3. Acquisition of Sweetwater

On July 27, 2026 (the “Acquisition Date”), the Company completed the Transaction contemplated by the Arrangement Agreement dated April 16, 2026. Pursuant to the Transaction, the Company acquired an approximately 92% ownership interest in entities holding a portfolio of royalty, mineral, surface, lease and related rights in Wyoming, Utah and Colorado (collectively, "Sweetwater" or the “Sweetwater Entities”) from entities affiliated with Orion Resource Partners (USA) LP (“Orion”) and HRG Metals LP, a subsidiary of the Ontario Teachers’ Pension Plan (“OTPP,” and together with Orion, the “Sweetwater Investors”).

The acquired Sweetwater Entities consist principally of Sweetwater Trona Fund LP and its 52.19% interest in Uinta Development Company ("UDC"), Aggie Grazing Fund LP, Cougar Utah Fund LP, Sweetwater Trona Block LLC, Aggie Grazing Block LLC, Cougar Utah Block LLC and Green River Management Holdings LLC and their respective subsidiaries, excluding UPX Minerals Inc.

The primary purpose of the Transaction was to add cash-generating trona royalties and extensive land and mineral interests that are expected to provide significant cash flow to support the Company’s acquisition of additional uranium royalties and other uranium related assets.

Immediately following the closing of the Transaction, former URC shareholders owned approximately 41.4% of the Company’s outstanding common shares, while entities affiliated with Orion Resource Partners (USA) LP and OTPP owned approximately 42.7% and 15.9%, respectively. Although the Sweetwater Investors collectively owned approximately 58.6% of the Company’s outstanding common shares, they are separate investors and were not considered an organized group. In the absence of a single shareholder holding a majority voting interest, the Company was determined to be the accounting acquirer based principally on its continued control of the board of directors and senior management immediately following the closing. Provided the applicable investor continues to hold at least 10% of the Company’s voting securities, Orion may designate director nominees proportionate to their ownership, while OTPP may designate one nominee. However, the aggregate number of directors designated by the Sweetwater Investors may not equal or exceed 50% of the board, and each nominee must be approved by the board’s nominating committee. As of the date these consolidated financial statements were authorized for issuance, the board consisted of eight directors, including two Orion designees; OTPP had not designated a director. Accordingly, the Sweetwater Entities were identified as the accounting acquiree, and their assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values. The Transaction was accounted for as a business combination

using the acquisition method of accounting under ASC 805, Business Combinations. The results of operations of the Sweetwater Entities have been included in the Company’s consolidated financial statements beginning on the Acquisition Date.

In connection with the Transaction, New URC was formed and served as the ultimate parent company and carries on the business of each of Old URC and of the Sweetwater Entities.

Immediately prior to closing, New URC issued one Class A preferred share to Orion and one Class B preferred share to OTPP as part of the consideration transferred for the Sweetwater interests. The preferred shares entitle Orion and OTPP to receive cash payments that represent their proportionate share of cash held by the Sweetwater Entities at the Acquisition Date in excess of the agreed amount to be retained by the Sweetwater Entities. Because the preferred shares embody an obligation requiring settlement in cash at specified or determinable dates, they are accounted for as mandatorily redeemable financial instruments and classified as liabilities under ASC 480. The acquisition-date fair value of the preferred shares was $22.6 million and was included in the consideration transferred in accordance with ASC 805.

The common shares had a deemed price of $3.64 per share pursuant to the Arrangement Agreement. For accounting purposes, the common shares were measured at the acquisition-date fair value using the closing market price of $2.74 per share on July 27, 2026.

The Class A and Class B preferred shares were presented as mandatorily redeemable preferred stock in liabilities. See Note 11, Stockholders' Equity, for additional information regarding the terms of the Class A and Class B preferred shares.

The acquisition-date fair value of the identifiable net assets attributable to the Company equaled the fair value of the consideration transferred. Accordingly, no goodwill or bargain-purchase gain was recognized.

The acquisition-date fair value of land was determined using a market approach based on comparable market transactions, adjusted for differences in the characteristics of the acquired land and the comparable properties. The acquisition-date fair value of the mineral properties and interests was estimated using an income approach based on discounted expected future cash flows associated with the underlying mineral properties and interests.

The acquisition-date fair value of the assumed debt was estimated by discounting the contractual cash flows using a market interest rate of 7.7% as of July 27, 2026. See Note 10 for additional information regarding the Company’s debt.

The acquisition-date fair value of noncontrolling interests was $130,621, consisting of $83,853 attributable to the 8% interest in the Sweetwater Entities not acquired by the Company and $46,768 attributable to a 47.81% noncontrolling interest in UDC. The fair value of the unacquired 8% interest was estimated by reference to the transaction price paid for the acquired 92% interest and the parties’ relative ownership interests. The fair value of the UDC noncontrolling interest was based on its proportionate interest in the estimated fair value of UDC’s net assets.

The purchase price allocation is preliminary and subject to revision as the Company continues to obtain information regarding facts and circumstances that existed as of the Acquisition Date. The Company expects to finalize the valuation of acquired assets and assumed liabilities within the measurement period prescribed by ASC 805, which will not exceed one year from the Acquisition Date.

From the Acquisition Date through July 31, 2026, Sweetwater contributed revenues of approximately $654 and net income of approximately $55 to the Company’s consolidated statements of income.

Supplemental pro forma information

The unaudited pro forma information is presented for informational purposes only and does not necessarily reflect the results of operations that would have occurred had the Transaction been completed on the date indicated, nor is it indicative of future operating results.

Acquisition related costs

The Company incurred acquisition-related costs of approximately $15,061 during the three months ended July 31, 2026 (year ended April 30, 2026: $2,327). These costs were recognized in the consolidated statements of income (loss) and comprehensive income (loss) as incurred.