The Toronto Stock Exchange reports that Uranium Royalty Corp. has entered into an arrangement agreement with certain affiliated entities of Orion Resource Partners (USA) LP (the Orion sellers) and HRG Metals LP (together with the Orion sellers, the Sweetwater investors), a subsidiary of the Ontario Teachers' Pension Plan Board (OTTP), 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, U.S., to a newly formed parent company (New Uranium Royalty) and Uranium Royalty 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. According to the TSX, 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 Uranium Royalty and the Sweetwater investors' approximately 92-per-cent interest in the Sweetwater entities under New Uranium Royalty. Upon closing of the arrangement, Uranium Royalty will become a wholly owned subsidiary of New Uranium Royalty.

The TSX reports that pursuant to the arrangement, shareholders of Uranium Royalty who are not eligible holders will receive, for each Uranium Royalty share held, one New Uranium Royalty share. Pursuant to the arrangement, shareholders who are eligible holders may elect to receive, in respect of all or a portion of their Uranium Royalty shares, for each Uranium Royalty share held, either: (i) one exchangeable share; or (ii) one New Uranium Royalty share. If issued, the exchangeable shares will not be listed on any exchange. Each exchangeable share will be exchangeable, at the election of the holder of the exchangeable share, for one New Uranium Royalty share.

The TSX notes that no fractional New Uranium Royalty share or exchangeable share will be issued under the arrangement. Where the total number of New Uranium Royalty shares or exchangeable shares, as the case may be, to be issued to a shareholder as consideration under the arrangement would result in a fraction of a New Uranium Royalty or exchangeable share being issuable, the number of New Uranium Royalty shares or exchangeable shares, as the case may be, to be received by such shareholder will be rounded down to the nearest whole New Uranium Royalty share or exchangeable share, as applicable. No payment or other adjustment shall be made with respect to the fractional interest so disregarded.

The election deadline is 5 p.m. Toronto time on July 23, 2025. Trades from 9:30 a.m. Toronto time to 12 p.m. Toronto time on July 23, 2026, will settle for cash on the same day.

To make the election, shareholders must return the letter of transmittal and election form together with Uranium Royalty share certificates to Computershare Investor Services Inc. at its principal offices in Toronto prior to the election deadline. Registered shareholders that hold their Uranium Royalty shares in book-entry or other uncertificated form may deliver their Uranium Royalty shares to the depositary by noting their respective holder account number(s) in the letter of transmittal and election form in accordance with the instructions in the letter of transmittal and election form. The TSX notes that any letter of transmittal and election form, once deposited with the depositary, shall be irrevocable and may not be withdrawn, except that each letter of transmittal and election form will be automatically revoked if the depositary is notified in writing by Uranium Royalty or New Uranium Royalty that the arrangement agreement has been terminated.

Shareholders whose Uranium Royalty shares are held though a broker, investment dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in delivering such beneficial shareholders' Uranium Royalty shares and, if applicable, making an election with respect to the form of consideration such beneficial shareholders wish to receive. Any eligible holder who fails to make an election prior to the election deadline, or whose election was not properly made with respect to their Uranium Royalty shares, will be deemed to have elected to receive, for each Uranium Royalty share held for which no valid election was made, one New Uranium Royalty share.