6-K
Uranium Royalty Corp. (UROY)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549
FORM6-K
Reportof Foreign Private IssuerPursuant to Rule 13****a-16or 15d-16UNDER the Securities Exchange Act of 1934
For the month of May 2021
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 [X]
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): __
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> May 20, 2021 | By: | /s/ Josephine Man |
| Name: | Josephine<br> Man | |
| Title: | Chief<br>Financial Officer |
EXHIBITINDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated May 20, 2021 |
| 99.2 | Material Change Report dated May 20, 2021 |
Exhibit99.1
UraniumRoyalty Corp. Announces Closing of C$25 Million Bought Deal Offering, Completing its Previously Announced C$37 Million Financing Package
Notfor distribution to U.S. news wire services or dissemination in the United States.
Highlights:
| ● | Completes the C$37 million financing package comprised of a C$25 million bought deal offering and previously announced C$12 million margin loan facility |
|---|---|
| ● | As of May 20, 2021, the Company has approximately C$70 million in cash, equity and inventory holdings and C$6 million (US$5 million) available for drawdown under its margin loan facilty |
Vancouver,British Columbia, Canada, May 20, 2021 – Uranium Royalty Corp. (TSX-V: URC, NASDAQ: UROY) (“URC” or the “Company”) is pleased to announce that it has completed its previously announced bought deal offering (the “Offering”) of common shares of the Company, resulting in aggregate gross proceeds of C$25,010,000. The Offering was conducted by way of a short form prospectus dated May 18, 2021, through a syndicate of underwriters led by BMO Nesbitt Burns Inc., and included Canaccord Genuity Corp., H.C. Wainwright & Co., LLC, TD Securities Inc. and Paradigm Capital Inc. (collectively, the “Underwriters”), pursuant to which the Company issued a total of 6,100,000 common shares (the “Offered Shares”) at a price of C$4.10 per Offered Share (the “Offering Price”).
Following the closing of the Offering, the Company has approximately C$70 million in cash, equity and inventory holdings and C$6 million (US$5 million) available for drawdown under the margin loan facility.
The Company intends to use the net proceeds of the Offering to fund future purchases of royalties, stream and similar interests and purchases of physical uranium, and for working capital.
Uranium Energy Corp., an insider of the Company, purchased 1,000,000 Offered Shares in order to maintain its proportionate ownership interest in the Company.
The Company has 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 the number of Offered Shares sold under the Offering to cover over-allotments, if any, and for market stabilization purposes.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company previously announced that it had entered into a C$12 million margin loan facility with Bank of Montreal. The facility is subject to an interest rate of 3-month USD LIBOR plus 5.50% per annum and customary margin requirements, and is secured by a pledge of all the ordinary shares of Yellow Cake plc held by the Company. The facility matures on the earlier of: (i) May 5, 2023; or (ii) the early payment date on which the outstanding loan amount is fully and finally paid and is subject to customary margin requirements, with margin calls being triggered in the event, among other things, that the loan-to-value ratio is at or above 50%.
AboutUranium Royalty Corp.
Uranium Royalty Corp. (URC) is a pure-play uranium royalty company focused on gaining exposure to uranium prices by making strategic investments in uranium interests, including royalties, streams, debt and equity investments in uranium companies, as well as through holdings of physical uranium. The Company recognizes the inherent cyclicality of valuations based on uranium prices, including the impact of such cyclicality on the availability of capital within the uranium sector and the current historically low uranium pricing environment. URC intends to execute on its strategy by leveraging the deep industry knowledge and expertise of its management team and the Board 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 | 1030<br> West Georgia Street, Suite 1830,<br><br> <br>Vancouver,<br> BC, V6E 2Y3<br><br> <br>Phone:<br> 604.396.8222 |
| Investor Relations:<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 |
ForwardLooking 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.
Neitherthe TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacyor 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 |
|---|
May 20, 2021.
| Item3 | News Release |
|---|
On May 20, 2021, a news release in respect of the material change was disseminated through Globe Newswire and a copy thereof has been filed on SEDAR.
| Item4 | Summary of Material Change |
|---|
On May 20, 2021, the Company completed its previously announced bought deal offering (the “Offering”) of 6,100,000 common shares of the Company, for gross proceeds of $25,010,000.
| Item5 | Full Description of Material Change |
|---|
On May 20, 2021, the Company completed the Offering for gross proceeds of $25,010,000. The Offering was conducted by way of a short form prospectus dated May 18, 2021, through a syndicate of underwriters led by BMO Nesbitt Burns Inc., and included Canaccord Genuity Corp., H.C. Wainwright & Co., LLC, TD Securities Inc. and Paradigm Capital Inc. (collectively, the “Underwriters”), pursuant to which the Company issued a total of 6,100,000 common shares (the “Offered Shares”) at a price of C$4.10 per Offered Share (the “Offering Price”).
Pursuant to an underwriting agreement dated May 10, 2021 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 purchases of royalties, streams and similar interests and purchases of physical uranium, and for working capital.
Uranium Energy Corp. (“UEC”), an insider of the Company, purchased 1,000,000 Offered Shares, representing 16.39% of the number of Offered Shares. 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 approximately 18.12% of the issued and outstanding common shares of the Company.
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.
| 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<br> Man | |
|---|---|
| Chief<br> Financial Officer | |
| Phone:<br> 604-396-8222 | |
| Item9 | Date of Report |
| --- | --- |
May 20, 2021.