Uranium Royalty (URC) M&A announcement summary

Deal rationale and strategic fit

• Creates the largest U.S. non-precious royalty and streaming platform with immediate, diversified cash flow and century-long duration, accelerating uranium and critical minerals growth ambitions and supporting domestic supply chains.

• Sweetwater's world-class Wyoming assets provide unique control, significant land holdings, and exposure to the world's largest trona deposit, uranium, and other critical minerals.

• The combined entity becomes the second largest public company landowner in the U.S. and the largest in Wyoming, enhancing market leadership and optionality in uranium, helium, trona, and renewables.

• Enhances market presence with a diversified, high-quality royalty portfolio and strong balance sheet, positioning for inorganic expansion.

Financial terms and conditions

• URC will combine with entities owning 92% of Sweetwater Royalties, valued at approximately US$1.1 billion, with a pro forma enterprise value of up to US$1.9 billion.

• Sellers receive US$330 million in cash and US$813 million in New URC shares at US$3.64 per share, subject to adjustment.

• Cash consideration funded by existing cash, receivables (~US$242 million), a US$40 million subscription from Uranium Energy Corp., uranium inventory sales, and potential external financing.

• Pro forma market cap is US$1.39 billion, with US$625 million in low-cost, long-dated amortizing notes.

Synergies and expected cost savings

• Immediate and significant cash flow generation, with Sweetwater's assets averaging US$74 million in adjusted EBITDA annually and potential for 3x growth if expansions materialize.

• No incremental capital required for near-term growth; fully funded volume growth from brownfield and greenfield projects.

• Sweetwater's assets are in the lowest cost quartile, with reserve lives exceeding 100 years and stable, long-term cash flows.