Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Uranium Royalty Corp.

(Exact name of registrant as specified in its charter)

141 Union Blvd, Suite #310

Lakewood, CO 80228

(720) 657-1700

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Scott Melbye

141 Union Blvd, Suite #310

Lakewood, CO 80228

(720) 657-1700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies of communications to:

As soon as practicable after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS - SUBJECT TO COMPLETION, DATED OCTOBER 1, 2026

Uranium Royalty Corp.

Up to 226,719,982 Shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling stockholders identified herein (the “Selling Stockholders”) of up to 226,719,982 shares of our common stock, par value $0.001 per share (“Common Stock”), consisting of (i) 223,252,749 shares of Common Stock issued to those specific selling stockholders set forth in footnotes 3 and 4 under “Selling Stockholders” herein (the “Sweetwater Investors”) in a private placement completed on July 27, 2026, in connection with the business combination (the “Arrangement”) between the Company (as successor to Uranium Royalty Corp. (Canada)) and the Sweetwater Investors and (ii) 3,467,233 shares of Common Stock issuable upon exchange of Exchangeable Shares issued by UROY ExchangeCo Ltd. to those specific selling stockholders set forth in footnotes 5 through 26 under “Selling Stockholders” herein (such holders, the “Future Exchangeable Share Stockholders”). The shares of Common Stock described in the preceding sentence are referred to, collectively, as the “Registrable Securities.”

We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of the Registrable Securities by the Selling Stockholders.

The Selling Stockholders may sell the Registrable Securities described in this prospectus in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices, as described under “Plan of Distribution.”

Our Common Stock is traded on the Nasdaq Capital Market under the symbol “UROY.” On September 30, 2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $4.04 per share.

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus and in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, which is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is                 , 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

You should rely only on the information that we have provided or incorporated by reference in this prospectus. Neither we nor the Selling Stockholders have authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date on the cover of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus and the documents incorporated by reference into this prospectus include statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the Selling Stockholders have independently verified the accuracy or completeness of this information.

The Selling Stockholders are offering the shares of Common Stock only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance of the shares of Common Stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the shares and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the shares of Common Stock offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the sections entitled “Where You Can Find Additional Information” and “Incorporation of Certain Information By Reference.”

Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Uranium Royalty,” “New URC,” the “Company,” “we,” “us,” “our” and similar references refer to Uranium Royalty Corp., a Delaware corporation, and its consolidated subsidiaries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such forward-looking statements concern our anticipated results and progress of our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. All statements contained herein that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “may,” “will,” “could,” “leading,” “intend,” “contemplate,” “shall” and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements.

Forward-looking statements in this prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

We will not update forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. You are advised to consult any further disclosures we make in our reports to the Securities and Exchange Commission (the “SEC”), including our reports on Forms 10-K, 10-Q and 8-K. Our filings list various important factors that could cause actual results to differ materially from expected results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

PROSPECTUS SUMMARY

This summary contains basic information about us and this offering. This summary highlights selected information contained elsewhere in, or incorporated by reference into, this prospectus. This summary is not complete and may not contain all of the information that is important to you and that you should consider before deciding whether or not to invest in our securities. For a more complete understanding of the Company and its securities, you should carefully read this prospectus, including any information incorporated by reference herein in its entirety. Investing in our securities involves risks that are described in this prospectus under the heading “Risk Factors” and under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, and in our other filings with the SEC.

Overview

Uranium Royalty Corp., a Delaware corporation formed on May 1, 2026 (“Uranium Royalty,” “New URC,” the “Company,” “we,” “us” or “our”), is a diversified royalty and streaming company focused on uranium and critical minerals. The Company holds royalty interests in uranium projects, including four production-stage and twenty exploration-stage properties, as well as soda ash and trona operations consisting of five production-stage and two exploration-stage interests. The Company also holds physical uranium inventory and is one of the largest landowners in Wyoming with approximately 850,000 acres of fee surface rights and approximately 4.5 million acres of mineral rights in fee. Our Common Stock trades on the Nasdaq Capital Market under the symbol “UROY.”

The Company commenced reporting under the Exchange Act, on July 27, 2026, succeeding Uranium Royalty Corp. (Canada) (“URC Canada”) under Rule 12g-3(a) of the Exchange Act, following the completion of a court-approved plan of arrangement (the “Arrangement”). In connection with the Arrangement, the Company acquired all of the business and operations previously conducted by URC Canada and certain assets acquired from the Sweetwater Investors.

For additional information regarding our business, financial condition and results of operations, including a detailed description of our royalty portfolio and assets, please refer to our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, and our Quarterly Report on Form 10-Q for the quarter ended July 31, 2026, which are incorporated by reference herein.

Corporate Information

The mailing address of our principal executive office is 141 Union Blvd, Suite #310, Lakewood, CO 80228, and our telephone number is (720) 657-1700. Our website is located at www.uraniumroyalty.com. Information found on, or accessible through, our website is not a part of, and is not incorporated into this prospectus and you should not consider it part of this prospectus.

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (i) April 30, 2027; (ii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iii) the date on which we are deemed to be a large accelerated filer under applicable rules of the SEC.

For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include: (i) being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; (ii) not being required to comply with the requirement for auditor attestation of our internal controls over financial reporting; (iii) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; (iv) reduced disclosure obligations regarding executive compensation; and (v) not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

RISK FACTORS

Our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, which is incorporated by reference into this prospectus, as well as our other filings with the SEC, include material risk factors relating to our business. Those risks and uncertainties and the risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties that are not presently known to us or that we currently deem immaterial or that are not specific to us, such as general economic conditions, may also materially and adversely affect our business and operations. If any of those risks and uncertainties or the risks and uncertainties described below actually occur, our business, financial condition or results of operations could be harmed substantially. In such a case, you may lose all or part of your investment. You should carefully consider the risks and uncertainties described below and those risks and uncertainties incorporated by reference into this prospectus, as well as the other information included in this prospectus, before making an investment decision with respect to our Common Stock.

Risks Related to this Offering

The number of securities being registered for resale is significant in relation to the number of our outstanding shares of Common Stock.

We have filed a registration statement of which this prospectus forms a part to register up to 226,719,982 shares of Common Stock for sale into the public market by the Selling Stockholders. These shares represent approximately 60.1% of our outstanding shares of Common Stock as of September 30, 2026. The sale of a significant number of shares of Common Stock in the market, or the perception that such sales could occur, whether or not they actually occur, could depress the market price of our Common Stock during the period the registration statement remains effective and could also affect our ability to raise equity capital.

Resales of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock to fall.

We are registering the Registrable Securities for resale by the Selling Stockholders. The sale of shares of Common Stock in the public market by the Selling Stockholders or any subsequent transferees could result in downward pressure on the market price of our Common Stock. Furthermore, in the future, we may issue additional shares of Common Stock or other equity or debt securities exercisable or convertible into Common Stock. Any such issuance could result in substantial dilution to our existing stockholders and could cause our stock price to decline.

Investors who buy shares in this offering at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results.

USE OF PROCEEDS

We are not offering any of the shares of Common Stock offered by this prospectus and we will not receive any proceeds from the sale of such shares. The Selling Stockholders will receive all of the proceeds from the sale of the shares of Common Stock offered by this prospectus.

DIVIDEND POLICY

We have never declared or paid any cash dividends on shares of our Common Stock and we do not currently intend to declare or pay any cash dividends on our Common Stock in the foreseeable future. We expect to retain all available funds and future earnings, if any, to fund the development and growth of our business. Any future determination to declare and pay dividends, if any, on our shares of Common Stock will be at the discretion of our board of directors and will depend on, among other factors, the terms of any outstanding preferred stock, our results of operations, financial condition, capital requirements and contractual restrictions.

DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our certificate of incorporation and bylaws are summaries of material terms and provisions and are qualified by reference to our Certificate of Incorporation and Bylaws, copies of which have been filed with the SEC as exhibits to our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, filed on July 28, 2026, and are incorporated by reference into the registration statement of which this prospectus forms a part. This is a summary only and does not purport to be complete.

Authorized Capital Stock

Our authorized capital stock consists of 999,990,000 shares of Common Stock, $0.001 par value per share, one (1) share of Special Voting Stock, $0.001 par value per share (the “Special Voting Share”), and 9,999 shares of preferred stock, $0.001 par value per share.

As of September 30, 2026, we had 377,210,623 shares of Common Stock, 1 share of Class A Preferred Stock, 1 share of Class B Preferred Stock and 1 Special Voting Share outstanding.

Common Stock

Holders of our Common Stock are entitled to one vote for each share of Common Stock held of record for the election of directors and on all matters submitted to a vote of stockholders. Unless otherwise required by law, the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter.

Holders of our Common Stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any preferred stock then outstanding. Upon our dissolution, liquidation or winding up, holders of our Common Stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any preferred stock then outstanding. Holders of our Common Stock have no preemptive, subscription, redemption, or conversion rights, and no sinking fund provisions are applicable to our Common Stock.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 9,999 shares of preferred stock, $0.001 par value per share. Our board of directors is authorized to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders.

As of the date of this prospectus, the following shares of preferred stock are outstanding:

One (1) share of Class A Preferred Stock and one (1) share of Class B Preferred Stock are outstanding. The Class A Preferred Stock and Class B Preferred Stock rank senior and in priority of payment to the Common Stock, the Special Voting Share, any other preferred stock and any other equity interests of the Company in any liquidation, dissolution or winding up. While either class is outstanding, no dividends or distributions on, or purchases or redemptions of, the Common Stock, the Special Voting Share, any other preferred stock or any other equity interests may be declared or paid, except for the automatic redemption of the Special Voting Share in accordance with the Certificate of Incorporation. Neither class has voting rights and each is non-voting.

Without the written consent of both holders, the Company and its subsidiaries may not (i) issue equity securities or securities convertible, exchangeable or exercisable for equity securities ranking pari passu with or senior to either class, (ii) make certain restricted payments, including dividends, distributions, purchases or redemptions of equity securities, subject to specified exceptions, (iii) sell, convey, transfer or otherwise dispose of all or substantially all of their assets unless the cash consideration is at least equal to the fair market value of the assets and sufficient to pay the Redemption Price, or (iv) amend their organizational documents or the Certificate of Designation in a manner materially adverse to the holders or materially differentially adverse to them. A holder may transfer its shares, without Company consent, to one or more of its affiliates, subject to compliance with applicable securities laws. The full terms of the Class A Preferred Stock and Class B Preferred Stock are set forth in the Certificate of Designation, incorporated by reference herein as Exhibit 3.3.

Special Voting Share

The Company has authorized and issued one (1) Special Voting Share, which is held by Computershare Trust Company of Canada, as trustee, pursuant to the Voting and Exchange Trust Agreement entered into in connection with the Arrangement. The Special Voting Share entitles the trustee to exercise, on behalf of holders of Exchangeable Shares issued by UROY ExchangeCo Ltd. (a wholly-owned subsidiary of the Company), one vote per outstanding Exchangeable Share at any meeting of the holders of Common Stock (or any written consent of stockholders in lieu of a meeting). The Special Voting Share is not transferable except in connection with a replacement trustee under the Voting and Exchange Trust Agreement.

Exchangeable Shares

In connection with the Arrangement, UROY ExchangeCo Ltd. (“ExchangeCo”) issued 3,856,695 Exchangeable Shares to certain former shareholders of Uranium Royalty Corp. (Canada). Each Exchangeable Share is exchangeable, at the option of the holder, for one share of Common Stock of the Company, subject to the terms and conditions of the Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement. Until exchanged, holders of Exchangeable Shares are entitled to economic and voting rights that are substantially equivalent to those of holders of Common Stock through the Special Voting Share and dividend equivalent rights.

Anti-Takeover Effects of Delaware Law and Provisions of Our Certificate of Incorporation and Bylaws

Delaware Takeover Statute

We are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Corporate Opportunity Waiver

Our Certificate of Incorporation contains a corporate opportunity waiver provision with respect to the Sweetwater Investors and their respective affiliates. Neither the Sweetwater Investors nor any of their affiliates has any duty to present corporate opportunities to the Company except where such opportunities are expressly offered to a director of the Company in his or her capacity as a director.

Transfer Agent and Registrar

Our transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

Listing

Our common stock is listed on The Nasdaq Capital Market under the trading symbol “UROY.”

SELLING STOCKHOLDERS

The shares of Common Stock being offered by the Selling Stockholders under this prospectus consist of (i) 223,252,749 shares of Common Stock issued to the Sweetwater Investors in connection with the Arrangement on July 27, 2026 and (ii) 3,467,233 shares of Common Stock issuable upon exchange of Exchangeable Shares issued by ExchangeCo to certain former shareholders of Uranium Royalty Corp. (Canada).

We are registering the Registrable Securities pursuant to the Investors Rights Agreement, dated as of July 27, 2026, by and among the Company, the Orion Sellers (as defined below), Ontario Teachers’ Pension Plan Board (“OTPPB”) and HRG Metals LP (the “Investors Rights Agreement”).

The Sweetwater Investors are subject to a lock-up period of 180 days following the closing of the Arrangement, subject to early release if the volume-weighted average price of our Common Stock equals or exceeds $5.47 per share over any 20 consecutive trading days beginning 90 or more days after such closing date.

To our knowledge, within the past three years, none of the Selling Stockholders has held a position as an officer or a director of ours, nor had any other material relationship of any kind with us or any of our affiliates, except to the extent set forth in the footnotes to the table below.

The table below lists each of the Selling Stockholders and other information regarding the beneficial ownership of the shares of our Common Stock by each of the Selling Stockholders as of September 30, 2026. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

PLAN OF DISTRIBUTION

Each Selling Stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the Common Stock is traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. A Selling Stockholder may use any one or more of the following methods when selling securities:

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. If we are notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law.

The Selling Stockholders also may transfer or donate the shares of Common Stock in other circumstances, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Sweetwater Investors against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. The Sweetwater Investors have agreed to indemnify the Company against certain losses, claims, damages and liabilities, including liabilities under the Securities Act arising out of any untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by the Sweetwater Investors for use in connection with this prospectus and the registration statement of which this prospectus is a part.

We agreed to keep this prospectus effective until all of the Registrable Securities covered hereby have ceased to be Registrable Securities, which generally occurs when such securities have been (i) disposed of pursuant to an effective registration statement, (ii) sold pursuant to Rule 144 under the Securities Act (or any other rule of similar effect) without any restrictions on resale being imposed on the transferee, or (iii) otherwise cease to be outstanding. The securities covered hereby will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. There can be no assurance that any Selling Stockholder will sell any or all of the securities registered pursuant to the registration statement of which this prospectus forms a part, provided that such liability of the Sweetwater Investors shall not exceed the net proceeds (after deducting underwriter discounts and commissions) received by such Sweetwater Investors from the sale of Common Stock giving rise to such indemnification obligation.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the securities by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Once sold under the registration statement of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS OF

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

The following tables and accompanying notes summarize the combined financial data of Sweetwater Trona Fund LP, Aggie Grazing Fund LP and Cougar Utah Fund LP for the three and six months ended June 30, 2026 and 2025, expressed in thousands of United States dollars.

SWEETWATER TRONA FUND LP

AGGIE GRAZING FUND LP

AND COUGAR UTAH FUND LP

Combined Financial Statements

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars)

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

Combined Balance Sheets

(Unaudited - Expressed in thousands of US dollars)

Nature of operations (Note 1)

Subsequent events (Note 16)

The accompanying notes are an integral part of these combined financial statements.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

Combined Statements of Operations

(Unaudited - Expressed in thousands of US dollars)

The accompanying notes are an integral part of these combined financial statements.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

Combined Statements of Members’ Equity

(Unaudited - Expressed in thousands of US dollars)

The accompanying notes are an integral part of these combined financial statements.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

Combined Statements of Cash Flows

(Unaudited - Expressed in thousands of US dollars)

The accompanying notes are an integral part of these combined financial statements.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars, except where noted)

These combined financial statements as at and for the three and six months ended June 30, 2026 and 2025 (the “combined financial statements”) combine the consolidated financial statements of Sweetwater Trona Fund LP (“Sweetwater”), Aggie Grazing Fund LP (“Aggie”) and Cougar Utah Fund LP (“Cougar”) (each a “Fund”, and collectively, the “Group Funds”) which are limited partnerships formed in 2020.

All references to the Group Funds are reported on a combined basis, except where the context indicates otherwise. The Group Funds were formed to hold the mineral rights and land acquired in an asset acquisition on October 19, 2020 from Upland Industries Corporation, Anadarko Land Corp, and Anadarko E&P Onshore LLC. The Group Funds’ mineral rights and land are located in Wyoming, Utah, Colorado, and Michigan and the Group Funds receives royalty revenue and surface revenue associated with these assets.

The unaudited combined financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared on the same basis as the Group Funds audited financial statements for the year ended December 31, 2025 and reflect all normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the Group Funds financial position as of June 30, 2026 and results of operations, members’ equity, and cash flows for the periods presented. These unaudited combined financial statements are prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”) applicable to interim financial information. Accordingly, certain information and disclosures normally included in annual financial statements have been condensed or omitted. These unaudited combined financial statements should be read in conjunction with the Group Funds’ audited combined financial statements for the year ended December 31, 2025.

As the Group Funds are under common control, these combined financial statements have been prepared on an accrual basis and are based on historical costs, except for certain financial instruments classified as fair value through profit or loss.

These combined financial statements incorporate the consolidated financial statements of each Fund. The consolidated financial statements of each Fund consolidate all controlled subsidiaries/entities. Control exists where a Fund has controlling voting interest and is deemed to be the primary beneficiary. Subsidiaries are included in the consolidated financial statements of the respective Fund from the date control commences until the date control ceases.

All intercompany balances and transactions are eliminated within each Fund business silo upon consolidation. Transactions between each Fund and their respective parent entity and transactions with Cowboy Land Fund LP, and its subsidiaries (together referred to as “Cowboy”) are classified as related party transactions in the combined financial statements.

These combined financial statements are presented in United States dollars, the functional currency of the Group Funds and all its subsidiaries/controlled entities. The functional currency is the currency of the primary economic environment in which an entity operates.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars, except where noted)

These combined financial statements include the accounts of the Group Funds and its subsidiaries as at June 30, 2026 as follows:

The accounting policies applied in these unaudited combined financial statements are consistent with those described in the Group Funds’ audited combined financial statements as of and for the year ended December 31, 2025.

Mineral properties are evaluated for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. When impairment indicators are identified, the recoverability of the carrying value of the mineral properties is evaluated based upon estimated future undiscounted net cash flows from each royalty interest using estimates of proven and probable reserves and other relevant information received from the operators. Impairments in the carrying value of each property are measured and recorded to the extent that the carrying value of each property exceeds its estimated fair value, which is generally calculated using estimated future discounted cash flows. During the six months ended June 30, 2026 or 2025, no impairment indicators were identified and no impairment was recognized.

Land is stated at historical cost. Valuations are periodically performed or obtained by management whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairments, if any, are recorded by a charge to net income and a valuation allowance if the carrying value of the property exceeds its estimated fair value. During the six months ended June 30, 2026 or 2025, no impairment indicators were identified and no impairment was recognized.

Pronouncements between June 30, 2026 and the date of this report are not expected to have a significant impact on the Group Funds’ operations, balance sheets, or cash flows, nor does the Group Funds expect the adoption of recently issued, but not yet effective, accounting pronouncements to have a significant impact on the Group Funds’ operations, balance sheets or cash flows.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars, except where noted)

Royalties are payments received in exchange for granting rights to extract, process, market and sell various resources, including minerals and renewable energy, from the Group Funds’ 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, the Group Funds 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, the Group Funds 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 the Group Funds’ customer. The Group Funds 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, the Group Funds 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 the Group Funds’ provide for advanced minimum royalty (“AMR”) payments, in which payments are received monthly or quarterly. AMR payments are treated as deferred revenue 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. One of the Group Funds’ contracts does not provide for AMR payments; royalty payments are due quarterly in arrears 25 days following the end of each quarter.

The Group Funds generates lease bonus revenue by leasing certain mineral interests to third-party operators. A lease agreement represents the Group Funds’ contract with a customer and generally grants the third-party operator rights to extract and sell certain minerals in exchange for lease bonus payments and a specified royalty interest.

During the three and six months ended June 30, 2026, the Group Funds recognized $15.4 million and $15.4 million, respectively in lease bonus revenue (2025 - $nil and $nil, respectively).

The Group Funds earns surface revenue primarily from surface use leases and easement payments. When the Group Funds receives a signed contract and payment, the parcel of land is made available to the respective customer. As of June 30, 2026, $1.0 million was recognized as deferred revenue (December 31, 2025 - $1.6 million).

The Group Funds earns annual rental revenue primarily from land rental payments. When the Group Funds receives a signed contract and payment, the parcel of land is made available to the respective customer.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars, except where noted)

The use of the Group Funds’ trona mineral royalty cash receipts is restricted under a Depositary Agreement, as required by the Royalties Notes (Note 11) among Sweetwater Royalties LLC, CITIBANK, National Association (“CITIBANK”), acting as Depositary Agent and CITIBANK as the Collateral Agent. CITIBANK has been granted a security interest in all of Sweetwater Royalties LLC’s right, title, and interest to the restricted cash accounts and all financial assets held in or credited to the restricted cash accounts as security for the obligations of the Group Funds to the holders of the Royalties Notes. In general, restricted amounts are utilized to pay fees directly associated with the Royalties Notes, principal and interest on the Royalties Notes, certain Group Funds’ operating expenses, tax distributions and excess cash sweep amounts, if required. These payments are made in order of priority (each, a “Waterfall Level”) as specified in the depositary agreement. In addition, certain minimum debt service reserve cash balances are required.

On a semi-annual basis aligning with the Royalties Notes payment date, any remaining funds after each Waterfall Level requirement has been satisfied are paid to the Group Funds. As of June 30, 2026, the Royalties Notes payment due on March 31, 2026 has been made, and all Waterfall Level requirements have been satisfied.

A summary of the Group Funds’ restricted cash balances are as follows:

A summary of the Group Funds’ accounts receivable and accrued receivables are as follows:

On December 31, 2024, Aggie Grazing LLC sold land with a carrying value of $4.6 million for gross proceeds of $18.4 million. As a result, the Group Funds recorded a gain on sale of land of $13.8 million. On January 2, 2025, the Group Funds received cash of $18.4 million from the purchasing party.

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars, except where noted)

A summary of the Group Funds’ prepayments are as follows:

A summary of the Group Funds’ mineral properties is as follows:

A summary of the Group Funds’ activity related to AMR is as follows:

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars, except where noted)

A summary of the Group Funds’ long term debt is as follows:

Senior Secured Notes due 2040

On October 19, 2020, Sweetwater Royalties LLC issued $688.8 million of 5.32% senior secured notes which mature on September 30, 2040 (the “Royalties Notes”) pursuant to the Note Purchase Agreement between Sweetwater Royalties LLC and each of the noteholders dated August 19, 2020 (“Royalties Notes Agreement”). Principal and interest payments are due semi-annually on March 31 and September 30 of each year. The principal payment amounts vary and escalate over the term of the Royalties Notes Agreement. A schedule of the principal payment amounts is included in the Royalties Notes Agreement.

During the six months ended June 30, 2026 and 2025, the Group Funds paid total principal payments of $6.9 million and $6.3 million, respectively, and total interest payments of $16.8 million and $17.1 million, respectively. The Royalties Notes are secured by Sweetwater Trona OpCo LLC’s mineral properties and all associated income from those properties, with an effective interest rate of 5.38%.

Sweetwater Royalties LLC is currently in compliance with all financial and general covenants required by the Royalties Notes Agreement. During the six months ended June 30, 2026, the Group Funds recorded $16.7 million (2025 - $17.1 million) of interest expense on the Royalties Notes.

A summary of the Group Funds’ payment obligations on long term debt as of June 30, 2026, is as follows:

Sweetwater Management LLC (“Sweetwater Management”), a wholly owned subsidiary of Sweetwater, entered into management services agreements with Sweetwater and its other subsidiaries, Aggie and its subsidiaries, Cougar and its subsidiaries and Cowboy. Cowboy entities are related by virtue of common control. Per these agreements, Sweetwater Management provides certain administrative and management services to the other entities under common control. Sweetwater, Aggie, Cougar, and Cowboy will reimburse Sweetwater Management for these services at various times throughout the year.

As at June 30, 2026, $0.04 million receivable balance related to these agreements from Cowboy is included in the due from related party balance on the combined balance sheets (December 31, 2025 - $0.04 million). During the six months ended June 30, 2026, $0.17 million of administrative and management services paid by Sweetwater Management were expensed to Cowboy from general and administrative expenses in the combined statements of operations (2025 - $0.24 million).

SWEETWATER TRONA FUND LP, AGGIE GRAZING FUND LP AND COUGAR UTAH FUND LP

For the three and six months ended June 30, 2026 and 2025

(Unaudited - Expressed in thousands of US dollars, except where noted)

During the year ended December 31, 2022, the Group Funds entered into an option and earn-in agreement (the “Option Agreement”) with Talon Metals Corp (“Talon”) for Talon to acquire up to an 80% ownership interest in the mineral rights in a land package owned by UPX (“UPX Mineral Rights”), subject to certain requirements, including minimum exploration expenditure and drilling over five years. The transfer of the UPX Mineral Rights is contingent upon Talon completing the minimum exploration requirements. Upon completion of the Option Agreement, ownership interests in the UPX Mineral Rights will be transferred to a joint venture between UPX and Talon.

As partial consideration for entering the Option Agreement, Talon assumed the Group Funds’ $6.0 million loan payable to a third party and subsequently issued shares to that third party to settle the debt. The fair value of the UPX Mineral Rights is determined to be $6.0 million on the basis that it was acquired by a third party in an arm’s length transaction with no discount or premium upon issuance and is classified as within Level 3 of the fair value hierarchy. There have been no changes to the fair value on the UPX Mineral Rights from the date of issuance to June 30, 2026 as there have been no events or transactions resulting in a change to the exploration stage of the UPX Mineral Rights.

A summary of the Group Funds’ distributions and dividends for the six months ended June 30, 2026 and 2025 are as follows:

Other than the long term debt outlined in Note 11, the Group Funds had no material commitments and contingencies or litigations as of June 30, 2026 or December 31, 2025.

On July 27, 2026, the arrangement agreement entered into between Uranium Royalty Corp. (“URC”) and certain affiliates of Orion Resource Partners (USA) LP and Ontario Teachers’ Pension Plan (collectively, the “Sweetwater Investors”) pursuant to which, among other things, URC would acquire the Sweetwater Investors’ approximate 92% interest in entities, including the Group Funds, for approximately $964.3 million plus the assumption of the Group Funds’ debt, closed and the Group Funds have become subsidiaries of URC. The consideration includes $330.0 million cash, $611.7 million common shares of URC and $22.6 million mandatorily redeemable preferred stock. The common shares were valued at the July 27 closing price of $2.74, rather than the contractual deemed price of $3.64. The preferred stock represents URC’s obligation for specified excess acquisition-date cash payments to the sellers. In conjunction with the transaction, the Group Funds distributed $17.0 million of unrestricted cash to the owners existing prior to the transaction and post-closing will distribute a further $24.6 million to such owners as it becomes available from restricted cash.

Sweetwater Trona Fund LP distributed all of UPX’s shares to the owners existing prior to the transaction.

The Group Funds has evaluated subsequent events from June 30, 2026 through September 30, 2026, the date at which these combined financial statements were available to be issued and determined that there are no other items to disclose.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 16, 2026, URC Canada entered into an agreement with Orion and OTPP to acquire their respective ownership interests in the Sweetwater Entities, which indirectly hold a portfolio of surface and royalty rights. The acquisition was completed on July 27, 2026.

These unaudited pro forma combined statements of income are presented in U.S. dollars and have been prepared in accordance with Article 11 of Regulation S-X. These unaudited pro forma combined statements of income should be read in conjunction with the accompanying notes and the historical financial statements of the Company and the Sweetwater Entities from which the pro forma financial information has been derived. These unaudited pro forma combined statements of income include (i) the unaudited interim condensed consolidated statements of income (loss) and comprehensive income (loss) of the Company for the three months ended July 31, 2026 included on the Company’s Quarterly Report on Form 10-Q for the three months ended July 31, 2026, filed with the SEC on September 14, 2026, (ii) the unaudited interim condensed consolidated statements of operations for the three and six months ended June 30, 2026 of Sweetwater Trona Fund LP, Aggie Grazing Fund LP and Cougar Utah Fund LP, presented on a combined basis, and of each of Sweetwater Trona Block LLC, Aggie Grazing Block LLC, and Cougar Utah Block LLC and (iii) the adjustments described in Note 3 to this section.

Uranium Royalty Corp.

Unaudited Pro Forma Condensed Combined Financial Information

(Expressed in thousands of U.S. dollars, unless otherwise noted)

Uranium Royalty Corp.

For the three months ended July 31, 2026

Uranium Royalty Corp.

Unaudited Pro Forma Combined Statements of Income

For the three months ended July 31, 2026

Expressed in thousands of U.S. dollars