6-K
Uranium Royalty Corp. (UROY)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
Reportof Foreign Private Issuer
Pursuant to Rule 13****a-16or 15d-16
UNDER the Securities Exchange Act of 1934
For the month of September 2022
Commission File No.: 001-40359
UraniumRoyalty Corp.
(Translation of registrant’s name into English)
Suite1830, 1030 West Georgia Street
Vancouver,British Columbia, V6E 2Y3, 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 ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
Exhibit 99.2 contained in this Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-10, as amended (Registration No. 333-256822) of Uranium Royalty Corp. (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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: September 1, 2022 | By: | /s/ Josephine Man |
| Name: | Josephine Man | |
| Title: | Chief Financial Officer |
EXHIBITINDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated September 1, 2022 |
| 99.2 | Material Change Report dated September 1, 2022 |
Exhibit 99.1
UraniumRoyalty Corp. Announces Renewed At-the-Market Equity Program
Notfor distribution to U.S. news wire services or dissemination in the United States.
Vancouver,British Columbia, Canada, September 1, 2022 – Uranium Royalty Corp. (NASDAQ: UROY, TSX-V: URC) (“URC” or the “Company”) announces it has renewed its at-the-market equity program (the “ATM Program”) that allows the Company to distribute up to US$40 million (or the equivalent in Canadian dollars) of common shares of the Company (the “OfferedShares”) to the public from time to time, through the Agents (as defined below), at the Company’s discretion. The Offered Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale.
Sales of Offered Shares through the ATM Program will be made pursuant to the terms of an equity distribution agreement dated September 1, 2022 (the “Distribution Agreement”) with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., Canaccord Genuity, H.C. Wainwright & Co. LLC, Paradigm Capital Inc., and TD Securities (collectively, the “Agents”).
The Company intends to use the net proceeds of any such sales under the ATM Program to finance the acquisition of additional royalties, streams, physical uranium and similar interests and for working capital.
Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions on the TSX Venture Exchange, Nasdaq Capital Markets or any other trading market for the Offered Shares in Canada or the United States. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement. Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of (a) the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches the aggregate amount of US$40 million (or the equivalent in Canadian dollars); or (b) July 14, 2023.
The ATM Program will become effective upon the filing of a prospectus supplement to the Company’s short form base shelf prospectus dated June 16, 2021 and U.S. registration statement on Form F-10 filed June 4, 2021, as amended on June 16, 2021. The prospectus supplement relating to the ATM Program will be filed shortly with the securities commissions in each of the provinces and territories of Canada and with the United States Securities and Exchange Commission. Copies of the prospectus supplement, the Distribution Agreement and other relevant documents will be available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Alternatively, the lead agent will send copies of such documents to investors upon request by contacting BMO Nesbitt Burns Inc. by mail at Brampton Distribution Centre, 9195 Torbram Road, Brampton, Ontario, L6S 6H2, attn: The Data Group of Companies, by email at attorbramwarehouse@datagroup.ca or by telephone at 905-791-3151 ext. 4312.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 holdings 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:<br><br> <br><br><br> <br>Scott<br>Melbye – Chief Executive Officer<br><br> <br>Email:<br>smelbye@uraniumroyalty.com<br><br> <br><br><br> <br>Investor Relations:<br><br> <br><br><br> <br>Toll<br>Free: 1.855.396.8222<br><br> <br>Email:<br>info@uraniumroyalty.com<br><br> <br>Website:<br>www.UraniumRoyalty.com | Corporate Office:<br><br> <br>****<br><br> <br>1030<br>West Georgia Street, Suite 1830,<br><br> <br>Vancouver,<br>BC, V6E 2Y3<br><br> <br>Phone:<br>604.396.8222 |
|---|
ForwardLooking Information
Certainstatements in this news release may constitute “forward-looking information”, including those regarding the intended useof proceeds raised from the ATM Program. Forward-looking information includes statements that address or discuss activities, events ordevelopments that 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.
Neitherthe TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this 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 – 1030 West Georgia Street
Vancouver, BC
V6E 2Y3
Item2 Date of Material Change
September 1, 2022.
Item3 News Release
On September 1, 2022, a news release in respect of the material change was disseminated through Globe Newswire and a copy thereof has been filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
Item4 Summary of Material Change
On September 1, 2022, the Company renewed its “at-the market” equity program (the “ATM Program”) that will allow the Company to issue up to US$40 million (or the equivalent in Canadian dollars) of common shares of the Company (the “ATMShares”) from treasury to the public from time to time.
Item5 Full Description of Material Change
On September 1, 2022, the Company renewed its ATM Program that will allow the Company to issue up to US$40 million (or the equivalent in Canadian dollars) of ATM Shares from treasury to the public from time to time.
Sales of Offered Shares through the ATM Program will be made pursuant to the terms of an equity distribution agreement dated September 1, 2022 (the “Distribution Agreement”) with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., Canaccord Genuity, H.C. Wainwright & Co. LLC, Paradigm Capital Inc., and TD Securities (collectively, the “Agents”).
The Company intends to use the net proceeds of any such sales under the ATM Program to finance the acquisition of additional royalties, streams, physical uranium and similar interests and for working capital.
Under the Distribution Agreement, sales of Offered Shares will be made by the Agents through “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions on the TSX Venture Exchange, Nasdaq Capital Markets or any other trading market for the Offered Shares in Canada or the United States. The Company is not obligated to make any sales of Offered Shares under the Distribution Agreement. Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of (a) the date that the aggregate gross sales proceeds of the Offered Shares sold under the ATM Program reaches the aggregate amount of US$40 million (or the equivalent in Canadian dollars); or (b) July 14, 2023.
Item6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item7 Omitted Information
None.
Item8 Executive Officer
The following executive officer of the Company is knowledgeable about the material change and this report:
Josephine Man
Chief Financial Officer
Phone: 604-396-8222
Item9 Date of Report
September 1, 2022.