Basis of Preparation and Significant Accounting Policies |
3 Months Ended |
|---|---|
Jul. 31, 2026 | |
| Accounting Policies [Abstract] | |
| Basis of Preparation and Significant Accounting Policies | 2. Basis of Preparation and Significant Accounting Policies Basis of presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial information and are presented in U.S. dollars, unless otherwise indicated. Accordingly, they do not include all of the information and footnotes required under U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 30, 2026 (“Fiscal 2026”). In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation have been made. Operating results for the three months ended July 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2027 (“Fiscal 2027”). For financial reporting purposes, Old URC is treated as the accounting acquirer, while the Sweetwater Entities are treated as the accounting acquiree in the Transaction. Although New URC became the legal parent upon completion of the Transaction on July 27, 2026, the Company’s historical financial information for periods before that date represents the financial position, results of operations and cash flows of Old URC. Old URC’s assets and liabilities are presented at their historical carrying amounts, while the assets acquired and liabilities assumed from the Sweetwater Entities are recognized at fair value as of July 27, 2026. The Company’s common stock and additional paid-in capital have been retrospectively adjusted to reflect New URC’s legal capital structure from its incorporation on May 1, 2026. Because New URC was not incorporated until May 1, 2026, the comparative period as at April 30, 2026 reflects the legal capital structure of Old URC, whose common shares had no par value under the Canada Business Corporations Act; following the Transaction, the shares carry a par value of $0.001 per share under New URC’s Delaware capital structure, and the difference between the historical no-par carrying amount and the $0.001 par value has been reclassified from common stock to additional paid-in capital, with no effect on total stockholders’ equity. The Company’s unaudited interim condensed consolidated financial statements have been prepared following the significant accounting policies disclosed in Note 3 of the Notes to Consolidated Financial Statements of its 2026 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), except for the policies described below, the adoption and application of which relate to the acquisition of Sweetwater during the three months ended July 31, 2026 (Note 3). The adoption and application of these accounting policies did not represent a change in an accounting principle and had no effect on amounts reported in prior periods.
Going Concern As of July 31, 2026, the Company had cash of $54.10 million, restricted cash of $49.55 million and a working capital deficit (current assets minus current liabilities) of $17.25 million. The working capital deficit included $31.43 million of advanced minimum royalties, which are expected to be settled primarily through future production royalties. In addition, the Company is required to repay the $40.0 million Bridge Loan outstanding under its senior secured revolving credit facility by January 31, 2027. The Company's management currently plans to address these liquidity requirements through a combination of its existing unrestricted cash resources, equity financing, cash generated from its uranium and soda ash royalty interests and, if necessary, proceeds from the sale or monetization of certain land and other liquid assets.
The Company’s ability to continue as a going concern depends on its ability to repay the Bridge Loan and meet its other obligations. There is no assurance that the Company will be able to raise sufficient capital through equity financing, or monetize its assets on acceptable terms or within the required timeframe. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued. Accordingly, management has concluded that its plans do not alleviate this substantial doubt.
These unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not reflect any adjustments to the carrying amounts or classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. Such adjustments could be material.
Business combination
Acquisitions were accounted for as business combinations using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Purchase price was allocated to the respective identifiable assets acquired and liabilities assumed based on the estimated fair values at the date of acquisitions. Any acquisition related costs incurred by the Company are expensed as incurred. The results of operations for the acquired business are included in the consolidated results of the Company from the respective dates of acquisition.
Non-controlling Interests
Non-controlling interests represent the portion of equity in consolidated subsidiaries that is not attributable, directly or indirectly, to the Company.
Non-controlling interests arising from a business combination are recognized at fair value as of the acquisition date. Non-controlling interests are subsequently adjusted for their proportionate share of the subsidiary’s net income or loss, other comprehensive income or loss, capital contributions, distributions and other changes in the subsidiary’s equity.
Mineral properties and interests
Mineral properties and interests acquired in connection with the Sweetwater Transaction described in Note 3 were initially recognized at their estimated acquisition-date fair values. Such amounts represent the properties’ cost basis and are subsequently carried at cost less accumulated depletion and impairment losses, if any.
The Company retains legal title to the mineral properties, the majority of which are subject to long-term agreements that grant third-party operators the right to mine and extract the underlying minerals in exchange for royalties. These agreements generally remain in effect while commercial mining continues.
Depletion expense for producing mineral properties and interests is recognized using the unit-of-production method based on the estimated recoverable proven and probable reserves, if available, or estimated economic tonnages associated with each mineral property. Changes in reserve estimates or economic tonnages are accounted for prospectively as changes in accounting estimates.
Mineral properties and interests are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Mineral properties and interests are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability is evaluated by comparing the carrying amount of the applicable asset group with the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset group. The estimated cash flows reflect available reserve information received from the operators and other relevant operational and market information. If the carrying amount of an asset group is not recoverable, an impairment loss is recognized in earnings for the amount by which the carrying amount exceeds its estimated fair value.
Land
Land acquired in connection with the Sweetwater acquisition described in Note 3 was initially recognized at its estimated acquisition-date fair value. Such amount represents the land’s cost basis, and the land is subsequently carried at cost less impairment losses, if any. Land is not depreciated.
Land is evaluated for impairment as part of the applicable asset group whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If the carrying amount of the asset group is not recoverable, an impairment loss is recognized in earnings for the amount by which the carrying amount exceeds its estimated fair value.
Revenue Recognition
Following the Sweetwater Transaction described in Note 3, Sweetwater’s results of operations have been included in the Company’s condensed interim consolidated financial statements beginning on the acquisition date. Sweetwater’s principal sources of revenue are described below.
a) Royalty revenue
Royalties are payments received in exchange for granting rights to extract, process, market and sell various resources, including minerals and renewable energy, from Sweetwater’s properties. Royalty payments are typically structured as a percentage of revenues derived from such activities after deducting specified costs, if any. As a royalty holder, Sweetwater holds a non-operating interest in and acts as a passive entity in the operations of the project, and the third-party operator of the project is responsible for all operating activities, including subsequent processing, marketing and delivery of all production to their customers. In all its mineral royalty interest arrangements, Sweetwater has concluded that it transfers control of its interest in mineral production to the operator at the point at which mining occurs, and thus, the operator is Sweetwater’s customer. Sweetwater further determined that the transfer of each unit of mineral production, comprising its royalty interest, to the operator represents a separate performance obligation under the contract, and each performance obligation is satisfied at the point in time of sale by the operator. Accordingly, Sweetwater recognizes revenue attributable to its royalty interests in the period in which the sale occurs at prices received by the operator from the customer, net of any costs, if applicable; however, the timing of cash receipts varies by contract with each operator.
Certain contracts of Sweetwater provide for Advanced Minimum Royalty ("AMR") payments, in which payments are received monthly or quarterly. AMR payments are treated as contract liability until royalty revenue associated with the AMR payment is earned. If the AMR payments do not cover the royalties earned for any given period, the operator must pay the difference.
b) Surface revenue
Sweetwater earns surface revenue primarily from surface use leases and easement payments. When Sweetwater receives a signed contract and payment, the parcel of land is made available to the respective customer. The amount of surface revenue relating to any upfront signing bonus is recognized upon the execution of the agreement, or in the event of a renewal upon receipt of the renewal payment, as at that point in time, the performance obligation has been satisfied and the customer has right of use. Payments received before the applicable recognition criteria are satisfied are recorded as deferred revenue.
c) Annual rental revenue
Sweetwater earns annual rental revenue primarily from land rental payments. When Sweetwater receives a signed contract and payment, the parcel of land is made available to the respective customer. Payments received before the applicable recognition criteria are satisfied are recorded as deferred revenue.
Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to Uranium Royalty Corp. by the weighted average number of common shares and exchangeable shares outstanding for the period. The exchangeable shares are included because they are exchangeable on a one-for-one basis for shares of the Company’s common stock and have substantially equivalent economic rights, including dividend rights, and share equally in undistributed earnings. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts that may require issuance of common shares were converted. Diluted earnings per share is computed by dividing net income (loss) attributable to Uranium Royalty Corp. by the diluted weighted average number of common shares and exchangeable shares outstanding during each period.
Recently issued accounting pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU expands public entities’ income tax disclosures by requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as disaggregation of annual income taxes paid. For emerging growth companies, this ASU is effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the impact of this standard and will adopt the standard in its annual report for the year ending April 30, 2027. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which includes amendments requiring disclosure of certain specific costs and expenses included in relevant expense captions on the face of the income statement. Specific costs and expenses required to be disclosed include purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In addition, a qualitative description of other items is required, representing the difference between the relevant expense caption and the separately disclosed specific costs. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively at the option of the Company. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU includes amendments to several Topics, including clarification of the calculation of diluted earnings per share when a loss from continuing operations exists. The guidance is effective for annual periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. In May 2026, the FASB issued ASU 2026-02, Accounting for Environmental Credit Programs. The amendments in this update provide guidance on the recognition, measurement, presentation, and disclosure of environmental credits and obligations associated with environmental credit programs, including renewable energy credits, carbon credits, and similar instruments. The guidance is intended to improve consistency in the accounting for environmental credit programs across entities and industries. The amendments in ASU 2026-02 are effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that adoption of ASU 2026-02 will have on its consolidated financial statements and related disclosures. |