13. Sweetwater Acquisition and UEC Financing

On April 16, 2026, the Company entered into an arrangement agreement to combine with entities (the “Combining Entities”) currently owning a collective 92% interest in Sweetwater Royalties LLC (“Sweetwater”). The Combining Entities are currently managed by Orion Resource Partners LP and the Ontario Teachers’ Pension Plan (collectively, the “Sellers”). Under the transaction, URC and Sweetwater will combine (“the Transaction”) under a newly formed U.S. parent company (“New URC”) that will be the surviving legal entity upon completion of the arrangement. New URC is expected to apply to have its shares of common stock listed on the NASDAQ Capital Market. To complete the Transaction, the Company will pay cash consideration to the Sellers of approximately $330 million. Shareholders of the Company and the Combining Entities will be issued common shares in (or shares exchangeable into common shares of) New URC in exchange for their outstanding shares (issued at a deemed price of $3.64 per share), subject to adjustment for any pre-closing financing completed by the Company. Closing is subject to customary conditions, including approval by 66 2/3% of votes cast by the Company’s shareholders, court approval, and applicable regulatory and stock exchange approvals. In connection with the Transaction, UEC and certain of the directors and executive officers of the Company, representing approximately 14% of outstanding shares, have entered into voting agreements in support of the Transaction.

To finance a portion of the cash consideration under the Transaction, UEC, which currently owns approximately 12% of the Company’s outstanding common shares, has agreed to subscribe for subscription receipts of the Company at a price of $3.64 for total proceeds of US $40.0 million. Each subscription receipt will be automatically converted into one share of the Company in the event all escrow release conditions set out in the subscription agreement are satisfied, including the conditions precedent to the arrangement, stock exchange and shareholder approvals. The subscription is denominated in US dollars, which is not the Company’s functional currency and, accordingly, prior to funding was recorded as a derivative with gains and losses recorded through income. The proceeds were placed into escrow on April 27, 2026. Amounts received and interest thereon will be recorded as restricted cash and subscription liability until the escrow release conditions are met.

The subscription liability is carried at fair value with changes recorded in income. Key inputs to the fair value estimate include the Company’s estimate the subscription will settle through the issuance of shares as a result of a positive vote in support of the Transaction and the quoted share price at the balance sheet date. During the year ended April 30, 2026, the Company recognized a combined loss of $2,848 on the subscription including the derivative liability, subsequent subscriptions receipt liability, and restricted cash asset.