As
filed with the Securities and Exchange Commission on July 20, 2023
Registration
No. 333-272534
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment
No. 1 to
Form
F-10
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
URANIUM
ROYALTY CORP.
(Exact
name of Registrant as specified in its charter)
| British
Columbia, Canada |
|
1090 |
|
98-1507764 |
(Province
or other Jurisdiction of
Incorporation
or Organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
Suite
1830, 1030 West Georgia Street,
Vancouver,
British Columbia, V6E 2Y3, Canada
(604)
396-8222
(Address
and telephone number of Registrant’s principal executive offices)
C
T Corporation System
28
Liberty Street
New
York, New York 10005
(212)
894-8940
(Name,
address (including zip code) and telephone number (including area code) of agent for service in the United States)
Copies
to:
Josephine
Man
Chief
Financial Officer
Uranium
Royalty Corp.
Suite
1830, 1030 West Georgia Street,
Vancouver,
British Columbia,
V6E 2Y3, Canada
(604)
396-8222 |
|
Rod
Talaifar
Sangra
Moller LLP
1000
Cathedral Place,
925 West Georgia Street
Vancouver,
British Columbia,
Canada V6C 3L2
(604)
662-8808 |
|
Rick
Werner
Alla
Digilova
Haynes
and Boone, LLP
30
Rockefeller Plaza
26th
Floor
New
York, NY 10112
(212)
659-4974 |
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this registration statement.
Province
of British Columbia, Canada
(Principal
jurisdiction regulating this offering)
It
is proposed that this filing shall become effective (check appropriate box):
| A. |
☐ |
|
upon
filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United
States and Canada). |
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| B. |
☒ |
|
at
some future date (check the appropriate box below): |
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|
| |
1. |
☐ |
pursuant
to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing). |
| |
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|
| |
2. |
☐ |
pursuant
to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority
in the review jurisdiction has issued a receipt or notification of clearance on ( ). |
| |
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3. |
☒ |
pursuant
to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory
authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. |
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|
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4. |
☐ |
after
the filing of the next amendment to this Form (if preliminary material is being filed). |
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s
shelf prospectus offering procedures, check the following box. ☒
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission,
acting pursuant to Section 8(a) of the Act, may determine.
PART
I
INFORMATION
REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
This short form prospectus is a base
shelf prospectus. This short form prospectus has been filed under legislation in each of the provinces and territories of Canada that
permits certain information about these securities to be determined after this prospectus has become final and that permits the omission
from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the
omitted information within a specified period of time after agreeing to purchase any of these securities, except in cases where an exemption
from such delivery has been obtained.
No securities regulatory authority has expressed
an opinion about these securities and it is an offence to claim otherwise. This short form base shelf prospectus constitutes a public
offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to
sell such securities. See “Plan of Distribution”.
Information has been incorporated by reference
in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada.
Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial
Officer of Uranium Royalty Corp., 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3, telephone number 604-396-8222
and are also available electronically at www.sedar.com.
SHORT FORM BASE SHELF PROSPECTUS
URANIUM
ROYALTY CORP.
$130,000,000
Common
Shares
Preferred
Shares
Warrants
Subscription
Receipts
Debt
Securities
Units
This short form base shelf prospectus (the “Prospectus”)
relates to the offering for sale by Uranium Royalty Corp. (the “Company”) from time to time, during the 25-month period
that this Prospectus, including any amendments hereto, remains effective, of up to $130,000,000 (or the equivalent in other currencies
based on the applicable exchange rate at the time of the offering) in the aggregate of: (i) common shares in the capital of the Company
(“Common Shares”); (ii) preferred shares in the capital of the Company (“Preferred Shares”), issuable
in series; (iii) warrants (“Warrants”) to purchase other Securities (as defined below) of the Company; (iv) subscription
receipts (“Subscription Receipts”) convertible into other Securities of the Company; (v) debentures, notes or other
evidence of indebtedness of any kind, nature or description and which may be issuable in series (collectively, “Debt Securities”);
and (vi) units (“Units”) comprised of one or more of any of the other Securities, or any combination of such Securities
(the Common Shares, Preferred Shares, Warrants, Subscription Receipts, Debt Securities and Units are collectively referred to herein as
the “Securities”). The Securities may be offered separately or together, in amounts, at prices and on terms to be determined
based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (each, a “Prospectus Supplement”).
In addition, the Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by
the Company or one of its subsidiaries. The consideration for any such acquisition may consist of the Securities separately, a combination
of Securities or any combination of, among other things, Securities, cash and assumption of liabilities.
The issued and outstanding Common Shares
of the Company are listed and posted for trading on the Toronto Stock Exchange (“TSX”) under the symbol “URC”,
and on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “UROY”. Certain outstanding and listed
common share purchase warrants of the Company (the “Listed Warrants”) are listed on the TSX under the symbol “URC.WT”.
On July 19, 2023, the last complete trading day prior to the date of this Prospectus, the closing price of the Common Shares on
the TSX was $2.69 per Common Share, and on the Nasdaq was US$2.04 per Common Share. The closing price of the Listed Warrants
on the TSX as at the last trading day prior to the date of this Prospectus was $1.01 per Listed Warrant. Unless otherwise specified
in an applicable Prospectus Supplement, any Securities, other than Common Shares and Listed Warrants, will not be listed on any securities
or stock exchange or on any automated dealer quotation system.
The Company is permitted, under a multi-jurisdictional
disclosure system adopted by the securities regulatory authorities in Canada and the United States, to prepare this Prospectus in accordance
with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different
from those of the United States. The financial statements incorporated by reference herein have been prepared in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board and may not be comparable to financial statements
of United States companies.
The enforcement by investors of civil liabilities
under the United States federal securities laws may be affected adversely by the fact that the Company is governed by the laws of Canada,
that some of its officers and directors are residents of a foreign country, that some of the experts named in this Prospectus are, and
the underwriters, dealers or agents named in any Prospectus Supplement may be, residents of a foreign country, and a substantial portion
of the assets of the Company and said persons may be located outside of the United States. See “Enforceability of Certain Civil
Liabilities”.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE.
Investing in Securities of the Company involves
a high degree of risk. You should carefully review the risks outlined in this Prospectus (together with any Prospectus Supplement) and
in the documents incorporated by reference in this Prospectus and any Prospectus Supplement and consider such risks in connection with
an investment in such Securities. See “Risk Factors”.
Prospective investors should be aware that the
acquisition of the Securities may have tax consequences in Canada and the United States. Such consequences may not be described fully
herein or in any applicable Prospectus Supplement. Prospective investors should read the tax discussion contained in this Prospectus under
the heading “Certain Federal Income Tax Considerations” as well as the tax discussion, if any, contained in the applicable
Prospectus Supplement with respect to a particular offering of Securities.
The specific terms of any Securities with respect
to a particular offering will be described in the applicable Prospectus Supplement including, where applicable: (i) in the case of Common
Shares, the number of Common Shares offered, the offering price, whether the Common Shares are being offered for cash, and any other terms
specific to the Common Shares; (ii) in the case of Preferred Shares, the designation of the particular series, the number of Preferred
Shares offered, the offering price, any voting rights, any rights to receive dividends, any terms of redemption, any conversion or exchange
rights and any other terms specific to the Preferred Shares; (iii) in the case of Warrants, the number of Warrants being offered, the
offering price, whether the Warrants are being offered for cash, the designation, number and terms of the other Securities issuable upon
exercise of the Warrants, and any procedures that will result in the adjustment of those numbers, the exercise price, the dates and periods
of exercise, the currency in which the Warrants are issued and any other terms specific to the Warrants; (iv) in the case of Subscription
Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for
cash, the terms, conditions and procedures for the conversion of the Subscription Receipts into other Securities, the designation, number
and terms of such other Securities, the currency in which such other Securities are issued and any other terms specific to the Subscription
Receipts; (v) in the case of Debt Securities, the specific designation of the Debt Securities, whether such Debt Securities are senior
or subordinated, the aggregate principal amount of the Debt Securities being offered, the currency or currency unit in which the Debt
Securities may be purchased, authorized denominations, any limit on the aggregate principal amount of the Debt Securities of the series
being offered, the issue and delivery date, the maturity date, the offering price (at par, at a discount or at a premium), the interest
rate or method of determining the interest rate, the interest payment date(s), any conversion or exchange rights that are attached to
the Debt Securities, any redemption provisions, any repayment provisions, and any other terms specific to the Debt Securities; and (vi)
in the case of Units, the number of Units being offered, the offering price and the designation, number and terms of the Securities comprising
the Units, and any other terms specific to the Units. A Prospectus Supplement relating to a particular offering of Securities may include
terms pertaining to the Securities being offered thereunder that are not within the terms and parameters described in this Prospectus.
Where required by statute, regulation or policy, and where the Securities are offered in currencies other than Canadian dollars, appropriate
disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.
All information permitted under applicable securities
laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together
with this Prospectus to the extent required by applicable securities law. Each Prospectus Supplement will be incorporated by reference
into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes
of the distribution of the Securities to which such Prospectus Supplement pertains. Prospective investors should read this Prospectus
and any applicable Prospectus Supplement carefully before investing in any Securities issued pursuant to this Prospectus.
This Prospectus constitutes a public offering of the
Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities
in those jurisdictions. The Company may offer and sell the Securities to or through underwriters or dealers purchasing as principals,
and may also sell directly to one or more purchasers or through agents or pursuant to exemptions from registration or qualifications under
applicable securities law. The Prospectus Supplement relating to each issue of Securities will identify each underwriter, dealer or agent,
as the case may be, engaged by the Company in connection with the offering and sale of the Securities, and will set forth the terms of
the offering of such Securities, including, to the extent applicable, any fees, discounts or any other compensation payable to underwriters,
dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event
that the offering is a fixed price distribution), the proceeds that the Company will or expects to receive, and any other material terms
of the plan of distribution. This Prospectus may qualify an “at-the-market distribution” as defined in National Instrument
44-102 – Shelf Distributions (“NI 44-102”).
The Securities may be sold from time to time in one
or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered
at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with
purchasers at the time of sale, which prices vary as between purchasers and during the period of distribution of the Securities.
In connection with any offering of Securities (unless
otherwise specified in a Prospectus Supplement), other than an “at-the-market” distribution, the underwriters, dealers or
agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that
which might otherwise prevail in the open market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter,
dealer or agent involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter, dealer
or agent and no person or company acting jointly or in concert with such an underwriter, dealer or agent will over-allot Securities in
connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the
Securities, including selling an aggregate number or principal amount of Securities that would result in the underwriter, dealer or agent
creating an over-allotment position in the Securities. See “Plan of Distribution”.
No underwriter has been involved in the preparation
of the Prospectus or performed any review of the contents of the Prospectus.
Unless otherwise specified in the applicable Prospectus
Supplement, each series or issue of Securities (other than Common Shares and Listed Warrants) will not be listed on any securities exchange.
Accordingly, there is currently no market through which the Securities (other than Common Shares and Listed Warrants) may be sold and
purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of such Securities in
the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation.
See “Risk Factors”.
The Company’s head office is located at 1030
West Georgia Street, Suite 1830, Vancouver, British Columbia V6E 2Y3, and its registered and records office is located at 925 West Georgia
Street, Suite 1000, Vancouver, British Columbia V6C 3L2.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In this Prospectus, unless the context otherwise requires,
references to “we”, “us”, “our” or similar terms, as well as references to “URC” or the
“Company”, refer to Uranium Royalty Corp. together with our wholly owned subsidiaries.
In this Prospectus, “U3O8”
means triuranium octoxide, a compound of uranium that is converted to uranium hexafluoride for the purpose of uranium enrichment.
URC is a company incorporated under the federal laws
of Canada. The Common Shares are registered under Section 12(b) of the United States Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Common Shares are traded in Canada on the TSX under the symbol “URC” and in
the United States on the Nasdaq under the symbol “UROY”.
This Prospectus is a base shelf prospectus that:
| ● | the Company has filed with the securities commissions in each of the provinces and territories of Canada,
in order to qualify the offering of the Securities described in this Prospectus in accordance with National Instrument 44-101 –
Short Form Prospectus Distributions (“NI 44-101”) and NI 44-102; and |
| | | |
| ● | forms part of a registration statement on Form F-10 (the “Registration Statement”)
that the Company has filed with the SEC under the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”) under the multi-jurisdictional disclosure system (“MJDS”) adopted by Canada and the United States. |
Under this shelf registration process, the Company
may sell any combination of the Securities described in this Prospectus in one or more offerings up to a total aggregate offering price
of $130,000,000. This Prospectus provides investors with a general description of the Securities that the Company may offer. Each time
the Company sells Securities under this Prospectus it will provide a Prospectus Supplement that will contain specific information about
the terms of that specific offering. The specific terms of the Securities in respect of which this Prospectus is being delivered will
be set forth in the Prospectus Supplement.
Investors should rely only on the information contained
in or incorporated by reference into this Prospectus and in any applicable Prospectus Supplement. The Company has not authorized anyone
to provide investors with different information. The Company is not making any offer of these Securities in any jurisdiction where the
offer is not permitted. Investors should not assume that the information contained in this Prospectus and any Prospectus Supplement is
accurate as of any date other than the date on the front of those documents or that any information contained in any document incorporated
by reference is accurate as of any date other than the date of that document.
This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC, or
the schedules or exhibits that are part of the Registration Statement. Investors in the United States should refer to the Registration
Statement and the exhibits thereto for further information with respect to the Company and the Securities.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
The financial statements of the Company incorporated
by reference in this Prospectus are reported in Canadian dollars. In this Prospectus, all dollar amounts referenced, unless otherwise
indicated, are expressed in Canadian dollars and are referred to as “$” or “C$”. United States dollars are referred
to as “US$”.
The high, low, average and closing exchange rates
for United States dollars in terms of the Canadian dollar for each of the indicated periods, as quoted by the Bank of Canada, were as
follows:
| | |
Year ended April 30 (US$) | |
| | |
2023 |
|
|
2022 | | |
2021 |
|
| High | |
|
0.7974 |
|
|
| 0.8306 | | |
| 0.8140 |
|
| Low | |
|
0.7217 |
|
|
| 0.7727 | | |
| 0.7080 |
|
| Average | |
|
0.7526 |
|
|
| 0.7972 | | |
| 0.7649 |
|
| Closing | |
|
0.7817 |
|
|
| 0.7755 | | |
| 0.8140 |
|
On July 19, 2023, the daily average
exchange rate provided by the Bank of Canada in terms of the Canadian dollar was C$1.00 = US$0.7593.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This Prospectus and the documents incorporated by
reference herein contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking
statements” within the meaning of securities laws in the United States (collectively, “Forward-Looking Statements”).
These statements relate to the expectations of management about future events, results of operations and the Company’s future performance
(both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements.
The use of any of the words “anticipate”, “plan”, “contemplate”, “continue”, “estimate”,
“expect”, “intend”, “propose”, “might”, “may”, “will”, “shall”,
“project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”,
“target”, “aim”, “pursue”, “potential”, “objective” and “capable”
and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements
involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those
anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking
Statements should not be unduly relied on. These statements speak only as of the date hereof. In addition, this Prospectus may contain
Forward-Looking Statements attributed to third party industry sources. Without limitation, this Prospectus contains Forward-Looking Statements
pertaining to the following: use of funds; the ongoing operation of the properties in which the Company holds or may hold uranium interests;
future events or future performance; the impact of general business and economic conditions; future debt levels, financial capacity, liquidity
and capital resources; anticipated future sources of funds to meet working capital requirements; future capital expenditures and contractual
commitments; expectations respecting future financial results; expectations with respect to the Company’s financial position; expectations
regarding uranium prices and the impacts of United States and other governmental policies on uranium demand; expectations regarding supply
and demand for uranium; expectations regarding the Company’s business plans, strategies, growth and results of operations; the Company’s
dividend policy; conditions, trends and practices pertaining to the uranium industry and other industries in which uranium is used; the
financial and operational strength of counterparties; production volumes; mineral resources and mine life; governmental regulatory regimes
with respect to environmental matters; and governmental taxation regimes.
Forward-Looking Statements are based on a number of
material assumptions, including those listed here, which could prove to be significantly incorrect: market prices of uranium; global economic
and financial conditions; demand for uranium; uranium supply; industry conditions; future operations and developments on the properties
in which the Company holds or may hold interests; the ongoing operation of the properties in which the Company holds or may hold uranium
interests; and the accuracy of public statements and disclosure, including future plans and expectations, made by the owners or operators
of the properties underlying the Company’s interests.
Actual results could differ materially from those
anticipated in these Forward-Looking Statements due to a variety of risks, uncertainties and other factors, including, without limitation,
the following:
| ● | dependence on third party operators; |
| ● | the Company has limited or no access to the operations underlying its interests, including data; |
| ● | risks faced by owners and operators of the properties underlying the Company’s interest, including
all of the hazards and risks normally encountered in the exploration, development and production of metals, including excessive cost escalation,
technical difficulties, geological and metallurgical conditions, natural disasters and title, permit or licensing disputes related to
any of the properties in which the Company holds or may hold royalties, streams or similar interests; |
| ● | the Company is dependent on future payments from owners and operators of its royalty and other interests; |
| ● | investment price risks, which may affect the value of the Company’s current and future equity investments,
including those in Yellow Cake plc (“Yellow Cake”) and Queen’s Road Capital Investment Ltd. (“QRC”); |
| ● | commodities price risks, which may affect revenue derived by the Company from its asset portfolio; |
| ● | risks associated with future acquisitions; |
| ● | global financial conditions and increased volatility in response to global events, including as a result
of geopolitical factors such as the ongoing conflict in Ukraine and the political unrest in Kazakhstan; |
| ● | macroeconomic developments and changes in general economic, financial, market and business conditions
in the industries in which uranium is used; |
| ● | risks related to mineral reserve and resource estimates, including the rate and timing of production differences
from resource and reserve estimates; |
| ● | the impact of project costs on profit based royalties, such as net profit interest royalties; |
| | ● | alternatives to, and changing demand for, uranium; |
| ● | the public acceptance of nuclear energy in relation to other energy sources; |
| ● | the absence of any public market for uranium; |
| ● | liquidity risks in connection with the Company’s equity investments, including those in Yellow Cake
and QRC; |
| ● | changes in the technologies pertaining to the use of uranium; |
| ● | changes in legislation, including permitting and licensing regimes and taxation policies, including regulations
and political or economic developments in any of the jurisdictions where properties in which the Company holds or may hold royalties,
streams or other interests are located; |
| ● | buy-back and similar rights held by the operators of the Company’s interests; |
| ● | royalties, streams and similar interests may not be honoured by operators of a project; |
| ● | any inability of the Company to obtain necessary financing when required on acceptable terms or at all; |
| ● | effects of competition and pricing pressures and the competitive nature of the royalty and streaming business; |
| ● | risks relating to epidemics, pandemics and other health crises; |
| ● | interest rate fluctuations, foreign exchange rate fluctuations, fluctuations
in the value of the Canadian dollar and fluctuations in the market prices of the Company’s investments; |
| ● | any inability to attract and retain key employees; |
| ● | inability of the Company to execute its growth strategy; |
| ● | litigation; |
| ● | First Nations land claims; |
| ● | potential conflicts of interests; |
| ● | any inability to ensure compliance with anti-bribery and anti-corruption laws; |
| ● | any future expansion of the Company’s business activities; |
| ● | any failure to maintain effective internal controls; and |
| ● | the other factors discussed under “Risk Factors” herein and in the
Company’s annual information form for the fiscal year ended April 30, 2023, dated July 13, 2023 (the “Annual
Information Form”) incorporated by reference herein. |
Should one or more of these risks and uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in these Forward-Looking
Statements. These Forward-Looking Statements are based on management’s beliefs, estimates and opinions on the date the statements
are made and the Company undertakes no obligation to update Forward-Looking Statements if these beliefs, estimates and opinions or other
circumstances should change, other than as required by applicable laws. Investors are cautioned against attributing undue certainty to
Forward-Looking Statements.
The risk factors referenced herein should not be construed
as exhaustive. Except as required under applicable laws, the Company undertakes no obligation to update or revise any Forward-Looking
Statements. An investment in the Company is speculative and involves a high degree of risk due to the nature of our business and the present
state of our projects and interests.
Please carefully consider the risk factors set out
herein under “Risk Factors” and in the Annual Information Form.
NOTE REGARDING RESOURCE AND RESERVE ESTIMATES
This Prospectus and the documents incorporated by
reference herein, as applicable, have been prepared in accordance with the requirements of Canadian securities laws, which differ from
the requirements of United States securities laws. Unless otherwise indicated, all mineral reserve and resource estimates included in
this Prospectus have been prepared for or by the current or former owners and operators of the relevant properties, as and to the extent
indicated by them, in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI
43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) classification system
or the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC”),
as applicable. In accordance with NI 43-101, the Company uses the terms mineral reserves and resources as they are defined in accordance
with the CIM Definition Standards for Mineral Resources and Mineral Reserves as adopted by the CIM (the “CIM Definition
Standards”).
The SEC has adopted mining disclosure rules under
sub-part 1300 of SEC Regulation S-K – Disclosure by Registrants Engaged in Mining Operations (“Regulation S-K 1300”).
As a foreign private issuer that is eligible to file reports with the SEC pursuant to MJDS, the Company is not required to provide disclosure
under Regulation S-K 1300 and will continue to provide disclosure under NI 43-101. Under Regulation S-K 1300, the SEC now recognizes estimates
of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”. In
addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to
be substantially similar to the corresponding definitions under the CIM Standards, as required under NI 43-101.
United States investors are also cautioned that while
the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral
resources”, investors should not assume that any part or all of the mineralization in these categories will ever be converted into
a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty
as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned
not to assume that any “measured mineral resources”, “indicated mineral resources”, or “inferred mineral
resources” that the Company reports are or will be economically or legally mineable.
Further, “inferred resources” have a greater
amount of uncertainty as to their existence and as to whether they can be mined legally or economically. In accordance with Canadian rules,
estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited
circumstances where permitted under NI 43-101. In addition, the project stage classifications utilized by the Company under NI 43-101
do not conform to defined project stages under Regulation S-K 1300.
Certain resource estimates disclosed in this Prospectus
and the documents incorporated by reference herein, have been prepared in accordance with JORC, which differs from the requirements of
NI 43-101 and S-K 1300. Accordingly, information contained in this Prospectus, including the documents
incorporated by reference herein, may contain descriptions of the projects underlying the interests that differ from similar
information made available by Canadian and United States issuers.
TECHNICAL AND THIRD PARTY INFORMATION
This Prospectus and the documents incorporated by
reference herein include market information, industry data and forecasts obtained from independent industry publications, market research
and analyst reports, surveys and other publicly available sources. Although the Company believes these sources to be generally reliable,
market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability
and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any
statistical survey. Accordingly, the accuracy and completeness of this data is not guaranteed. Actual outcomes may vary materially from
those forecast in such reports, surveys or publications, and the prospect for material variation can be expected to increase as the length
of the forecast period increases. The Company has not independently verified any of the data from third party sources referred to herein
nor ascertained the underlying assumptions relied on by such sources.
Except where otherwise stated, the disclosure contained
in this Prospectus, any applicable Prospectus Supplement and the documents incorporated by reference herein or therein respecting the
properties underlying the Company’s royalty and other interests has been prepared in accordance with the exemption set forth in
Section 9.2 of NI 43-101, and is based primarily on information publicly disclosed by the owners or operators of such properties. Specifically,
as a royalty holder, the Company has limited, if any, access to the properties subject to its interests. The Company generally relies
on publicly available information regarding these properties and related operations, which may relate to a larger property area than that
covered by the Company’s interests. Additionally, the Company may from time to time receive operating information from the owners
and operators of the properties, which it is not permitted to disclose to the public. The Company is dependent on the operators of the
properties and their qualified persons to provide information to it or on publicly available information to prepare disclosure pertaining
to properties and operations on the properties on which it holds interests, and generally will have limited or no ability to independently
verify such information. Although the Company does not have any knowledge that such information may not be accurate, there can be no assurance
that such third-party information is complete or accurate.
As of the date of this Prospectus, the Company considers
its royalty interest in the McArthur River Project and Cigar Lake Project (each as described in the Annual Information Form), located
in Saskatchewan, Canada as its material properties for the purposes of NI 43-101.
Unless otherwise indicated, the scientific and technical
information contained herein or in the documents incorporated by reference regarding McArthur River has been derived from the technical
report titled “McArthur River Operation, Northern Saskatchewan, Canada, National Instrument 43-101 Technical Report”, with
an effective date of December 31, 2018, prepared for Cameco Corporation (“Cameco”), the Cameco Annual Information Form
for the year ended December 31, 2022 (the “Cameco 2022 AIF”) and Cameco’s other public disclosures, copies of
which are available under its profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”).
Unless otherwise indicated, the scientific and technical
information contained herein or in the documents incorporated by reference regarding Cigar Lake has been derived from the technical report
titled “Cigar Lake Operation, Northern Saskatchewan, Canada, National Instrument 43-101 Technical Report”, with an effective
date of December 31, 2015, prepared for Cameco, the Cameco 2022 AIF and Cameco’s other public disclosures, copies of which are available
under its profile on SEDAR.
MARKETING MATERIALS
Certain marketing materials (as that term is defined
in applicable Canadian securities legislation) may be used in connection with a distribution of Securities under this Prospectus and the
applicable Prospectus Supplement(s). Any “template version” of “marketing materials” (as those terms are defined
in applicable Canadian securities legislation) pertaining to a distribution of Securities, and filed by the Company after the date of
the Prospectus Supplement for the distribution and before termination of the distribution of such Securities, will be deemed to be incorporated
by reference in that Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference into
this Prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated
herein by reference may be obtained on request without charge from the Chief Financial Officer of the Company at 1030 West Georgia Street,
Suite 1830, Vancouver, British Columbia V6E 2Y3, 604-396-8222 and are also available electronically through SEDAR at www.sedar.com. The
filings of the Company through SEDAR are not incorporated by reference in this Prospectus except as specifically set out herein.
As at the date hereof, the following documents of
the Company, filed with the securities commissions or similar authorities in Canada, are specifically incorporated by reference into and
form an integral part of this Prospectus, provided that such documents are not incorporated by reference to the extent that their contents
are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated
by reference in this Prospectus, as further described below:
| 1) | the Annual Information Form; |
| | | |
| 2) | the management information circular of the Company regarding the annual general meeting of shareholders
of the Company held on October 13, 2022, dated August 19, 2022; |
| | | |
| 3) | the audited annual consolidated financial statements of the Company as at and for the financial years ended April
30, 2023 and 2022, together with the notes thereto, and the auditors reports thereon (the “Annual Financial Statements”);
and |
| | | |
| 4) | management’s discussion and analysis of financial condition and results of operations of the Company for the
financial year ended April 30, 2023 dated July 13, 2023 (the “Annual MD&A”). |
Any document of the type referred to in the preceding
paragraph (excluding confidential material change reports), and all other documents of the type required to be incorporated by reference
in a short form prospectus by NI 44-101 filed by the Company with a securities commission or similar regulatory authority in Canada after
the date of this Prospectus and prior to the termination of any offering of Securities hereunder shall be deemed to be incorporated by
reference into this Prospectus. In addition, to the extent that any document or information incorporated by reference into this Prospectus
is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that
is filed with or furnished by the Company to the SEC after the date of this Prospectus, that document or information shall be deemed to
be incorporated by reference as an exhibit to the Registration Statement of which this Prospectus forms a part. In addition, the Company
may incorporate by reference into this Prospectus, or the Registration Statement of which it forms a part, other information from documents
filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, if and to the extent expressly provided therein.
Any statement contained in this Prospectus or in
a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is, or is
deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it
modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the
modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading
in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
Upon a new annual information form and related annual
financial statements and management’s discussion and analysis being filed by the Company with, and where required, accepted by,
the applicable securities regulatory authorities during the term of this Prospectus: (i) the previous annual information form, the previous
annual financial statements and related management’s discussion and analysis; (ii) all interim financial statements and related
management’s discussion and analysis; (iii) all material change reports and information circulars and all Prospectus Supplements
filed by the Company prior to the commencement of the Company’s financial year in respect of which the new annual information form
is filed; shall be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities
hereunder.
Upon new interim consolidated financial statements
and related management’s discussion and analysis being filed by the Company with the applicable securities regulatory authorities
in Canada during the term of this Prospectus, all interim consolidated financial statements and related management’s discussion
and analysis filed prior to the new interim consolidated financial statements and related management’s discussion and analysis shall
be deemed no longer to be incorporated by reference into this Prospectus for purposes of future offers and sales of Securities hereunder.
Upon a new information circular relating to an annual
meeting of shareholders being filed by the Company with applicable securities regulatory authorities in Canada subsequent to the date
of this Prospectus and prior to the date on which this Prospectus ceases to be effective, the information circular for the preceding annual
meeting of shareholders and any other information circular filed by the Company prior to the commencement of the Company’s financial
year in respect of which the new annual information form is filed shall be deemed no longer to be incorporated by reference into this
Prospectus for purposes of future offers and sales of Securities under this Prospectus.
All information permitted under applicable securities
legislation to be omitted from the Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers
together with the Prospectus, to the extent required by applicable securities laws. A Prospectus Supplement containing the specific terms
of any Securities offered thereunder will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus
Supplement solely for the purposes of the Securities offered thereunder. Investors should read the Prospectus and any applicable Prospectus
Supplement carefully before investing in the Company’s securities.
The Company has not provided or otherwise authorized
any other person to provide investors with information other than as contained or incorporated by reference in this Prospectus or any
Prospectus Supplement. If an investor is provided with different or inconsistent information, he or she should not rely on it.
References to our website in any documents that are
incorporated by reference into this Prospectus and any Prospectus Supplement do not incorporate by reference the information on such website
into this Prospectus or any Prospectus Supplement, and we disclaim any such incorporation by reference.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been, or will be, filed
with the SEC as part of the Registration Statement of which this Prospectus forms a part: (1) the documents listed under “Documents
Incorporated by Reference”; (2) the consents of PricewaterhouseCoopers LLP; (3) powers of attorney from certain of the Company’s
directors and officers; (4) the consents of the “qualified persons” (for the purposes of NI 43-101) referred to in this Prospectus
under “Interest of Experts”; and (5) the form of indenture for any Debt Securities issued hereunder. A copy of the
form of any applicable warrant agreement, indenture, subscription receipt agreement, or statement of eligibility of trustee on Form T-1,
as applicable, will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished with the SEC
under the Exchange Act.
AVAILABLE INFORMATION
The Company is subject to the information reporting
requirements of the Exchange Act and applicable Canadian requirements and, in accordance therewith, files reports and other information
with the SEC and with securities regulatory authorities in Canada. Under MJDS, such reports and other information may generally be prepared
in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign
private issuer, the Company is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements,
and the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act. Prospective investors may read and download any public document that the Company has filed
with securities commissions or similar regulatory authorities in Canada on SEDAR at www.sedar.com. The reports and other information filed
and furnished by the Company with the SEC can be inspected on the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”)
at www.sec.gov. Reports and other information filed by the Company with, or furnished to, the SEC may also be inspected and copied for
a fee at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C., 20549.
The Company has filed with the SEC the Registration
Statement under the U.S. Securities Act, with respect to the Securities. This Prospectus, which forms part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement, certain parts of which are contained in the exhibits
to the Registration Statement as permitted by the rules and regulations of the SEC. See “Documents Filed as Part of the Registration
Statement”. For further information with respect to the Company and the Securities, reference is made to the Registration Statement
and the exhibits thereto. Statements contained in or incorporated by reference into this Prospectus about the contents of any contract,
agreement or other document are not necessarily complete and, in each instance, reference is made to the copy of the document filed as
an exhibit to the Registration Statement for a complete description of the matter involved. Each such statement is qualified in its entirety
by such reference. The Registration Statement can be found on EDGAR at www.sec.gov. Each time the Company sells Securities under the Registration
Statement, it will provide a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus
Supplement may also add, update or change information contained in this Prospectus.
DESCRIPTION OF THE BUSINESS
The following description of the Company is, in
some instances, derived from selected information about the Company contained in the documents incorporated by reference into this Prospectus.
This description does not contain all of the information about the Company and its properties and business that you should consider before
investing in any Securities. You should carefully read the entire Prospectus and the applicable Prospectus Supplement, as well as the
documents incorporated by reference into this Prospectus and the applicable Prospectus Supplement, including the section of the Annual
Information Form titled “Risk Factors”, before making an investment decision.
URC is a pure-play uranium royalty company focused
on gaining exposure to uranium prices by making strategic investments in uranium interests, including royalties, streams, debt and equity
investments in uranium companies, as well as through holdings of physical uranium.
As of the date of this Prospectus, the Company considers
its royalty interest in the McArthur River Project and Cigar Lake Project (each as described in the Annual Information Form), located
in Saskatchewan, Canada as its material properties for the purposes of NI 43-101.
McArthur River Project
The Company holds a 1% gross overriding revenue royalty
on a 9.063% share of uranium production from the McArthur River Project, located in Saskatchewan, Canada, derived from Orano Canada Inc.’s
current 30.195% production interest in the project. The Company has elected to receive royalty proceeds from the McArthur River mine through
delivery of physical uranium.
Cigar Lake Project
The Company holds a 10% to 20% sliding scale net profits
interest (an “NPI”) royalty on a 3.75% share of overall uranium production, drawn from Orano’s approximate 40.453%
ownership interest in the Waterbury Lake / Cigar Lake Project (the “Cigar Lake Project”) located in Saskatchewan, Canada.
The sliding scale NPI royalty percentage will decrease to 10% after the combined production on the Waterbury Lake / Cigar Lake and Dawn
Lake Projects reach 200 million pounds U3O8.
RECENT DEVELOPMENTS
Repayment of BMO Credit Facility
On May 3, 2023, the Company paid $9.7 million (US$7.2
million) in full repayment of all remaining principal, interest and fees under the BMO Credit Facility (as defined below) and extinguished
the BMO Credit Facility. See “Consolidated Capitalization”.
The margin loan facility of up to approximately $19
million (US$15 million) (the “BMO Credit Facility”) was provided by Bank of Montreal pursuant to a margin loan agreement
entered into on May 7, 2021, as amended and restated on January 17, 2023. The BMO Credit Facility was secured by a pledge of all the shares
of Yellow Cake held by the Company and, upon repayment and extinguishment of the BMO Credit Facility, the security registration on the
Yellow Cakes shares was discharged.
Listing on the TSX
The Common Shares and Listed Warrants
were delisted from the TSX Venture Exchange effective after markets on July 5, 2023 and became listed and began trading on the TSX on
July 6, 2023. The Common Shares and Listed Warrants continue to trade under the stock symbols “UROY” and “URC.WT”,
respectively.
DESCRIPTION OF SECURITIES
The following is a brief summary of certain general
terms and provisions of the Securities, as at the date of this Prospectus, that may be offered pursuant to this Prospectus. The summary
does not purport to be complete and is indicative only. The specific terms of any Securities as may be offered under this Prospectus will
be set forth in the applicable Prospectus Supplement pertaining to such offering, and the extent to which the general terms and provisions
described below may apply to such Securities will be described in the applicable Prospectus Supplement. Moreover, a Prospectus Supplement
relating to a particular offering of Securities may include terms pertaining to the Securities being offered thereunder that are not within
the terms and parameters described in this Prospectus.
Common Shares
The Company is authorized to issue an
unlimited number of Common Shares, of which, at the date hereof, there are 100,369,451 Common Shares issued and outstanding.
The Common Shares are not subject to any future call
or assessment, do not have any pre-emptive, conversion or redemption rights and all have equal voting rights. There are no special rights
or restrictions of any nature attached to any of the Common Shares, all of which rank equally as to all benefits which might accrue to
the holders of the Common Shares. All shareholders of the Company are entitled to receive a notice of, attend and vote at any meeting
to be convened by the Company. At any meeting, subject to the restrictions on joint registered owners of Common Shares, every Shareholder
has one vote for each Common Share of which such holder is the registered owner. Voting rights may be exercised in person or by proxy.
Shareholders are entitled to share pro rata
in any dividends if, as and when declared by the board of directors of the Company, in its discretion, and such of the Company’s
assets as are distributable to them on liquidation, dissolution or winding-up of the Company. Rights pertaining to the Common Shares may
only be amended in accordance with applicable corporate law.
Preferred Shares
The Company is authorized to issue an unlimited number
of Preferred Shares, of which, at the date hereof, there are no Preferred Shares issued and outstanding.
The Preferred Shares are issuable in series. The Preferred
Shares of each series rank in parity with the Preferred Shares of every other series with respect to dividends and in the distribution
of assets in the event of liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its
shareholders for the purpose of winding-up its affairs. The Preferred Shares are entitled to a preference over the Common Shares and any
other shares ranking junior to the Preferred Shares with respect to priority in the payment of dividends and in the distribution of assets
in the event of liquidation, dissolution or winding-up of the Company or other distribution of assets of the Company among its shareholders
for the purpose of winding-up its affairs.
The Company’s board of directors is empowered
to fix the number of Preferred Shares and the rights to be attached to the Preferred Shares of each series, including the rate, amount
or kind of dividends and any conversion, voting and redemption rights. Subject to the Company’s by-laws and applicable law, the
holders of Preferred Shares, as a class, are not entitled to receive notice of or attend or vote at meetings of the Company’s shareholders.
Warrants
The outstanding Warrants of the Company as of the
date hereof are as follows:
| Expiry Date | |
Exercise Price ($) | | |
Number Outstanding | |
| December 6, 2024(1) | |
| 1.40 | | |
| 95,588 | |
| December 6, 2024(2) | |
| 2.00 | | |
| 16,732,638 | |
| | |
| | | |
| 16,828,226 | |
Notes
| (1) | Unlisted Warrants. |
| (2) | Listed Warrants |
We may issue Warrants independently or together with
other Securities, and Warrants sold with other Securities may be attached to or separate from the other Securities. Warrants may be issued
directly by us to the purchasers thereof or under one or more warrant indentures or warrant agency agreements to be entered into by us
and one or more banks or trust companies acting as warrant agent. Warrants, like other Securities that may be sold, may be listed on a
securities exchange subject to exchange listing requirements and applicable legal requirements.
The applicable Prospectus Supplement will include
details of the Warrant agreements, if any, governing the Warrants being offered. The Warrant agent, if any, will be expected to act solely
as the agent of the Company and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners
of Warrants. A copy of any warrant indenture or any warrant agency agreement relating to an offering of Warrants will be filed by the
Company with the relevant securities regulatory authorities in Canada after it has been entered into by the Company and, if applicable,
the Company will file with the SEC as exhibits to the Registration Statement, or will incorporate by reference from a Report of Foreign
Private Issuer on Form 6-K that the Company files with the SEC, any warrant indenture or form of warrant describing the terms and conditions
of such Warrants that the Company is offering before the issuance of such Warrants.
Each applicable Prospectus Supplement will set forth
the terms and other information with respect to the Warrants being offered thereby, which may include, without limitation, the following
(where applicable):
| ● | the designation of the Warrants; |
| ● | the description and aggregate number of Warrants offered and the offering price; |
| ● | the designation, number and terms of the other Securities purchasable upon exercise of the Warrants, and
procedures that will result in the adjustment of those numbers; |
| ● | the currency or currencies in which the Warrants will be offered; |
| ● | the exercise price of the Warrants and the currency or currencies in which the applicable Securities may
be purchased upon such exercise; |
| ● | the dates or periods during which the Warrants are exercisable including any “early termination”
provisions; |
| ● | the designation, number and terms of any Securities with which the Warrants are issued; |
| ● | if the Warrants are issued as a unit with another Security, the date on and after which the Warrants and
the other Security will be separately transferable; |
| ● | whether such Warrants are to be issued in registered form, “book-entry only” form, non-certificated
inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and
ownership thereof; |
| ● | any minimum or maximum subscription amount of Warrants; |
| ● | the identity of the Warrant agent; |
| ● | whether such Warrants will be listed on any securities exchange; |
| ● | any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants; |
| ● | whether the Warrants will be subject to redemption and, if so, the terms of such redemption provisions; |
| ● | certain material U.S. and Canadian federal tax consequences of owning the Warrants; and |
| ● | any other material terms and conditions of the Warrants and the Securities to be issued upon exercise
of the Warrants. |
The terms and provisions of any Warrants offered under
a Prospectus Supplement may differ from the terms described above, and may not be subject to or contain any or all of the terms described
above.
Prior to the exercise of their Warrants, holders of
Warrants will not have any of the rights of holders of the Securities to be received on the exercise of the Warrants, including the right
to receive payments of dividends or the right to vote such underlying Securities.
Subscription Receipts
Subscription Receipts may be offered separately or
together with other Securities, as the case may be. The Subscription Receipts may be issued under one or more subscription receipt agreements,
each to be entered into between the Company and an escrow agent (the “Escrow Agent”), which will establish the terms
and conditions of the Subscription Receipts. Each Escrow Agent will be a financial institution organized under the laws of Canada or a
province or territory thereof and authorized to carry on business as a trustee. The applicable Prospectus Supplement will include details
of the subscription receipt agreement, if any, governing the Subscription Receipts being offered. The Company will file a copy of any
subscription receipt agreement relating to an offering of Subscription Receipts with the relevant securities regulatory authorities in
Canada after it has been entered into by the Company. In the United States, the Company will file as exhibits to the Registration Statement,
or will incorporate by reference from Report of Foreign Private Issuer on Form 6-K that the Company files with the SEC, any Subscription
Receipt describing the terms and conditions of subscription receipts the Company is offering before the issuance of such subscription
receipts.
Each applicable Prospectus Supplement will set forth
the terms and other information with respect to the Subscription Receipts being offered thereby, which may include, without limitation,
the following (where applicable):
| ● | the aggregate number of Subscription Receipts offered; |
| ● | the price at which the Subscription Receipts will be offered; |
| ● | the currency in which the Subscription Receipts will be offered and whether the price is payable in installments; |
| ● | the terms, conditions and procedures for the conversion or exchange of the Subscription Receipts into
other Securities; |
| ● | the dates or periods during which the Subscription Receipts may be converted or exchanged into other Securities; |
| ● | the designation, number and terms of the other Securities that may be issued upon exercise or deemed conversion
of each Subscription Receipt; |
| ● | the designation, number and terms of any other Securities with which the Subscription Receipts will be
offered, if any, and the number of Subscription Receipts that will be offered with each Security; |
| ● | conditions to the conversion or exchange of Subscription Receipts into Securities and the consequences
of such conditions not being satisfied; |
| ● | the circumstances, if any, which will cause the Subscription Receipts to be deemed to be automatically
converted or exchanged; |
| ● | provisions applicable to any escrow of the gross or net proceeds from the sale of the Subscription Receipts
plus any interest or income earned thereon, and for the release of such proceeds from such escrow; |
| ● | the identity of the Subscription Receipt agent; |
| ● | whether the Subscription Receipts will be listed on any securities exchange; |
| ● | any minimum or maximum subscription amount; |
| ● | whether such Subscription Receipts are to be issued in registered form, “book-entry only”
form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the basis of
exchange, transfer and ownership thereof; |
| ● | terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest
earned thereon; |
| ● | certain material Canadian and United States tax consequences of owning or converting or exchanging the
Subscription Receipts; and |
| ● | any other material terms and conditions of the Subscription Receipts. |
Prior to the exchange of their Subscription Receipts,
holders of Subscription Receipts will not have any of the rights of holders of the Securities to be received on the exchange of the Subscription
Receipts.
The terms and provisions of any Subscription Receipts
offered under a Prospectus Supplement may differ from the terms described above, and may not be subject to or contain any or all of the
terms described above.
Debt Securities
The Company may issue Debt Securities, separately
or together, with Common Shares, Preferred Shares, Subscription Receipts, Warrants or Units or any combination thereof, as the case may
be. The Company may issue Debt Securities and incur additional indebtedness other than through the offering of Debt Securities pursuant
to this Prospectus.
The Debt Securities may be issued in one or more series
under an indenture (the “Indenture”) to be entered into between the Company and one or more trustees (the “Trustee”)
that will be named in a Prospectus Supplement for a series of Debt Securities. To the extent applicable, the Indenture will be subject
to and governed by the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). A
copy of any such trust indenture will be filed with the relevant securities regulatory authorities in Canada after it has been entered
into by the Company and will be filed with the SEC as an exhibit to the registration statement of which this Prospectus forms a part.
Prospective investors should read both the Prospectus
and the Prospectus Supplement for a complete summary of all material terms relating to a particular series of Debt Securities. Prospective
Investors should be aware that information in the applicable Prospectus Supplement may update and supersede the following information
regarding the general material terms and provisions of the Debt Securities. Prospective investors also should refer to the Indenture,
as it may be supplemented by any supplemental indenture, for a complete description of all terms relating to the Debt Securities.
The Indenture will not limit the aggregate principal
amount of Debt Securities that we may issue under the Indenture and will not limit the amount of other indebtedness that we may incur.
The Indenture will provide that we may issue Debt Securities from time to time in one or more series and may be denominated and payable
in U.S. dollars, Canadian dollars or any foreign currency. Unless otherwise indicated in the applicable Prospectus Supplement, the Debt
Securities will be unsecured obligations of the Company. The Indenture will also permit us to increase the principal amount of any series
of the Debt Securities previously issued and to issue that increased principal amount.
The description of certain provisions of the Indenture
in this section do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions
of the Indenture. Terms used in this summary that are not otherwise defined herein have the meaning ascribed to them in the Indenture.
The particular terms relating to Debt Securities offered by a Prospectus Supplement will be described in the related Prospectus Supplement.
The description in any such Prospectus Supplement may include, but may not be limited to, any of the following, if applicable:
| ● | the specific designation of the Debt Securities; |
| ● | any limit on the aggregate principal amount of the Debt Securities; |
| ● | the date or dates, if any, on which the Debt Securities will mature and the portion (if less than all
of the principal amount) of the Debt Securities to be payable upon declaration of acceleration of maturity; |
| ● | the rate or rates (whether fixed or variable) at which the Debt Securities will bear interest, if any,
the date or dates from which any such interest will accrue and on which any such interest will be payable and the record dates for any
interest payable on the Debt Securities that are in registered form; |
| ● | whether and under what circumstances we will be required to pay any additional amounts for withholding
or deduction for Canadian taxes with respect to the Debt Securities, and whether and on what terms we will have the option to redeem the
Debt Securities rather than pay the additional amounts; |
| ● | the terms and conditions under which we may be obligated to redeem, repay or purchase the Debt Securities
pursuant to any sinking fund or analogous provisions or otherwise; |
| ● | the terms and conditions upon which we may redeem the Debt Securities, in whole or in part, at our option; |
| ● | the covenants applicable to the Debt Securities; |
| ● | the terms and conditions for any conversion or exchange of the Debt Securities for any other Securities; |
| ● | the extent and manner, if any, to which payment on or in respect of the Debt Securities of the series
will be senior or will be subordinated to the prior payment of other liabilities and obligations of the Company; |
| ● | whether the Debt Securities will be secured or unsecured; |
| ● | whether the Debt Securities will be issuable in registered form or bearer form or both, and, if issuable
in bearer form, the restrictions as to the offer, sale and delivery of the Debt Securities which are in bearer form and as to exchanges
between registered form and bearer form; |
| ● | whether the Debt Securities will be issuable in the form of registered global securities (“Global
Securities”), and, if so, the identity of the depositary for such registered Global Securities; |
| ● | the denominations in which registered Debt Securities will be issuable, if other than denominations of
$1,000, integral multiples of $1,000 and the denominations in which bearer Debt Securities will be issuable, if other than $5,000; |
| ● | each office or agency where payments on the Debt Securities will be made and each office or agency where
the Debt Securities may be presented for registration of transfer or exchange; |
| ● | if other than United States dollars, the currency in which the Debt Securities are denominated or the
currency in which we will make payments on the Debt Securities; |
| ● | material Canadian federal income tax consequences and United States federal income tax consequences of
owning the Debt Securities; |
| ● | any index, formula or other method used to determine the amount of payments of principal of (and premium,
if any) or interest, if any, on the Debt Securities; |
| ● | any changes or additions to, or deletions of, events of default or covenants whether or not such events
of default or covenants are consistent with the events of default or covenants in the Indenture; |
| ● | the applicability of, and any changes or additions to, the provisions for defeasance described under “Defeasance”
below; |
| ● | whether the holders of any series of Debt Securities have special rights if specified events occur; and |
| ● | any other terms, conditions, rights or preferences of the Debt Securities which apply solely to the Debt
Securities. |
If we denominate the purchase price of any of the
Debt Securities in a currency or currencies other than United States dollars or a non-United States dollar unit or units, or if the principal
of and any premium and interest on any Debt Securities is payable in a currency or currencies other than United States dollars or a non-United
States dollar unit or units, we will provide investors with information on the restrictions, elections, general tax considerations, specific
terms and other information with respect to that issue of Debt Securities and such non-United States dollar currency or currencies or
non-United States dollar unit or units in the applicable Prospectus Supplement.
Each series of Debt Securities may be issued at various
times with different maturity dates, may bear interest at different rates and may otherwise vary.
The terms on which a series of Debt Securities may
be convertible into or exchangeable for Common Shares or other securities of the Company will be described in the applicable Prospectus
Supplement. These terms may include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at the
option of the Company, and may include provisions pursuant to which the number of Common Shares or other securities to be received by
the holders of such series of Debt Securities would be subject to adjustment.
To the extent any Debt Securities are convertible
into Common Shares or other securities of the Company, prior to such conversion the holders of such Debt Securities will not have any
of the rights of holders of the securities into which the Debt Securities are convertible, including the right to receive payments of
dividends or the right to vote such underlying securities.
Guarantees
Our payment obligations under any series of Debt Securities
may be guaranteed by certain of our direct or indirect subsidiaries. In order to comply with certain registration statement form requirements
under U.S. law, these guarantees may in turn be guaranteed by the Company. The terms of such guarantees will be set forth in the applicable
Prospectus Supplement.
Ranking and Other Indebtedness
Unless otherwise indicated in an applicable Prospectus
Supplement, and except to the extent prescribed by law, each such series of Debt Securities shall be senior, unsubordinated and unsecured
obligations of the Company and shall rank pari passu and ratably without preference among themselves and pari passu with
all other senior, unsubordinated and unsecured obligations of the Company. The Debt Securities will be structurally subordinated to all
existing and future liabilities, including trade payable and other indebtedness, of our subsidiaries.
Our Board of Directors may establish the extent and
manner, if any, to which payment on or in respect of a series of Debt Securities will be senior, senior subordinated or will be subordinated
to the prior payment of the Company’s other liabilities and obligations, and whether the payment of principal, premium, if any,
and interest, if any, will be guaranteed by any other person and the nature and priority of any security.
Debt Securities in Global Form
The Depositary and Book-Entry
Unless otherwise specified in the applicable Prospectus
Supplement, a series of the Debt Securities may be issued in whole or in part in global form as a “global security” and will
be registered in the name of or issued in bearer form and be deposited with a depositary, or its nominee, each of which will be identified
in the applicable Prospectus Supplement relating to that series. Unless otherwise permitted by the terms of the Indenture or until exchanged,
in whole or in part, for the Debt Securities in definitive registered form, a global security may not be transferred except as a whole
by the depositary for such global security to a nominee of the depositary, by a nominee of the depositary to the depositary or another
nominee of the depositary or by the depositary or any such nominee to a successor of the depositary or a nominee of the successor.
The specific terms of the depositary arrangement with
respect to any portion of a particular series of the Debt Securities to be represented by a global security will be described in the applicable
Prospectus Supplement relating to such series. The Company anticipates that the provisions described in this section will apply to all
depositary arrangements.
Upon the issuance of a global security, the depositary
therefor or its nominee will credit, on its book entry and registration system, the respective principal amounts of the Debt Securities
represented by the global security to the accounts of such persons, designated as “participants”, having accounts with such
depositary or its nominee. Such accounts shall be designated by the underwriters, dealers or agents participating in the distribution
of the Debt Securities or by the Company if such Debt Securities are offered and sold directly by the Company. Ownership of beneficial
interests in a global security will be limited to participants or persons that may hold beneficial interests through participants. Ownership
of beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records
maintained by the depositary therefor or its nominee (with respect to interests of participants) or by participants or persons that hold
through participants (with respect to interests of persons other than participants). The law of some states in the United States may require
that certain purchasers of securities take physical delivery of such securities in definitive form. So long as the depositary for a global
security or its nominee is the registered owner of the global security or holder of a global security in bearer form, such depositary
or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by the global security
for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled
to have a series of the Debt Securities represented by the global security registered in their names, will not receive or be entitled
to receive physical delivery of such series of the Debt Securities in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Any payments of principal, premium, if any, and interest,
if any, on global securities registered in the name of a depositary or securities registrar will be made to the depositary or its nominee,
as the case may be, as the registered owner of the global security representing such Debt Securities. None of the Company, any trustee
or any paying agent for the Debt Securities represented by the global securities will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests of the global security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
The Company expects that the depositary for a global
security and its nominee, upon receipt of any payment of principal, premium, if any, or interest, if any, will credit participants’
accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security
as shown on the records of such depositary or its nominee. The Company also expects that payments by participants to owners of beneficial
interests in a global security held through such participants will be governed by standing instructions and customary practices, as is
now the case with securities held for the accounts of customers registered in “street name”, and will be the responsibility
of such participants.
Discontinuation of Depositary’s Services
If a depositary for a global security representing
a particular series of the Debt Securities is at any time unwilling or unable to continue as depositary or, if at any time the depositary
for such series shall no longer be registered or in good standing under the Exchange Act, and a successor depositary is not appointed
by us within 90 days, the Company will issue such series of the Debt Securities in definitive form in exchange for a global security representing
such series of the Debt Securities. If an event of default under the Indenture has occurred and is continuing, Debt Securities in definitive
form will be printed and delivered upon written request by the holder to the appropriate trustee. In addition, the Company may at any
time and in the Company’s sole discretion determine not to have a series of the Debt Securities represented by a global security
and, in such event, will issue a series of the Debt Securities in definitive form in exchange for all of the global securities representing
that series of Debt Securities.
Debt Securities in Definitive Form
A series of the Debt Securities may be issued in definitive
form, solely as registered securities, solely as unregistered securities or as both registered securities and unregistered securities.
Registered securities will be issuable in denominations of $1,000 and integral multiples of $1,000 and unregistered securities will be
issuable in denominations of $5,000 and integral multiples of $5,000 or, in each case, in such other denominations as may be set out in
the terms of the Debt Securities of any particular series. Unless otherwise indicated in the applicable Prospectus Supplement, unregistered
securities will have interest coupons attached.
Unless otherwise indicated in the applicable Prospectus
Supplement, payment of principal, premium, if any, and interest, if any, on the Debt Securities in definitive form will be made at the
office or agency designated by the Company, or at the Company’s option the Company can pay principal, interest, if any, and premium,
if any, by check mailed to the address of the person entitled at the address appearing in the security register of the trustee or electronic
funds wire transfer to an account of persons who meet certain thresholds set out in the Indenture who are entitled to receive payments
by wire transfer. Unless otherwise indicated in the applicable Prospectus Supplement, payment of interest, if any, will be made to the
persons in whose name the Debt Securities are registered at the close of business on the day or days specified by the Company.
At the option of the holder of Debt Securities, registered
securities of any series will be exchangeable for other registered securities of the same series, of any authorized denomination and of
a like aggregate principal amount. If, but only if, provided in an applicable Prospectus Supplement, unregistered securities (with all
unmatured coupons, except as provided below, and all matured coupons in default) of any series may be exchanged for registered securities
of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. In such event, unregistered securities
surrendered in a permitted exchange for registered securities between a regular record date or a special record date and the relevant
date for payment of interest shall be surrendered without the coupon relating to such date for payment of interest, and interest will
not be payable on such date for payment of interest in respect of the registered security issued in exchange for such unregistered security,
but will be payable only to the holder of such coupon when due in accordance with the terms of the Indenture. Unless otherwise specified
in an applicable Prospectus Supplement, unregistered securities will not be issued in exchange for registered securities.
The applicable Prospectus Supplement may indicate
the places to register a transfer of Debt Securities in definitive form. Service charges may be payable by the holder for any registration
of transfer or exchange of the Debt Securities in definitive form, and the Company may, in certain instances, require a sum sufficient
to cover any tax or other governmental charges payable in connection with these transactions.
We shall not be required to:
| ● | issue, register the transfer of or exchange any series of the Debt Securities in definitive form during
a period beginning at the opening of 15 days before any selection of securities of that series of the Debt Securities to be redeemed and
ending on the relevant date of notice of such redemption, as provided in the Indenture; |
| | | |
| ● | register the transfer of or exchange any registered security in definitive form, or portion thereof, called
for redemption, except the unredeemed portion of any registered security being redeemed in part; |
| | | |
| ● | exchange any unregistered security called for redemption except to the extent that such unregistered security
may be exchanged for a registered security of that series and like tenor; provided that such registered security will be simultaneously
surrendered for redemption; or |
| | | |
| ● | issue, register the transfer of or exchange any of the Debt Securities in definitive form which have been
surrendered for repayment at the option of the holder, except the portion, if any, of such Debt Securities not to be so repaid. |
Provision of Financial Information
In the event that the Company is not required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis
on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, it shall continue
to file with the SEC and provide the trustee:
| ● | within 140 days after the end of each fiscal year, annual reports on Form 20-F, 40-F, or Form 10-K, as
applicable (or any successor form), containing audited financial statements and the other financial information required to be contained
therein (or required in such successor form); and |
| | | |
| ● | within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on
Form 6-K or Form 10-Q (or any successor form), containing unaudited financial statements and the other financial information which, regardless
of applicable requirements shall, at a minimum, contain such information required to be provided in quarterly reports under the laws of
Canada or any province thereof to security holders of a corporation with securities listed on the TSX, whether or not the Company has
any of its securities so listed. |
Events of Default
Unless otherwise specified in the applicable Prospectus
Supplement relating to a particular series of Debt Securities, the following is a summary of events which will, with respect to any series
of the Debt Securities, constitute an event of default under the Indenture with respect to the Debt Securities of that series:
| ● | the Company fails to pay principal of, or any premium on any Debt Security of that series when it is due
and payable; |
| | | |
| ● | the Company fails to pay interest payable on any Debt Security of that series when it becomes due and
payable, and such default continues for 30 days; |
| | | |
| ● | the Company fails to make any required sinking fund or analogous payment when due for that series of Debt
Securities; |
| | | |
| ● | the Company fails to observe or perform any of its covenants or agreements in the Indenture that affect
or are applicable to the Debt Securities of that series for 90 days after written notice to the Company by the trustees or to the Company
and the trustees by holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of that series; |
| | | |
| ● | certain events involving the Company’s bankruptcy, insolvency or reorganization; and |
| | | |
| ● | any other event of default provided for in that series of Debt Securities. |
A default under one series of Debt Securities will
not necessarily be a default under another series. A trustee may withhold notice to the holders of the Debt Securities of any default,
except in the payment of principal or premium, if any, or interest, if any, if in good faith it considers it in the interests of the holders
to do so and so advises the Company in writing.
If an event of default for any series of Debt Securities
occurs and continues (other than a bankruptcy-related event of default), a trustee or the holders of at least 25% in aggregate principal
amount of the Debt Securities of that series may require the Company to repay immediately:
| ● | the entire principal and interest of the Debt Securities of the series; or |
| | | |
| ● | if the Debt Securities are discounted securities, that portion of the principal as described in the applicable
Prospectus Supplement. |
If an event of default relates to events involving
the Company’s bankruptcy, insolvency or reorganization, the principal of all Debt Securities will become immediately due and payable
without any action by the trustee or any holder.
Subject to certain conditions, the holders of a majority
of the aggregate principal amount of the Debt Securities of the affected series can rescind and annul an accelerated payment requirement.
If Debt Securities are discounted securities, the applicable Prospectus Supplement will contain provisions relating to the acceleration
of maturity of a portion of the principal amount of the discounted securities upon the occurrence or continuance of an event of default.
Other than its duties in case of a default, a trustee
is not obligated to exercise any of the rights or powers that it will have under the Indenture at the request or direction of any holders,
unless the holders offer the trustee reasonable security or indemnity. If they provide this reasonable security or indemnity, the holders
of a majority in aggregate principal amount of any series of Debt Securities may, subject to certain limitations, direct the time, method
and place of conducting any proceeding for any remedy available to a trustee, or exercising any trust or power conferred upon a trustee,
for any series of Debt Securities.
The Company will be required to furnish to the trustees
a statement annually as to its compliance with all conditions and covenants under the Indenture and, if the Company is not in compliance,
the Company must specify any defaults.
No holder of a Debt Security of any series will have
any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or a trustee, or for any other
remedy, unless:
| ● | the holder has previously given to the trustees written notice of a continuing event of default with respect
to the Debt Securities of the affected series; |
| | | |
| ● | the holders of at least 25% in principal amount of the outstanding Debt Securities of the series affected
by an event of default have made a written request, and the holders have offered reasonable indemnity, to the trustees to institute a
proceeding as trustees; and |
| | | |
| ● | the trustees have failed to institute a proceeding, and have not received from the holders of a majority
in aggregate principal amount of the outstanding Debt Securities of the series affected by an event of default a direction inconsistent
with the request, within 60 days after receipt of the holders’ notice, request and offer of indemnity. |
However, such above-mentioned limitations do not apply
to a suit instituted by the holder of a Debt Security for the enforcement of payment of the principal of or any premium, if any, or interest
on such Debt Security on or after the applicable due date specified in such Debt Security.
Defeasance
When the Company uses the term “defeasance”,
it means discharge from certain obligations (other than obligations that survive such defeasance, as specified in the Indenture) with
respect to any Debt Securities of or within a series under the Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
if the Company deposits with a trustee cash, government securities or a combination thereof sufficient to pay the principal, interest,
if any, premium, if any, and any other sums due to the stated maturity date or a redemption date of the Debt Securities of a series, then
at the Company’s option:
| ● | the Company will be discharged from the obligations with respect to the Debt Securities of that series;
or |
| | | |
| ● | the Company will no longer be under any obligation to comply with certain restrictive covenants under
the Indenture and certain events of default will no longer apply to the Company. |
If this happens, the holders of the Debt Securities
of the affected series will not be entitled to the benefits of the Indenture except for registration of transfer and exchange of Debt
Securities and the replacement of lost, stolen, destroyed or mutilated Debt Securities. These holders may look only to the deposited fund
for payment on their Debt Securities.
To exercise the defeasance option, the Company must
deliver to the trustees:
| ● | an opinion of counsel in the United States to the effect that the holders of the outstanding Debt Securities
of the affected series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of a defeasance and will
be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the
defeasance had not occurred; |
| | | |
| ● | an opinion of counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the holders
of the outstanding Debt Securities of the affected series will not recognize income, gain or loss for Canadian federal, provincial or
territorial income or other tax purposes as a result of a defeasance and will be subject to Canadian federal, provincial or territorial
income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had the defeasance
not occurred; and |
| | | |
| ● | a certificate of one of the Company’s officers and an opinion of counsel, each stating that all
conditions precedent provided for relating to defeasance have been complied with. |
If the Company is to be discharged from its obligations
with respect to the Debt Securities and not just from the Company’s covenants, the U.S. opinion must be based upon a ruling from
or published by the United States Internal Revenue Service or a change in law to that effect.
In addition to the delivery of the opinions described
above, the following conditions must be met before the Company may exercise its defeasance option:
| ● | no event of default or event that, with the passing of time or the giving of notice, or both, shall constitute
an event of default shall have occurred and be continuing for the Debt Securities of the affected series; |
| | | |
| ● | the Company is not an “insolvent person” within the meaning of applicable bankruptcy and insolvency
legislation; and |
| | | |
| ● | other customary conditions precedent are satisfied. |
Modification and Waiver
Modifications and amendments of the Indenture may
be made by the Company and the trustees pursuant to one or more Supplemental Indentures (a “Supplemental Indenture”)
with the consent of the holders of at least a majority in aggregate principal amount of the outstanding Debt Securities of each series
affected by the modification. However, without the consent of each holder affected, no such modification may:
| ● | change the stated maturity of the principal of, premium, if any, or any instalment of interest, if any,
on any Debt Security; |
| | | |
| ● | reduce the principal, premium, if any, or rate of interest, if any, or change any obligation of the Company
to pay any additional amounts; |
| | | |
| ● | reduce the amount of principal of a debt security payable upon acceleration of its maturity or the amount
provable in bankruptcy; |
| | | |
| ● | change the place or currency of any payment; |
| | | |
| ● | affect the holder’s right to require the Company to repurchase the Debt Securities at the holder’s
option; |
| | | |
| ● | impair the right of the holders to institute a suit to enforce their rights to payment; |
| | | |
| ● | adversely affect any conversion or exchange right related to a series of Debt Securities; |
| | | |
| ● | reduce the percentage of Debt Securities required to modify the Indenture or to waive compliance with
certain provisions of the Indenture; or |
| | | |
| ● | reduce the percentage in principal amount of outstanding Debt Securities necessary to take certain actions. |
The holders of at least a majority in principal amount
of outstanding Debt Securities of any series may on behalf of the holders of all Debt Securities of that series waive, insofar as only
that series is concerned, past defaults under the Indenture and compliance by the Company with certain restrictive provisions of the Indenture.
However, these holders may not waive a default in any payment or principal, premium if any, or interest on any Debt Security or compliance
with a provision that cannot be modified without the consent of each holder affected.
The Company may modify the Indenture pursuant to a
Supplemental Indenture without the consent of any holders to:
| ● | evidence its successor under the Indenture; |
| | | |
| ● | add covenants of the Company or surrender any right or power of the Company for the benefit of holders; |
| ● | add events of default; |
| | | |
| ● | provide for unregistered securities to become registered securities under the Indenture and make other
such changes to unregistered securities that in each case do not materially and adversely affect the interests of holders of outstanding
Debt Securities; |
| | | |
| ● | establish the forms of the Debt Securities as permitted by the Indenture; |
| | | |
| ● | appoint a successor trustee under the Indenture; |
| | | |
| ● | add provisions to permit or facilitate the defeasance and discharge of the Debt Securities as long as
there is no material adverse effect on the holders; |
| | | |
| ● | cure any ambiguity, correct or supplement any defective or inconsistent provision or make any other provisions
in each case that would not materially and adversely affect the interests of holders of outstanding Debt Securities, if any; or |
| | | |
| ● | change or eliminate any provisions of the Indenture where such change takes effect when there are no Debt
Securities outstanding which are entitled to the benefit of those provisions under the Indenture. |
Governing Law
To the extent the Indenture is governed by the Trust
Indenture Act, the Indenture and the Debt Securities will be governed and construed in accordance with the laws of the State of New York.
The Trustee
The Trustee under the Indenture or its affiliates
may provide banking and other services to the Company in the ordinary course of their business.
The Indenture will contain certain limitations on
the rights of the Trustee, as long as it or any of its affiliates remains the Company’s creditor, to obtain payment of claims in
certain cases or to realize on certain property received on any claim as security or otherwise. The Trustee and its affiliates will be
permitted to engage in other transactions with the Company. If a Trustee acquires any conflicting interest as defined in the Trust Indenture
Act it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the Indenture has been
qualified under the Trust Indenture Act) or resign.
Resignation and Removal of Trustee
A trustee may resign or be removed with respect to
one or more series of the Debt Securities and a successor trustee may be appointed to act with respect to such series.
Consent to Jurisdiction and Service
Under the Indenture, the Company will irrevocably
appoint an authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to the Debt
Securities or the Indenture that may be instituted in any United States federal or New York state court located in The City of New York,
and will submit to such non-exclusive jurisdiction.
Units
Units may be offered separately or together with other
Securities, as the case may be. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in
the Unit. Thus the holder of a Unit will have the rights and obligations of a holder of each included Security. The Unit agreement, if
any, under which a Unit is issued may provide that the Securities comprising the Unit may not be held or transferred separately, at any
time or at any time before a specified date.
Each applicable Prospectus Supplement will set forth
the terms and other information with respect to the Units being offered thereby, which may include, without limitation, the following
(where applicable):
| ● | the designation and aggregate number of Units offered; |
| | | |
| ● | the price or prices, if any, at which the Units will be offered; |
| | | |
| ● | the currency in which the Units will be offered; |
| ● | the designation, number and terms of the Securities comprising the Units and any agreement governing the
Units; |
| | | |
| ● | whether the Units will be issued with any other Securities and, if so, the amount and terms of these Securities; |
| | | |
| ● | any minimum or maximum subscription amount; |
| | | |
| ● | the date on and after which the Securities comprising the Units will be separately transferable; |
| | | |
| ● | whether the Securities comprising the Units will be listed on any securities exchange; |
| | | |
| ● | whether such Units and the Securities comprising the Units are to be issued in registered form, “book-entry
only” form, non-certificated inventory system form, bearer form or in the form of temporary or permanent global securities and the
basis of exchange, transfer and ownership thereof; |
| | | |
| ● | any terms, procedures and limitations relating to the transferability, exchange or exercise of the Units
and the Securities comprising the Units; |
| | | |
| ● | certain material U.S. and Canadian federal tax consequences of owning the Units; and |
| | | |
| ● | any other material terms and conditions of the Units. |
The terms and provisions of any Units offered under
a Prospectus Supplement may differ from the terms described above, and may not be subject to or contain any or all of the terms described
above.
CONSOLIDATED CAPITALIZATION
The following information should be read in conjunction
with the Annual Financial Statements and Annual MD&A that are incorporated by reference in this Prospectus.
On May 3, 2023, the Company paid $9.7 million (US$7.2
million) in full repayment of all remaining principal, interest and fees under the BMO Credit Facility and extinguished the BMO Credit
Facility. Following closure of the BMO Credit Facility, the security granted over the remaining Yellow Cake ordinary shares was deregistered.
Additionally, Warrants of the Company have been exercised
into an aggregate of 565,722 Common Shares subsequent to April 30, 2023.
Other than as described herein, there have been no
material changes in the share and loan capital of the Company, on a consolidated basis, since the date of the Annual Financial Statements.
The applicable Prospectus Supplement will describe
any material change in, and the effect of such material change on, the share and loan capital of the Company that will result from the
issuance of Securities pursuant to such Prospectus Supplement.
USE OF PROCEEDS
The use of proceeds from the sale of Securities will
be described in the applicable Prospectus Supplement relating to a specific offering and sale of Securities. Among other potential uses,
the Company may use the net proceeds from the sale of Securities for general corporate purposes, including funding ongoing operations
and/or working capital requirements, to repay indebtedness outstanding from time to time, for capital projects and potential for future
direct or indirect acquisitions of physical uranium, royalties, streams or similar interests.
Management of the Company will retain broad discretion
in allocating the net proceeds of any offering of Securities under this Prospectus and the Company’s actual use of the net proceeds
will vary depending on the availability and suitability of investment opportunities and its operating and capital needs from time to time.
All expenses relating to an offering of Securities and any compensation paid to underwriting dealers or agents as the case may be, will
be paid out of the proceeds from the sale of Securities, unless otherwise stated in the applicable Prospectus Supplement.
The Company may, from time to time, issue securities
(including Securities) other than pursuant to this Prospectus.
The Company is primarily engaged in
the acquisition of uranium interests. The Company had negative operating cash flow for the financial year ended April 30, 2023. If
the Company continues to have negative cash flow into the future, net proceeds may need to be allocated to fund this negative cash
flow. The Company anticipates it will continue to have negative cash flow from operating activities in future periods until such
time as the projects underlying its royalties or other future uranium interests or holdings generate sufficient revenues. Future
cash flows from such interests are dependent upon the underlying projects achieving or re-commencing production. There can be no
assurance that such production will ever be achieved. See “Risk Factors – Risks Related to the Business of URC
– Negative Cash Flow from Operating Activities” in the Annual Information Form.
PRIOR SALES
Information in respect of the Common Shares that were
issued within the previous twelve-month period, Common Shares that were issued upon the exercise of options and restricted share rights,
and in respect of the grant of options and restricted share rights will be provided as required in any applicable Prospectus Supplement.
TRADING PRICE AND VOLUME
The Company’s Common Shares are listed and posted
for trading on the TSX in Canada and the Nasdaq in the United States under the stock symbols “URC” and “UROY”,
respectively. The Company’s Listed Warrants are listed on the TSX under the stock symbol “URC.WT”. Trading price and
volume of the Common Shares and Listed Warrants will be provided as required in each Prospectus Supplement to this Prospectus.
EARNINGS COVERAGE RATIO
Earnings coverage ratios will be provided as required
in the applicable Prospectus Supplement(s) with respect to the issuance of Debt Securities pursuant to this Prospectus.
PLAN OF DISTRIBUTION
The Company may from time to time during the 25-month
period that this Prospectus, including any amendments hereto, remains effective, offer for sale and issue up to an aggregate of $130,000,000
in Securities hereunder.
The Company may sell the Securities offered by this
Prospectus to one or more underwriters or dealers for public offering, through agents, directly to one or more purchasers or through a
combination of any such methods of sale. The name of any such underwriters, dealers or agents involved in the offer and sale of the Securities,
the amounts underwritten and the nature of its obligation to take the Securities will be specified in the applicable Prospectus Supplement.
The Company reserved the right to sell the Securities directly to investors on its own behalf in those jurisdictions where it is authorized
to do so. The sale of the Securities may be effected in one or more transactions: (a) on any national or international securities exchange
or quotation service on which the Securities may be listed or quoted at the time of sale; (b) in the over-the-counter market; (c) in transactions
otherwise than on such exchanges or in the over-the-counter market; or (d) through the writing of options. Each time that the Company
sells Securities covered by this Prospectus, the Company will provide a Prospectus Supplement or supplements that will describe the method
of distribution and set forth the terms and conditions of the offering of such Securities, including the offering price of the Securities
and the proceeds to the Company, if applicable.
In addition, the Securities may be offered and issued
in consideration for the acquisition of other businesses, assets or securities by the Company or its subsidiaries. The consideration for
any such acquisition may consist of the Securities separately, a combination of Securities or any combination of, among other things,
Securities, cash and assumption of liabilities.
The Company and its agents and underwriters may offer
and sell the Securities at a fixed price or prices that may be changed, at market prices prevailing at the time of sale, at varying prices
determined at the time of sale, at prices related to prevailing market prices or at negotiated prices, including sales in transactions
that are deemed to be “at-the-market distributions” as defined in NI 44-102 made through the facilities of the TSX, the
Nasdaq or other existing trading markets for the Common Shares. A description of such pricing will be disclosed in the applicable Prospectus
Supplement. The price at which the Securities will be offered and sold may vary as between purchasers and during the period of distribution
of the applicable Securities. If, in connection with the offering of Securities at a fixed price or prices, the underwriters, dealers
or agents have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus
Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than
the initial offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters, dealers or
agents will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds
paid by the underwriters, dealers or agents to the Company.
In connection with the sale of the Securities, underwriters,
dealers or agents may receive compensation from the Company or from other parties, including in the form of underwriters’, dealers’
or agents’ fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities
may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by
them from the Company and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.
In connection with any offering of Securities, except
as otherwise set out in a Prospectus Supplement relating to a particular offering of Securities and other than in relation to an “at-the-market”
distribution, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions intended to fix, stabilize,
maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open
market. Such transactions may be commenced, interrupted or discontinued at any time. No underwriter, agent or dealer involved in an “at-the-market
distribution”, as defined in NI 44-102, no affiliate of such an underwriter, agent or dealer and no person or company acting jointly
or in concert with such an underwriter, agent or dealer may in connection with such distribution, enter into any transaction that is intended
to stabilize or maintain the market price of the Securities distributed under an “at-the-market” Prospectus Supplement, including
an aggregate number or principal amount of Securities that would result in the underwriter, agent or dealer creating an over-allotment
position in the Securities.
Underwriters, dealers or agents who participate in
the distribution of the Securities may be entitled, under agreements to be entered into with the Company, to indemnification by the Company
against certain liabilities, including liabilities under the U.S. Securities Act and Canadian securities legislation, or to contribution
with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers
and agents may be customers of, engage in transactions with, or perform services for, the Company in the ordinary course of business.
Unless otherwise specified in the applicable Prospectus
Supplement, each series or issue of Securities (other than Common Shares and Listed Warrants) will be a new issue of Securities with no
established trading market. Accordingly, there is currently no market through which the Securities (other than Common Shares and Listed
Warrants) may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus or any Prospectus Supplement.
This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity
of such Securities and the extent of issuer regulation. Subject to applicable laws, certain dealers may make a market in the Securities
(other than Common Shares and Listed Warrants), as applicable, but will not be obligated to do so and may discontinue any market making
at any time without notice. No assurances can be given that a market for trading in Securities (other than Common Shares and Listed Warrants)
of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities
exchange.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement may describe
certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of
Canada of acquiring, owning and disposing of any of the Securities offered thereunder. The applicable Prospectus Supplement may also describe
certain U.S. federal income tax consequences of the acquisition, ownership and disposition of any of the Securities offered thereunder
by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)).
Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax
advisors with respect to their own particular circumstances.
EXEMPTIONS
Pursuant to a decision of the Autorité
des marchés financiers dated June 6, 2023 the Company was granted a permanent exemption from the requirement to translate
into French this Prospectus as well as the documents incorporated by reference herein and any Prospectus Supplement to be filed in relation
to an “at-the-market” distribution. This exemption is granted on the condition that this Prospectus and any Prospectus Supplement
(other than in relation to an “at-the-market” distribution) be translated into French if the Company offers Securities to
Québec purchasers in connection with an offering other than in relation to an “at-the-market” distribution.
RISK FACTORS
Investing in our securities is speculative and
involves a high degree of risk due to the nature of our business and the present stage of its development. The following risk factors,
as well as risks currently unknown to us, could materially adversely affect our future business, operations and financial condition and
could cause them to differ materially from the estimates described in forward-looking statements relating to the Company, or its business,
property or financial results, each of which could cause purchasers of our securities to lose part or all of their investment. The risks
set out below are not the only risks we face; risks and uncertainties not currently known to us or that we currently deem to be immaterial
may also materially and adversely affect our business, financial condition, results of operations and prospects. In addition to the other
information contained in this Prospectus, the documents incorporated by reference herein and the applicable Prospectus Supplement, you
should carefully consider the risks described below as they relate to potential future offerings under this Prospectus, as well as the
risks described under the “Risk Factors” section of the Annual Information Form, as they relate to the business of the Company.
Negative Cash Flow from Operations
The Company had negative cash flow from operating
activities in the fiscal periods since its incorporation. Given that the Company does not anticipate generating operating profits for
the foreseeable future, all expenditures to fund operating activities must be provided by financings. There is no assurance that future
financings can be completed.
No Assurance of Active or Liquid Market
There is no public market for the Preferred Shares,
Warrants, Subscription Receipts, Debt Securities or Units and, unless otherwise specified in the applicable Prospectus Supplement, the
Company does not intend to apply for listing of such Securities on any securities exchanges. If the Preferred Shares, Warrants, Subscription
Receipts, Debt Securities or Units are traded after their initial issue, they may trade at a discount from their initial offering prices
depending on prevailing interest rates (as applicable), the market for similar securities and other factors including general economic
conditions and the Company’s financial condition. There can be no assurance as to the liquidity of the trading market for the Preferred
Shares, Warrants, Subscription Receipts, Debt Securities or Units or that a trading market for these securities will develop.
Public Markets and Share Prices
The market price of the Common Shares and any other
Securities offered hereunder that become listed and posted for trading on the TSX, Nasdaq or any other stock exchange could be subject
to significant fluctuations in response to variations in the Company’s financial results, the global economy or other factors. In
addition, fluctuations in the stock market may adversely affect the market price of the Common Shares and any other Securities offered
hereunder that become listed and posted for trading on the TSX, Nasdaq or any other stock exchange regardless of the financial performance of
the Company. Securities markets have also experienced significant price and volume fluctuations from time to time. In some instances,
these fluctuations have been unrelated or disproportionate to the financial performance of issuers. Market fluctuations may adversely
impact the market price of the Common Shares and any other Securities offered hereunder that become listed and posted for trading on the
TSX or any other stock exchange. There can be no assurance of the price at which the Common Shares or any other Securities offered hereunder
that become listed and posted for trading on the TSX, Nasdaq or any other stock exchange will trade.
Additional Issuances and Dilution
The Company may issue and sell additional securities
of the Company to finance its operations or future acquisitions. The Company cannot predict the size of future issuances of securities
of the Company or the effect, if any, that future issuances and sales of securities will have on the market price of any Securities of
the Company issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of the Company, or the perception
that such sales could occur, may adversely affect prevailing market prices for securities of the Company issued and outstanding from time
to time. With any additional sale or issuance of securities of the Company, holders will suffer dilution with respect to voting power
and may experience dilution in the Company’s earnings per share. Moreover, this Prospectus may create a perceived risk of dilution
resulting in downward pressure on the price of the Company’s issued and outstanding Common Shares, which could contribute to progressive
declines in the prices of such securities.
Discretion Concerning the Use of Proceeds
Our management will have substantial discretion concerning
the use of proceeds of an offering under any Prospectus Supplement as well as the timing of the expenditure of the proceeds thereof. As
a result, investors will be relying on the judgment of management as to the specific application of the proceeds of any offering of Securities
under any Prospectus Supplement. Management may use the net proceeds of any offering of Securities under any Prospectus Supplement in
ways that an investor may not consider desirable. The results and effectiveness of the application of the net proceeds are uncertain.
Different Shareholder Protections between the United
States and Canada
We are organized and exist under the laws of Canada
and, accordingly, are governed by the Canada Business Corporations Act (the “CBCA”). The CBCA differs in certain
material respects from laws generally applicable to United States corporations and shareholders, including the provisions relating to
interested directors, mergers and similar arrangements, takeovers, shareholders’ suits, indemnification of directors and inspection
of corporation records.
The Company is a Foreign Private Issuer within
the Meaning of the Rules under the Exchange Act, and is Exempt from Certain Provisions Applicable to United States Domestic Public Companies
Because we are a “foreign private issuer”
under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable
to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports
on Form 8-K with the SEC; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in
respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and
trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material non-public information under Regulation FD. |
We are required to file an annual report on Form 40-F
with the SEC within three months of the end of each fiscal year. We do not intend to voluntarily file annual reports on Form 10-K and
quarterly reports on Form 10-Q in lieu of Form 40-F requirements. For so long as we choose to only comply with foreign private issuer
requirements, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that
required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information which
would be made available to you if you were investing in a U.S. domestic issuer.
The Company May Be Treated as a “Passive
Foreign Investment Company” under the U.S. Internal Revenue Code, Which Could Result in Adverse U.S. Federal Income Tax Consequences
for U.S. Investors
Prospective U.S. investors should be aware that they
could be subject to certain adverse U.S. federal income tax consequences if we are classified as a passive foreign investment company
(“PFIC”) for U.S. federal income tax purposes. The determination of whether we are a PFIC for a taxable year depends,
in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, and such determination
will depend on the composition of our income, expenses and assets from time to time and the nature of the activities performed by our
officers and employees. Prospective U.S. investors should consult their own tax advisors regarding the likelihood and consequences of
the Company being treated as a PFIC for U.S. federal income tax purposes, including the advisability of making certain elections that
may mitigate certain possible adverse income tax consequences but may result in an inclusion in gross income without receipt of such income.
ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS
Certain of the Company’s directors and officers
reside outside of Canada. The directors and officers named below have appointed the following agent for service of process:
| Name of Director |
|
Name and Address of Agent |
| Scott Melbye |
|
Sangra Moller LLP, 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2 |
| |
|
|
| Vina Patel |
|
Sangra Moller LLP, 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2 |
| |
|
|
| Neil Gregson |
|
Sangra Moller LLP, 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2 |
Purchasers are advised that it may not be possible
for investors to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed
an agent for service of process.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
The Company is governed by the laws of Canada and
its principal place of business is outside the United States. Certain of the directors and officers of the Company are resident outside
of the United States and certain of the Company’s assets and the assets of such persons are located outside of the United States.
Consequently, it may be difficult for United States investors to effect service of process within the United States on the Company, its
directors or officers, or to realize in the United States on judgments of courts of the United States predicated on civil liabilities
under the U.S. Securities Act. Investors should not assume that Canadian courts would enforce judgments of United States courts obtained
in actions against the Company or such persons predicated on the civil liability provisions of the United States federal securities laws
or the securities or “blue sky” laws of any state within the United States or would enforce, in original actions, liabilities
against the Company or such persons predicated on the United States federal securities or any such state securities or “blue sky”
laws. A final judgment for a liquidated sum in favour of a private litigant granted by a United States court and predicated solely upon
civil liability under United States federal securities laws would, subject to certain exceptions identified in the law of individual provinces
of Canada, likely be enforceable in Canada if the United States court in which the judgment was obtained had a basis for jurisdiction
in the matter that would be recognized by the domestic Canadian court for the same purposes. There is a significant risk that a given
Canadian court may not have jurisdiction or may decline jurisdiction over a claim based solely upon United States federal securities law
on application of the conflict of laws principles of the province in Canada in which the claim is brought.
The Company filed with the SEC, concurrently with
the Registration Statement, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Company appointed C T
Corporation System, with an address at 28 Liberty Street, New York, New York 10005, as its agent for service of process in the United
States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against
or involving the Company in a United States court arising out of or related to or concerning the offering of Securities under the Registration
Statement.
LEGAL MATTERS
Certain legal matters in connection with the Securities
offered by this Prospectus relating to Canadian law will be passed upon for the Company by Sangra Moller LLP, Vancouver, British Columbia.
Certain legal matters in connection with the Securities offered by this Prospectus relating to U.S. law will be passed upon for the Company
by Haynes and Boone, LLP, New York, New York.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditor of the Company is PricewaterhouseCoopers
LLP, located at 250 Howe St., Suite 1400, Vancouver, BC V6C 3S7, Canada. PricewaterhouseCoopers LLP has confirmed that it is independent
with respect to the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct
and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public
Company Accounting Oversight Board (United States).
The Company’s transfer agent and registrar is
Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 and 510 Burrard Street, 2nd Floor,
Vancouver, British Columbia V6C 3B9.
INTEREST OF EXPERTS
Darcy Hirsekorn, the Company’s Chief Technical
Officer, has supervised the preparation of and reviewed the technical information incorporated by reference into this Prospectus. He holds
a B.Sc. in Geology from the University of Saskatchewan, is a qualified person as defined in NI 43-101 and is registered as a professional
geoscientist in Saskatchewan.
None of the experts named under this heading and the
heading “Legal Matters”, nor any partner, employee or consultant of such an expert who participated in and who was in a position
to directly influence the preparation of the applicable statement, report or valuation, has, has received, or is expected to receive,
registered or beneficial interests, direct or indirect, in Common Shares or other property of the Company or any of its associates or
affiliates representing 1% or more of the outstanding Common Shares.
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS
Other than as described in this Prospectus and the
documents incorporated by reference herein, no director or executive officer of the Company or any person or company that beneficially
owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Company’s outstanding voting securities,
or any of their respective associates or affiliates, had any material interest, directly or indirectly, in any transaction with the Company
since the Company’s incorporation that has materially affected or is reasonably expected to materially affect the Company or a subsidiary
of the Company.
CONTRACTUAL RIGHTS OF RESCISSION
Original purchasers of Securities which are convertible,
exchangeable or exercisable for other securities of the Company, including Subscription Receipts and Warrants if offered separately without
any other Securities, will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise
of such Securities. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid
on original purchase of the Subscription Receipt or Warrant, as the case may be, the amount paid upon conversion, exchange or exercise,
upon surrender of the underlying securities gained thereby, in the event that this Prospectus, the relevant Prospectus Supplement or an
amendment thereto contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of
the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement; and (ii) the right of rescission
is exercised within 180 days of the date of the purchase of such Securities under this Prospectus and the applicable Prospectus Supplement.
This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities
Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the
Securities Act (British Columbia) or otherwise at law.
STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION
Unless provided otherwise in a Prospectus Supplement,
the following is a description of a purchaser’s statutory rights of withdrawal and rescission.
Securities legislation in certain of the provinces
and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right must be
exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and
territories of Canada, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions
of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided
that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by
the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of
the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal
adviser.
However, purchasers of Securities distributed under
an “at-the-market” distribution by the Company do not have the right to withdraw from an agreement to purchase the Securities
and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the Prospectus,
Prospectus Supplement, and any amendment relating to the Securities purchased by such purchaser because the Prospectus, Prospectus Supplement,
and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under NI 44-102.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars
of these rights or consult with a legal advisor.
Any remedies under securities legislation that a purchaser
of Securities distributed under an “at-the-market” distribution by the Company may have against the Company or its agents
for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment
relating to the Securities purchased by a purchaser containing a misrepresentation will remain unaffected by the non-delivery of the Prospectus
referred to above.
In an offering of securities that are convertible,
exchangeable or exercisable into other securities, purchasers are cautioned that the statutory right of action for damages for a misrepresentation
contained in a prospectus is limited, in certain provincial and territorial securities legislation, to the price at which such securities
are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces or territories,
if the purchaser pays additional amounts upon conversion, exchange or exercise of such securities, those amounts may not be recoverable
under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser’s province for the particulars of these rights, or consult with a legal advisor.
CERTIFICATE
OF THE COMPANY
Dated: July 20, 2023
This short form prospectus, together with the documents
incorporated in this prospectus by reference, will, as of the date of a particular distribution of securities under the prospectus, constitute
full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement as required
by the securities legislation of each of the provinces and territories of Canada.
| /s/
“Scott Melbye” |
|
/s/ “Josephine
Man” |
| Scott
Melbye |
|
Josephine
Man |
| Chief
Executive Officer and President |
|
Chief
Financial Officer |
| |
|
|
| On
Behalf of the Board |
| |
| /s/ “John
Griffith” |
|
/s/ “Amir
Adnani” |
| John
Griffith |
|
Amir
Adnani |
| Director |
|
Director |
PART
II
INFORMATION
NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS
Indemnification
of Directors and Officers
Under
the Canada Business Corporations Act (Canada) (the “CBCA”), we may indemnify our current or former directors
or officers or any other individual who acts or acted at our request as a director or officer, or in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the
individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because
of that association with us or another entity. The CBCA also provides that we may advance moneys to a director, officer or other individual
for costs, charges and expenses reasonably incurred in connection with such a proceeding. However, the individual must repay such moneys
and indemnification is prohibited under the CBCA unless the individual: (a) acted honestly and in good faith with a view to our best
interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at
our request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual
had reasonable grounds for believing that the individual’s conduct was lawful. In the case of a derivative action, indemnification
and advancement of moneys may only be made with court approval.
Our
by-laws provide that, whenever required or permitted by the CBCA or otherwise by law, we shall indemnify each current or former director
or officer or each person who acts or acted at our request as a director or officer or an individual acting in a similar capacity, of
another entity, and his or her heirs and personal representatives, against all costs, charges and expenses, including, without limitation,
each amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative,
investigative or other proceeding to which he or she is made a party by reason of being or having been a director or officer of us or
such other entity.
Our
by-laws authorize us to purchase and maintain insurance for the benefit of each of our current or former directors or officers and each
person who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity.
We
maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the United States Securities
and Exchange Commission (the “Commission”) such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Exhibit
Index
| Exhibit
Number |
|
Description |
| |
|
|
| 4.1 |
|
Annual information form for the year ended April 30, 2023 dated July 13, 2023 (incorporated by reference from Exhibit No. 99.1 to the Registrant’s Form 40-F, filed with the Commission on July 13, 2023). |
| 4.2 |
|
Audited consolidated financial statements as of April 30, 2023 and 2022 and for the years then ended, together with the notes thereto and the auditor’s reports thereon (incorporated by reference from Exhibit No. 99.3 to the Registrant’s Form 40-F, filed with the Commission on July 13, 2023). |
| 4.3 |
|
Management’s discussion and analysis of financial conditions and results of operations for the year ended April 30, 2023 (incorporated by reference from Exhibit No. 99.2 to the Registrant’s Form 40-F, filed with the Commission on July 13, 2023). |
| 4.4* |
|
Management Information Circular dated August 19, 2022. |
| 5.1 |
|
Consent of PricewaterhouseCoopers LLP. |
| 5.2* |
|
Consent of Sangra Moller LLP. |
| 5.3 |
|
Consent of Darcy Hirsekorn. |
| 6.1* |
|
Powers of Attorney (included on the signature pages to this Registration Statement). |
| 7.1* |
|
Form of Indenture (incorporated by reference from Exhibit No. 7.1 to the Registrant’s Form F-10, filed with the Commission on June 4, 2021). |
| 107* |
|
Calculation of Filing Fee Table. |
PART
III
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant
to Form F-10 or to transactions in said securities.
| Item
2. |
Consent
to Service of Process |
Concurrently
with the filing of this Registration Statement on Form F-10, the Registrant is filing with the Commission a written irrevocable consent
and power of attorney on Form F-X.
Any
change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment
to Form F-X referencing the file number of this Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-10 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on July 20,
2023.
| |
URANIUM
ROYALTY CORP. |
| |
|
|
| |
By: |
/s/
Josephine Man |
| |
Name: |
Josephine
Man |
| |
Title: |
Chief
Financial Officer |
Pursuant
to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
| Signature: |
|
Title: |
|
Date: |
| |
|
|
|
|
| /s/
Scott Melbye |
|
Chief
Executive Officer, President and Director (Principal Executive Officer) |
|
July
20, 2023 |
| Scott
Melbye |
| |
|
|
|
|
| /s/
Josephine Man |
|
Chief
Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer) |
|
July
20, 2023 |
| Josephine
Man |
| |
|
|
|
|
| * |
|
Chairman
and Director |
|
July
20, 2023 |
| Amir
Adnani |
|
|
| |
|
|
|
|
| * |
|
Director |
|
July
20, 2023 |
| John
Griffith |
|
|
| |
|
|
|
|
| * |
|
Director |
|
July
20, 2023 |
| Vina
Patel |
|
|
| |
|
|
|
|
| * |
|
Director |
|
July
20, 2023 |
| Neil
Gregson |
|
|
| *By: |
/s/
Josephine Man |
|
| |
Josephine
Man |
|
| |
Attorney-in-Fact |
|
AUTHORIZED
REPRESENTATIVE
Pursuant
to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned, solely in her capacity as the duly authorized representative
of the Registrant in the United States, on this 20th day of July, 2023.
| |
Uranium
Royalty (USA) Corp. |
| |
|
|
| |
By: |
/s/
Josephine Man |
| |
Title: |
Chief
Financial Officer |
| |
Name: |
Josephine
Man |
Exhibit
5.1
Consent
of Independent Registered Public Accounting Firm
We
hereby consent to the incorporation by reference in this registration statement on Form F-10, as amended, of Uranium Royalty Corp. of
our report dated July 13, 2023, relating to the consolidated financial statements of Uranium Royalty Corp., which appears in Exhibit
99.3 incorporated by reference in Uranium Royalty Corp.’s Annual report on Form 40-F for the year-ended April 30, 2023.
We
also consent to reference to us under the heading “Interests of Experts,” which appears in the Annual Information Form included
in Exhibit 99.1 incorporated by reference in Uranium Royalty Corp.’s Annual report on Form 40-F for the year-ended April 30, 2023,
which is incorporated by reference in this registration statement on Form F-10, as amended.
/s/PricewaterhouseCoopers
LLP
Chartered
Professional Accountants
Vancouver,
Canada
July
20, 2023
PricewaterhouseCoopers
LLP
PricewaterhouseCoopers
Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T:
+1 604 806 7000, F: +1 604 806 7806, www.pwc.com/ca
“PwC”
refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Exhibit
5.3
Consent
of Darcy Hirsekorn
The
undersigned hereby consents to (i) the references to, and the information derived from, the scientific and technical content and interpretations
contained in; and (ii) the references, as applicable, to the undersigned’s name included in or incorporated by reference in the
Registration Statement on Form F-10 being filed by Uranium Royalty Corp. with the United States Securities and Exchange Commission, and
any amendments thereto.
| |
/s/
Darcy Hirsekorn |
| |
Darcy
Hirsekorn |
| |
|
| |
Dated:
July 20, 2023 |
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