6-K - UROY - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

Reportof Foreign Private Issuer

Pursuantto Rule 13****a-16or 15d-16

UNDERthe Securities Exchange Act of 1934

For the month of February 2024

Commission File No.: 001-40359

UraniumRoyalty Corp.

(Translation of registrant’s name into English)

Suite1830, 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 ☒

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:<br> February 9, 2024	By:	/s/ Josephine Man
	Name:	Josephine<br> Man
	Title:	Chief<br> Financial Officer

EXHIBITINDEX

Exhibit	Description of Exhibit
99.1	Press Release dated February 9, 2024
99.2	Material Change Report dated February 9, 2024

Exhibit99.1

FORIMMEDIATE RELEASE

UraniumRoyalty Announces CLOSING OF BOUGHT DEAL FINANCING

DESIGNATEDNEWS RELEASE

Vancouver,British Columbia – February 9, 2024 – Uranium Royalty Corp. (NASDAQ: UROY, TSX: URC) (“URC” or the “Company”) has closed its previously announced bought deal financing for a total of 6,724,600 common shares (the “Common Shares”) sold at a price of US$3.40 per Common Share for aggregate gross proceeds to the Company of US$22,863,640 (the “Offering”).

The Company plans to use the net proceeds of the Offering to fund future royalty acquisitions and purchases of physical uranium.

The Offering was made through a syndicate of underwriters led by Canaccord Genuity Corp., as lead manager and joint bookrunner, together with BMO Capital Markets, as joint bookrunner, and H.C. Wainwright & Co., LLC. The Offering was completed by way of a prospectus supplement dated February 6, 2024 and an accompanying base shelf prospectus dated July 20, 2023, in all of the provinces and territories of Canada, other than Québec, and in the United States pursuant a prospectus supplement dated February 6, 2024 and accompanying base shelf prospectus dated July 20, 2023, under an effective registration statement filed with the U.S. Securities and Exchange Commission under the Canada/U.S. multi-jurisdictional disclosure system (File No. 333-272534).

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of that jurisdiction.

A copy of the prospectus supplement relating to the Offering and accompanying base shelf prospectus can be found in Canada under the Company’s profile on SEDAR+ at www.sedarplus.ca, and a copy of the prospectus supplement and accompanying base shelf prospectus can be found in the United States on EDGAR at www.sec.gov.

Uranium Energy Corp. (“UEC”), an insider of the Company, purchased 1,047,614 Common Shares under the Offering.

The issuance of Offered Shares to UEC constitutes a related-party transaction under Multilateral Instrument 61-101 – Protectionof Minority Security Holders in Special Transactions (“MI 61-101”). The sale of Offered Shares to UEC is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, UEC exceeded 25.0% of the Company’s market capitalization. The board of directors of the Company has approved the Offering, the related party transaction with UEC and all ancillary matters. The Company did not file a material change report 21 days prior to closing of the Offering, as the aforementioned insider participation had not been confirmed at that time and the Company wished to close the transaction as soon as practicable for sound business reasons.

AboutUranium 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. The Company is well positioned as a capital provider to an industry needing massive investments in global productive capacity to meet the growing need for uranium as fuel for carbon-free nuclear energy. URC has deep industry knowledge and expertise to identify and evaluate investment opportunities in the uranium industry. The Company’s management and the Board include individuals with decades of combined experience in the uranium and nuclear energy sectors, including specific expertise in mine finance, project identification and evaluation, mine development and uranium sales and trading.

Contact:	Corporate Office:
Scott<br> Melbye – Chief Executive Officer<br><br> <br>Email:<br> smelbye@uraniumroyalty.com	1188<br> West Georgia Street, Suite 1830,<br><br> <br>Vancouver,<br> BC, V6E 4A2<br><br> <br>Phone:<br> 604.396.8222
Investor Relations:
Toll<br> Free: 1.855.396.8222<br><br> <br>Email:<br> info@uraniumroyalty.com<br><br> <br>Website:<br> www.UraniumRoyalty.com

CautionaryNote Regarding Forward-Looking Statements and Forward-Looking Information

Certainstatements in this news release may constitute “forward-looking information”, including those regarding the intended useof proceeds raised from the Offering. Forward-looking information includes statements that address or discuss activities, events or developmentsthat the Company expects or anticipates may occur in the future. 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-lookinginformation. Statements constituting forward-looking information reflect the current expectations and beliefs of the Company’smanagement. 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-lookingstatements. They should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indicationof whether or not such results will be achieved. A number of factors could cause actual results to differ materially from such forward-lookinginformation, including, without limitation, risks inherent to royalty companies, uranium price volatility, risks related to the operatorsof the projects underlying the Company’s existing and proposed interests and those other risks described in filings with Canadiansecurities regulators and the U.S. Securities and Exchange Commission. These risks, as well as others, could cause actual results andevents to vary significantly. Accordingly, readers should exercise caution in relying upon forward-looking information and the Companyundertakes no obligation to publicly revise them to reflect subsequent events or circumstances, except as required by law.

Noneof the TSX, its Regulatory Services Provider (as that term is defined in policies of the TSX) or the Nasdaq Stock Market LLC acceptsresponsibility for the adequacy or accuracy of this press release.

Exhibit 99.2

Form 51-102F3

MaterialChange 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<br> 2	Date<br> of Material Change

February 9, 2024.

Item<br> 3	News<br> Release

On February 9, 2024, a news release in respect of the material change was disseminated through Globe Newswire and a copy thereof has been filed on SEDAR+.

Item<br> 4	Summary<br> of Material Change

On February 9, 2024, the Company completed its bought deal public offering of 6,724,600 common shares (“Offered Shares”) at a price of US$3.40 per Offered Share (the “Offering Price”), for aggregate gross proceeds to the Company of US$22,863,640 (the “Offering”).

Item<br> 5	Full<br> Description of Material Change

On February 9, 2024, the Company completed the Offering for gross proceeds of US$22,863,640. The Offering was conducted by way of a prospectus supplement of the Company dated February 6, 2024, to the short form base shelf prospectus of the Company dated July 20, 2023, in all of the provinces and territories of Canada, other than Québec, and in the United States pursuant a prospectus supplement dated February 6, 2024 and accompanying base shelf prospectus dated July 20, 2023, under an effective registration statement filed with the U.S. Securities and Exchange Commission under the Canada/U.S. multi-jurisdictional disclosure system (File No. 333-272534). The Offering was completed through a syndicate of underwriters led by Canaccord Genuity Corp., as lead manager and joint bookrunner, together with BMO Capital Markets, as joint bookrunner, and H.C. Wainwright & Co., LLC, (collectively, the “Underwriters”), pursuant to which the Company issued a total of 6,724,600 Offered Shares at the Offering Price.

Pursuant to an underwriting agreement dated February 6, 2024 among the Company and the Underwriters, the Company granted the Underwriters an option, exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of number of Offered Shares sold under the Offering to cover over-allotments, if any, and for market stabilization purposes.

The Company intends to use the net proceeds of the Offering to fund future royalty acquisitions and purchases of physical uranium.

Uranium Energy Corp. (“UEC”), an insider of the Company, purchased 1,047,614 Offered Shares. Prior to the Offering, UEC owned 16,930,750 common shares of the Company (“Common Shares”), representing approximately 15% of the total issued and outstanding Common Shares at such time. UEC acquired such Offered Shares, on the same terms as the Offering, in order to retain its proportionate ownership interest in the Company. After completion of the Offering, UEC holds 17,978,364 Common Shares, representing approximately 15% of the total issued and outstanding Common Shares.

The issuance of Offered Shares to UEC constitutes a related-party transaction under Multilateral Instrument 61-101 – Protectionof Minority Security Holders in Special Transactions (“MI 61-101”). The sale of Offered Shares to UEC is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, UEC exceeded 25.0% of the Company’s market capitalization. The Board has approved the Offering, the related party transaction with UEC and all ancillary matters. The Company did not file this material change report 21 days prior to closing of the Offering, as the aforementioned insider participation had not been confirmed at that time and the Company wished to close the transaction as soon as practicable for sound business reasons.

Item<br> 6	Reliance<br> on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item<br> 7	Omitted<br> Information

None.

Item<br> 8	Executive<br> Officer

The following executive officer of the Company is knowledgeable about the material change and this report:

Scot Melbye

Chief Executive Officer

Phone: 604-396-8222

Item<br> 9	Date<br> of Report

February 9, 2024.