Uranium Royalty Corp. (NASDAQ: UROY, TSX: URC) (“URC” or the “Company”) is pleased to announce that it has entered into an arrangement agreement (the “Arrangement Agreement”) to combine with entities owning a 92% interest in Sweetwater Royalties (“Sweetwater”) from funds managed by Orion Resource Partners LP (“Orion”) and the Ontario Teachers’ Pension Plan (“Ontario Teachers’”, together with Orion, the “Sellers”) (the “Transaction”). 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) and an attributable equity value to be acquired by URC of approximately US$1.1 billion.
Under the Transaction, Sweetwater and URC 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. On completion of the Transaction, the 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 New URC Share, subject to adjustment under the Arrangement Agreement. See “Transaction Details” and “Transaction Funding” below.
Scott Melbye, Chief Executive Officer, President and Director of URC stated: “We welcome this transformational combination that will accelerate near term cash flows from competitive and reliable, long-life assets located in a top-tier jurisdiction, Wyoming, in which we have a great deal of affinity and familiarity. More importantly, it provides a strong financial base to allow us to fully realize and expand our uranium focus at a time of historic growth in nuclear energy. The global uranium market is experiencing a meaningful primary supply deficit, expected to drive significant capital investment in the years ahead. This enhanced, newly formed royalty leader will be uniquely positioned to capitalize on favorable market dynamics.”
Jon Lamb, Managing Partner of Orion and Chairman of Sweetwater, commented: “URC was built as the first and only uranium-focused royalty company, and this strategic combination represents a natural evolution into a first-of-its-kind platform combining high-quality royalty cash flows with one of the largest land holdings in the United States. Importantly, that land base provides significant long-term embedded growth potential and optionality across uranium and other critical minerals, reinforcing the strategic value of this platform at a time of renewed focus on domestic critical supply chains. As long-term investors in the mining sector, we see a compelling opportunity to combine durable, industrial-based cash flows with uranium exposure, creating a differentiated and scalable royalty company positioned for disciplined growth. We look forward to being a partner as New URC executes on this strategy.”
Transaction Highlights
- Immediate and Significant Cash Flow Generation: The Transaction adds a well-established, unique, cash flowing royalty portfolio with long reserve lives(1) and ~50 years of stable historical cash flows. Sweetwater royalties are underpinned by industry-leading assets and operators, generating, on a 100% basis, average adjusted EBITDA(2) of ~US$74 million in each of the last two fiscal years.
- Premier U.S. Land Position: Pro Forma URC will become the second largest public company landowner in the United States (excluding REITs) and the largest landowner in Wyoming (with approximately 850,000 acres of fee surface rights, and approximately 4.5 million acres of mineral rights in fee). Sweetwater’s extensive land package covers Wyoming’s Green River Basin, the world’s largest known trona deposit and provides an element of control uncommon in the royalty space.
- Significant Growth Profile: Underlying Sweetwater assets have or are undertaking production expansions and, based on operator disclosures and information, are expected to increase attributable soda ash production capacity by over 60% in the coming years, without requiring incremental capital investment from New URC. Greenfield projects have the potential to further increase total royalty attributable capacity with additional potential upside from uranium royalties and streams.
- Increased Scale and Attractive Valuation: The Transaction is expected to transform URC into the largest publicly traded U.S. non-precious metals royalty company, positioning it for potential trading re-rate through increased operating scale. The combination is also significantly accretive to net asset value, cash flow and earnings per share.
- Orion and Ontario Teachers’ Maintaining Significant Equity Exposure: Upon closing, Orion and Ontario Teachers’ are expected to hold approximately 43% and 16% (prior to the effects of any additional pre-closing financing), respectively, of New URC’s pro forma shares outstanding. Each will be party to investor rights and support agreements, adding two supportive institutional shareholders to URC’s strong shareholder base.
- Uniquely Positioned to Accelerate Inorganic Uranium Royalty Growth: Strong free cash flow backed balance sheet will support disciplined, value-accretive uranium royalty acquisitions. Widening uranium supply gap enhances strategic inorganic growth opportunities and accelerates New URC’s market positioning.
- Enhanced Uranium Optionality: Sweetwater’s land position provides significant uranium exploration potential in Wyoming, the leading U.S. state for uranium production and resources.
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