Stockholders' Equity |
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| Stockholders' Equity | 11. Stockholders’ Equity
Common Stock The authorized share capital of the Company is comprised of a total of 1,000,000,000 shares of capital stock, consisting of (i) 999,990,000 shares of common stock, $0.001 par value per share (“common stock”), (ii) one share of special voting stock, $0.001 par value per share (the “Special Voting Share”), and (iii) 9,999 shares of preferred stock, $0.001 par value per share (“preferred stock”). The Company’s historical common stock accounts have been recast retrospectively to give effect to New URC’s legal capital structure from inception 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; 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. See Note 2 for further discussion of the basis of presentation and the retrospective adjustment of the Company’s legal capital structure. UEC Subscription On April 27, 2026, Uranium Energy Corp. (“UEC”) which then owned approximately 12% of Old URC’s outstanding common shares, subscribed for subscription receipts of Old URC at a price of $3.64 for total proceeds of $40.0 million. Each subscription receipt was automatically converted into one share of Old URC upon the satisfaction of escrow release conditions set out in the subscription agreement, which included the conditions precedent to the arrangement, stock exchange and shareholder approvals. On July 27, 2026, Old URC issued the shares in satisfaction of the subscription and proceeds of $40.0 million, including accumulated interest of $0.3 million, was released from escrow. Prior to close, the subscription liability was remeasured at fair value. A gain of $12.8 million was recorded during the three months ended July 31, 2026. Exchangeable Shares On July 27, 2026, in connection with the Transaction, UROY ExchangeCo Ltd., an indirect wholly-owned subsidiary of the Company, issued 3,856,695 exchangeable shares (the “Exchangeable Shares”) to eligible shareholders of Uranium Royalty Corp. (Canada) who elected to receive one Exchangeable Share in exchange for each common share of Uranium Royalty Corp. (Canada). Each Exchangeable Share is exchangeable at the holder’s option for one share of the Company’s common stock and is substantially the economic equivalent thereof. Holders of Exchangeable Shares are entitled to equivalent dividends and distributions and, through a voting and exchange trust agreement, one vote on the same basis and in the same circumstances as a holder of one share of the Company’s common stock. Public Offerings During the year ended April 30, 2026, the Company issued 12,644,524 common shares (the “Offering”) (2025: nil) under an at-the-market equity program (“ATM Program”) for gross proceeds of $54.0 million (2025: nil) with aggregate commissions paid or payable to the Agents and other share issue costs of $1.1 million (2025: nil), net of tax benefits of $0.3 million (2025: nil). Pursuant to the Distribution Agreement, the Offering has been terminated upon the issuance and sale of all of the shares of the Company's common stock subject to the Distribution Agreement. The ATM Program is initiated by the Company from time to time to allow the Company to distribute common shares of the Company (the “ATM Shares”) to the public from time to time, through agents, at the Company's discretion. The ATM Shares sold under the ATM Programs are sold at the prevailing market price at the time of sale. No ATM Shares were distributed by the Company during the three months ended July 31, 2026. Class A and Class B Preferred Stock
The Company is authorized to issue 9,999 shares of preferred stock with a par value of $0.001 per share. On July 27, 2026, in connection with the Sweetwater acquisition, the Company issued one Class A preferred share to Orion and one Class B preferred share to OTPP.
The Class A and Class B preferred shares are non-voting and are not convertible into any other securities of the Company. The preferred shares, including the rights to payments associated with the shares, rank senior to the Company’s common stock and any other equity interests of the Company with respect to dividends and distributions upon liquidation, dissolution or winding up.
The preferred shares entitle Orion and OTPP to receive cash payments representing their proportionate share of the cash and restricted cash held by the Sweetwater Entities at the Acquisition Date, after payment of specified obligations and retention of a minimum of $15.0 million of unrestricted cash. The Class A preferred shareholder is entitled to 72.83% of the payments, and the Class B preferred shareholder is entitled to 27.17%.
The Company is required to apply 100% of the cash distributions it receives from the Sweetwater Entities toward payment of the outstanding Sweetwater Cash Dividends until the remaining balance is paid in full. Payments are required on March 31 and September 30 of each year while any amount remains outstanding. The Company may make payments earlier, to the extent administratively feasible, upon providing at least two days’ prior written notice to each holder. The redemption price of the preferred shares at any date is equal to the remaining unpaid amount. Upon payment in full, the Class A and Class B preferred shares will automatically be redeemed and cease to be outstanding. Before that time, the Company may, at its option, redeem the preferred shares for cash equal to the remaining unpaid amount.
While the preferred share remains outstanding, the Company is subject to certain restrictions, including restrictions on dividends and other distributions on its common stock, redemptions or repurchases of other equity interests, and the issuance of securities ranking senior to or pari passu with the preferred shares, unless the holders provide their written consent.
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 included in the consideration transferred in the Sweetwater acquisition.
At July 31, 2026, the Class A and Class B preferred shares had an aggregate carrying amount of $22.6 million and were presented as mandatorily redeemable preferred stock in liabilities. Accordingly, no carrying amount related to the Class A or Class B preferred shares is included in stockholders’ equity.
Additional Paid-in Capital Stock Options On July 27, 2026, in connection with the Transaction, each of the outstanding and unexercised 1,538,150 options to purchase common shares of Old URC prior to the Acquisition Date was exchanged on a one-for-one basis for an option to purchase shares of the Company's common stock. The replacement options are subject to the same number of underlying shares, the same Canadian-dollar exercise prices, the same vesting schedules (with no acceleration), the same expiry dates, and substantially the same other terms as the options they replaced. The replacement options remain equity-classified, and no incremental compensation cost was recognized as a result of the exchange. The following outlines movements of the Company's stock options:
During the three months ended July 31, 2026 and July 31, 2025, there were no share options granted. A summary of share options outstanding and exercisable at July 31, 2026, is as follows:
The amount of share-based compensation expense recognized during the three months ended July 31, 2026, was $78 (2025: $62). |
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