Uranium Royalty, Orion and Ontario Teachers' Pension Plan to Create a Leading Royalty Platform Through Combination of Uranium Royalty and Sweetwater Royalties
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Creating a Cash-Flowing Royalty Leader with One of the Largest
Under the Transaction,
Transaction Highlights
- Immediate and Significant Cash Flow Generation: The Transaction adds a well-established, unique, cash flowing royalty portfolio with long reserve lives(1) and ~50 years of stable historical cash flows.
Sweetwater royalties are underpinned by industry-leading assets and operators, generating, on a 100% basis, average adjusted EBITDA(2) of~US$74 million in each of the last two fiscal years. - Premier
U.S. Land Position: Pro Forma URC will become the second largest public company landowner inthe United States (excluding REITs) and the largest landowner inWyoming (with approximately 850,000 acres of fee surface rights, and approximately 4.5 million acres of mineral rights in fee).Sweetwater's extensive land package coversWyoming's Green River Basin , the world's largest known trona deposit and provides an element of control uncommon in the royalty space. - Significant Growth Profile: Underlying Sweetwater assets have or are undertaking production expansions and, based on operator disclosures and information, are expected to increase attributable soda ash production capacity by over 60% in the coming years, without requiring incremental capital investment from New URC. Greenfield projects have the potential to further increase total royalty attributable capacity with additional potential upside from uranium royalties and streams.
- Increased Scale and Attractive Valuation: The Transaction is expected to transform URC into the largest publicly traded
U.S. non-precious metals royalty company, positioning it for potential trading re-rate through increased operating scale. The combination is also significantly accretive to net asset value, cash flow and earnings per share. - Orion and Ontario Teachers' Maintaining Significant Equity Exposure: Upon closing, Orion and Ontario Teachers' are expected to hold approximately 43% and 16% (prior to the effects of any additional pre-closing financing), respectively, of New URC's pro forma shares outstanding. Each will be party to investor rights and support agreements, adding two supportive institutional shareholders to URC's strong shareholder base.
- Uniquely Positioned to Accelerate Inorganic Uranium Royalty Growth: Strong free cash flow backed balance sheet will support disciplined, value-accretive uranium royalty acquisitions. Widening uranium supply gap enhances strategic inorganic growth opportunities and accelerates New URC's market positioning.
- Enhanced Uranium Optionality:
Sweetwater's land position provides significant uranium exploration potential inWyoming , the leadingU.S. state for uranium production and resources.
Sweetwater Royalties Highlights
- Production revenue royalties on assets with relatively long reserve lives(1)
- Stable historical cash flows
- Significant embedded production growth with no owner capital required
- Significant surface and mineral land optionality in a Tier-1 jurisdiction uncommon for traditional royalty and streaming companies
(1) |
Mineral ownership within the KSLA in the
(2) | Adjusted EBITDA is based on |
Operators | Ownership | Operation | Stage | Mine Type |
Şişecam | 51% Şişecam
49% Natural Resource Partners | Operating | Underground, Room and Pillar | |
Pacific Soda LLC | 100% Pacific Soda LLC | Dry Creek Trona Project | Greenfield Project | Solution |
American Soda | 100% American Soda | American Soda | Operating | Underground, Longwall |
Tata Chemicals | 100% Tata Chemicals | Alchem | Operating | |
WE Soda | 100% WE Soda | Westvaco | Operating | Underground, Longwall and Solution |
WE Soda | 100% WE Soda | Granger | Operating | Underground Flooded Solution |
WE Soda | 100% WE Soda | Project West | Greenfield Project | Solution |
Outside of the KSLA,
In recent years,
Management believes the scale, location, and strategic characteristics of
Furthermore, management believes the scale, location, and geologic setting of
Soda Ash
Soda ash is one of the most widely consumed inorganic industrial materials in the world and is commonly produced and sold as an odorless white powder that is soluble in water. Soda ash is a chemical refined from mineral trona and is a key input in the manufacture of, among other things, glass, chemicals and other industrial products. Approximately 50% of soda ash consumption is attributable to the glass manufacturing industry, including container glass, flat glass, and fiberglass applications. Other applications include water treatment, detergents and soaps, paper production, textiles, agriculture, pharmaceuticals, and personal care products. Sodium bicarbonate produced from soda ash is also used in food production, including baked goods, household cleaning products, and medicinal formulations. Additionally, soda ash is a key ingredient in lithium production, solar panel glass and sodium batteries, providing an additional upside potential on the back of growing EV adoption.
Soda ash is produced either synthetically or naturally, through various mining methods. Natural and synthetic soda ash are chemically identical and are interchangeable within the vast majority of industrial applications for which they are used. Natural soda ash is generally regarded as having a meaningfully lower cash cost of production than synthetic soda ash, primarily due to its lower energy intensity and reduced raw material input costs. It is also typically viewed as a more environmentally favorable production route.
The combination of durable soda ash royalties, land-based recurring income and strategic mineral optionality positions
Uranium Royalty Highlights
URC is the world's only uranium-focused royalty and streaming company and the only pure-play uranium royalty company listed on the NASDAQ. URC provides investors with direct exposure to uranium commodity prices through a diversified strategy of acquiring and managing uranium interests, including royalties, streams, debt and equity in uranium companies, as well as holdings of physical uranium.
The Company has assembled a globally diversified portfolio of high-quality uranium assets, anchored by cornerstone royalties on some of the world's most significant and lowest-cost uranium operations. Key assets include interests in the
In addition to its royalty and streaming portfolio, URC has bought and sold significant inventories of physical uranium, further enhancing its direct sensitivity to uranium price movements and offering investors a hybrid exposure model that combines financial instruments with commodity ownership.
URC's management team and Board comprise individuals with decades of combined experience in the uranium and nuclear energy sectors, including global expertise in mine finance, project identification and evaluation, mine development, government affairs, and uranium marketing and trading. This specialized capability underpins the Company's disciplined investment approach and its ability to partner with leading operators globally.
Transaction Details
The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement"). Prior to completion of the Arrangement, Orion and Ontario Teachers' will contribute interests in
The Transaction is subject to, among other things, approval by URC shareholders (66 2/3%), requisite court approval, applicable stock exchange and regulatory approvals, and other customary closing conditions. A shareholder meeting is expected to occur on or about
Transaction Funding
To finance a portion of the cash consideration under the Transaction, Uranium Energy Corp. ("UEC"), which currently owns approximately 12% of the outstanding URC common shares has agreed to subscribe for subscription receipts of URC at a price of
The Company expects to fund the cash portion of the acquisition by means of existing cash on hand, the UEC Subscription, and additional existing liquidity. Prior to closing of the Transaction, New URC intends to pursue external financing sources (the "Subsequent Financing").
Under the Arrangement Agreement, the proportion of cash and New URC Shares to be received by the Sellers will be adjusted in the event that URC completes a financing prior to closing of the Transaction. In such event, the first
URC had a cash balance of approximately
The UEC Subscription constitutes a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The sale of subscription receipts to UEC is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, UEC exceeded 25.0% of the Company's market capitalization. The Board of Directors of the Company has approved the Offering, the related party transaction with UEC and all ancillary matters.
This press release is for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities. The securities that are the subject of the private placement have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in
Transaction Structure
Immediately prior to the Transaction, Orion and Ontario Teachers' will have transferred their
Eligible Canadian shareholders of URC will be able to elect to receive, for each common share, exchangeable shares in a Canadian subsidiary of New URC (the "Exchangeable Shares"), which will be exchangeable into shares of New URC for a period of up to 10 years after completion, instead of the shares of New URC to which they would otherwise be entitled at completion. The Exchangeable Shares will have the same economic and voting rights as the shares of New URC.
In connection with the Transaction, Uranium Energy Corp. and certain of the directors and executive officers of URC, in respect of approximately 14% of the outstanding URC common shares, have entered into customary voting agreements agreeing to vote those URC common shares in favour of the Transaction.
Shareholder Rights Agreements
In connection with the Transaction, Orion, Ontario Teachers' and URC will enter into an investor rights and support agreement, which will include customary terms, among other things, that Orion and Ontario Teachers':
- Will vote New URC Shares in support of management recommendations on certain matters for a period of two years following closing of the Transaction, other than matters relating to changes to constating documents or certain fundamental transactions such as mergers, business combinations, restructurings, and other corporate transactions; and
- For a period of the earlier of two years after closing of the Arrangement or until such time as Orion or Ontario Teachers', as applicable, hold less than 10% of the outstanding NewCo Shares:
- Provide notice of certain proposed sales of New URC Shares and have agreed to certain restrictions relating to sales of New URC Shares to certain counterparties, including any counterparty that would hold more than 10% of the outstanding New URC Shares as a result of such sale;
- Will agree not to dispose of any New URC Shares for six months after closing of the Arrangement, unless the volume weighted average price of the New URC Shares exceeds
C$7.50 over any 20 day trading period commencing 90 days after closing of the Arrangement; and
Orion and Ontario Teachers' will have pro rata Board nomination rights with rights for up to two directors joining from Orion and one from Ontario Teachers'. The resulting combined representation will be capped below 50%.
The investor rights and support agreement also grants Orion and Ontario Teachers' customary anti-dilution rights for a period of two years after closing and customary registration rights, including the right to require New URC to file and maintain a shelf registration statement covering the resale of their New URC Shares, as well as customary demand and piggyback registration rights, in each case subject to customary restrictions and limitations.
Management and Governance
Following completion of the Transaction, URC will continue to be led by
It is expected that the meeting of URC shareholders to approve the Transaction and, subject to satisfaction of the conditions under the Arrangement, closing will occur on or about the early third quarter of 2026.
Board of Directors' Recommendations
Following the unanimous recommendation of a special committee of independent URC directors (the "Special Committee"), the Board of Directors of URC has unanimously approved the Transaction and recommend that shareholders vote in favour of the Transaction. Paradigm Capital Inc. has provided a fairness opinion dated
Advisors and Counsel
URC has engaged National Bank Capital Markets as its financial advisor and Sangra Moller LLP, Haynes and Boone LLP, and Holland and Hart LLP as its legal advisors in connection with the Transaction. The Special Committee has engaged Paradigm Capital Inc. as its financial advisor. URC has also engaged Goldman Sachs Canada Inc. as its strategic advisor.
Call and Webcast
A conference call will be held at
Webcast: here
International: 1-412-317-6060
A presentation accompanying the conference call discussing the transaction will be available on Uranium Royalty Corp.'s website at www.uraniumroyalty.com and a replay of the event will be available following the conference call.
About Uranium Royalty Corp.
Uranium Royalty Corp. is the world's only uranium-focused royalty and streaming company, and the only pure-play uranium listed royalty company on the NASDAQ. URC provides investors with uranium commodity price exposure through strategic acquisitions in uranium interests, including royalties, streams, debt and equity in uranium companies, as well as through holdings of physical uranium. The Company is well positioned as a capital provider to an industry needing massive investments in global productive capacity to meet the growing need for uranium as fuel for carbon free nuclear energy. URC has deep industry knowledge and expertise to identify and evaluate investment opportunities in the uranium industry. The Company's management and the Board include individuals with decades of combined experience in the uranium and nuclear energy sectors, including specific expertise in mine finance, project identification and evaluation, mine development and uranium sales and trading.
About Sweetwater Royalties
Sweetwater Royalties is a privately held land and mineral royalty company that owns one of the largest private land and mineral estates in
About Orion Resource Partners LP
Orion Resource Partners LP is a global investment firm specializing in the metals and materials critical to sustainable economic growth and the energy transition, with
Technical Information
For further information regarding URC's royalty interests, including the projects underlying such interests, please refer to URC's Annual Information Form for the year ended
Information regarding the
Non-GAAP and Non-IFRS Financial Measures
This press release references to adjusted EBITDA, which is a non-GAAP and non-IFRS financial measure, which management believes may enable investors to better evaluate the impact of the proposed Transaction, and the past performance of the
Forward-Looking Information
This document may contain "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). Forward-looking statements relate to future events or future performance and reflect the Company's expectations or beliefs regarding future events. Forward-looking statements include, but are not limited to statements with respect to the consummation and timing of the Transaction; approval by the Company's shareholders; the satisfaction of the conditions precedent to the Transaction; the strengths, characteristics and potential of New URC post-Transaction; growth potential of New URC, timing, receipt and anticipated effects of court and other approvals; expectations regarding uranium and soda ash markets, the discussion of future plans, growth potential; expectations regarding the operations underlying URC's and
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SOURCE Uranium Royalty Corp.
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