UROY · Uranium Royalty Corp.

Uranium Royalty Corp. (URC) announced a transformative acquisition of a 92% interest in Sweetwater Royalties LLC from funds managed by Orion Resource Partners LP and the Ontario Teachers' Pension Plan. The transaction implies a 100% enterprise value for Sweetwater of approximately US$1.9 billion, based on US$625 million of debt outstanding as of April 1, 2026. The attributable equity value to be acquired by URC is approximately US$1.1 billion. Under the arrangement, Sweetwater and URC will combine under a newly formed U.S.-domiciled parent company, also named Uranium Royalty Corp. (New URC), which will seek listing on the Nasdaq Capital Market. Sellers will receive approximately US$330 million in cash and US$813 million in New URC Shares at a deemed value of US$3.64 per share. Existing URC shareholders will exchange their shares for New URC Shares on a one-for-one basis, with eligible Canadian shareholders having the option to receive exchangeable shares. Immediately post-closing, existing URC shareholders, Orion, and Ontario Teachers' are expected to hold approximately 41%, 43%, and 16% of New URC, respectively. To partially fund the cash consideration, Uranium Energy Corp. (UEC) has agreed to subscribe for US$40 million in subscription receipts at US$3.64 each, which will convert into URC shares upon satisfaction of escrow release conditions. UEC would own approximately 8% of New URC post-closing. The transaction is subject to approval by at least 66 2/3% of URC shareholders at a special meeting expected in July 2026, as well as court, Nasdaq, and regulatory approvals. The board of URC unanimously recommends the arrangement, and the company's financial advisor has opined that the consideration is fair from a financial point of view. The arrangement agreement includes customary deal protection provisions, including non-solicitation covenants and a termination fee of US$17 million (plus expenses) payable by URC in certain circumstances. The combined entity will be led by Scott Melbye as President and CEO and Amir Adnani as Chairman, with Sweetwater continuing under CEO Damon Barber.