Announcement • Jul 28
Uranium Royalty Corp. (TSX:URC) completed the acquisition of 92% stake in Sweetwater Royalties LLC from Ontario Teachers' Pension Plan Board, an unknown funds managed by Orion Resource Partners LP, and HRG Metals LP.
Uranium Royalty Corp. (TSX:URC) entered into an arrangement agreement to acquire 92% stake in Sweetwater Royalties LLC from Ontario Teachers' Pension Plan Board, an unknown funds managed by Orion Resource Partners LP, and HRG Metals LP for $1.8 billion on April 16, 2026. The Transaction implies a 100% enterprise value for Sweetwater of approximately $1.9 billion (based on $625 million of debt outstanding as of April 1, 2026) and an attributable equity value to be acquired by Uranium Royalty Corp of approximately $1.1 billion. Under the Transaction, Sweetwater and Uranium Royalty Corp. will combine under a newly formed U.S. domiciled parent company, "Uranium Royalty Corp." ("New URC"), which will apply to have its shares of common stock ("New URC Shares") listed on the NASDAQ Capital Market. Immediately prior to the Transaction, Orion and Ontario Teachers' will have transferred their Sweetwater interests to New URC. Pursuant to the Arrangement, a number of steps will occur at closing, including URC shareholders exchanging their URC shares for 1 share of New URC. As part of consideration, Uranium Royalty Corp. will pay $330 million in cash and issue 223.25 million New URC Shares subject to adjustments. It is expected that existing Uranium Royalty Corp shareholders, Orion and Ontario Teachers' will hold approximately 41%, 43% and 16% of the outstanding New URC Shares, respectively, on completion of the Arrangement and prior to the effects of Subsequent Financing. Uranium Royalty Corp. expects to fund the cash portion of the acquisition by means of existing cash on hand of $242 million, the Subscription of shares by Uranium Energy Corp of $40 million, and additional existing liquidity. In case of termination due to failure to meet the URC shareholder approval, URC will pay Sweetwater Royalties up to a maximum of $3 million.
Following completion of the Transaction, Uranium Royalty Corp. will continue to be led by Scott Melbye as President and Chief Executive Officer and Amir Adnani as Chairman, uranium industry veterans with over 60 years of combined experience. Sweetwater will continue to operate under the leadership of Chief Executive Officer Damon Barber, who has over 30 years of experience in global mining and resource development. 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 transaction is subject to approval by the shareholders of Uranium Royalty Corp., requisite court approval, applicable stock exchange, regulatory approvals, and other customary closing conditions. A shareholder meeting is expected to occur on or about July 2026 with closing thereafter subject to regulatory approvals. The Board of Directors of Uranium Royalty Corp. formed a special committee for the transaction and has unanimously approved the Transaction and recommend that shareholders vote in favor of the Transaction. The shareholder meeting of Uranium Royalty Corp will be held in-person at 1021 West Hastings Street, Suite 2200, Vancouver, British Columbia, Canada V6E 0C3 on July 20, 2026, at 9:00 a.m. (Vancouver time). As of July 20, 2026, the transaction has been approved by the shareholders of Uranium Royalty Corp. It is currently expected that the Arrangement will close on or about July 27, 2026. The transaction would also be accretive to net asset value, cash flow and earnings per share.
Paradigm Capital Inc. acted as fairness opinion provider to the Special Committee of Uranium Royalty Corp. Paradigm Capital Inc. acted as financial advisor to the Special Committee of Uranium Royalty Corp. National Bank of Canada Financial Markets acted as financial advisor to Uranium Royalty Corp. Rod Talaifar of Sangra Moller LLP acted as legal advisor to Uranium Royalty Corp. Ellen M. Conley, Alla Digilova, Paul Feinstein, Sam Lichtman, Phil Lookadoo, Bruce Newsome, Simin Sun, Scott Thompson, Rick A. Werner, Jacob Bolinger and Edward M. Lebow of Haynes and Boone, LLP acted as legal advisor to Uranium Royalty Corp. Holland & Hart LLP acted as legal advisor to Uranium Royalty Corp. Goldman Sachs Canada, Inc. acted as financial advisor to Uranium Royalty Corp. Kevin Murray of Rothschild & Co US Inc. acted as financial advisor to Sweetwater Royalties LLC. Andrew J. Fadale, Noam M. Waltuch, David Grubman, John W. Stribling, Zackary Pullin, James W. Lowe, Mary K. Marks, Maureen M. Crough, Lauren A. Gallagher, James Mendenhall and Elizabeth K. McCloy of Sidley Austin LLP acted as legal advisor to Orion Resource Partners LP. Michael Pickersgill of Torys LLP acted as legal advisor to Ontario Teachers' Pension Plan Board and Orion Resource Partners LP. James R. Griffin, Alex Lynch, Stefan L. Tsourovakas and Steven Lorch of Weil, Gotshal & Manges LLP acted as legal advisor to Ontario Teachers' Pension Plan Board. The Laurel Hill Advisory Group LLC acted as information agent while Computershare Investor Services Inc. acted as transfer agent and depositary bank to Uranium Royalty Corp. Uranium Royalty agreed to pay Laurel Hill Advisory Group an advice fee of $150,000.
Uranium Royalty Corp. (TSX:URC) completed the acquisition of 92% stake in Sweetwater Royalties LLC from Ontario Teachers' Pension Plan Board, an unknown funds managed by Orion Resource Partners LP, and HRG Metals LP on July 27, 2026. On July 23, 2026, the Arrangement was approved by a final order of the Supreme Court of British Columbia. URC 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 favor of New URC in an aggregate principal amount of up to $50 million (the "Facility"). The Facility is available for general corporate purposes, including certain permitted acquisitions and investments. New URC drew $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 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.
