If you are a registered shareholder who is an eligible holder (or hold Uranium Royalty shares on behalf of an eligible holder) and wish to receive exchangeable shares as the form of consideration for all or part of your Uranium Royalty shares, you must complete and deposit the letter of transmittal and election form provided with the meeting materials by 5 p.m. ET on Thursday, July 23, 2026. 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 Uranium Royalty 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 Uranium Royalty 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 Uranium Royalty 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 Uranium Royalty share for which no valid election was made, the consideration to which they are entitled in the form of new Uranium Royalty shares.

About Uranium Royalty Corp.

Uranium Royalty is the world's only uranium-focused royalty and streaming company and the only pure-play uranium listed company on the Nasdaq. Uranium Royalty 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.

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