Exhibit 99.3
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Uranium Royalty Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Uranium Royalty Corp. and its subsidiaries (together, the Company) as of April 30, 2023 and 2022, and the related consolidated statements of loss and comprehensive income (loss), changes in equity and cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada July 13, 2023 |
We have served as the Company’s auditor since 2020.
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
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Uranium Royalty Corp. Consolidated Statements of Financial Position (Expressed in thousands of Canadian dollars unless otherwise stated) |
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As at April 30, 2023 |
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As at April 30, 2022 |
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Notes |
($) |
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($) |
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Assets |
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Current Assets |
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Cash |
4 |
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Restricted cash |
4 |
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Short-term investments |
5 |
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Inventories |
6 |
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Prepaids and other receivables |
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Non-current Assets |
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Right-of-use asset |
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Royalties and royalty options |
7 |
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Liabilities |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Government loan payable |
8 |
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Margin loan payable |
9 |
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Current portion of lease liability |
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Non-current Liabilities |
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Government loan payable |
8 |
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Margin loan payable |
9 |
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Non-current portion of lease liability |
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Equity |
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Issued Capital |
10 |
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Reserves |
10 |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income |
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Commitments (Note 16)
Subsequent events (Note 17)
Approved by the Board of Directors:
/s/ Neil Gregson |
Neil Gregson Director |
/s/ Vina Patel |
Vina Patel Director |
The accompanying notes are an integral part of these consolidated financial statements
1
Uranium Royalty Corp. Consolidated Statements of Loss and Comprehensive Income (Loss) (Expressed in thousands of Canadian dollars unless otherwise stated) |
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For the year ended |
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Notes |
2023 |
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2022 |
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Revenue |
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Sales of uranium inventory |
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Cost of sales |
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Cost of uranium inventory |
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Gross profit |
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Expenses |
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Depreciation |
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( |
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( |
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Consulting fees |
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( |
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( |
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Management and directors' fees |
14 |
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( |
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( |
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Salaries, wages and benefits |
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( |
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( |
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Uranium storage fee |
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( |
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( |
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Investor communications and marketing expenses |
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( |
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( |
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Office and technology expenses |
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( |
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( |
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Transfer agent and regulatory fees |
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( |
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( |
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Insurance fees |
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( |
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( |
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Professional fees |
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( |
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( |
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Write-off of royalty option |
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( |
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Share-based compensation |
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( |
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( |
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Operating loss |
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( |
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( |
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Other items |
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Other income |
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Interest expense |
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( |
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Interest income |
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Gain on sale of marketable securities |
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Net foreign exchange loss |
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( |
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( |
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Loss before taxes |
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( |
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( |
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Deferred income tax recovery |
13 |
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Net loss for the year |
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( |
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( |
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Other comprehensive income |
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Items that will not subsequently be re-classified to net income: |
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Gain on revaluation of short-term investments |
5 |
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Deferred tax expense on short-term investments |
5 |
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( |
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( |
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Item that may subsequently be re-classified to net income: |
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Foreign currency translation differences |
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Total other comprehensive income for the year |
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Total comprehensive income (loss) for the year |
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Net loss per share, basic and diluted |
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Weighted average number of shares, outstanding, basic and diluted |
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The accompanying notes are an integral part of these consolidated financial statements
2
Uranium Royalty Corp. Consolidated Statements of Changes in Equity (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Number of |
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Issued |
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Reserves |
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Accumulated |
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Accumulated |
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Total |
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Notes |
Shares |
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($) |
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($) |
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($) |
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($) |
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($) |
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Balance at April 30, 2021 |
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Common shares issued upon exercise of warrants |
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( |
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— |
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— |
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Common shares issued upon exercise of options |
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( |
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— |
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— |
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Common shares issued to acquire royalties |
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— |
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— |
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— |
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Public offering: |
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Common shares issued for cash |
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— |
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— |
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— |
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Underwriters' fees and issuance costs |
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— |
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( |
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— |
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— |
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— |
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( |
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At-the-Market offering: |
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Common shares issued for cash |
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— |
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— |
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— |
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Agents' fees and issuance costs |
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— |
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( |
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— |
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— |
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— |
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( |
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Share-based compensation |
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— |
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— |
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— |
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— |
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Net loss for the year |
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— |
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— |
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— |
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( |
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— |
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( |
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Total other comprehensive income |
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— |
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— |
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— |
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— |
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Balance at April 30, 2022 |
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( |
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Common shares issued upon exercise of warrants |
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( |
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— |
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— |
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Common shares issued upon exercise of options |
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( |
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— |
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— |
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At-the-Market offering: |
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Common shares issued for cash |
10 |
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— |
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— |
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— |
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Agents’ fees and issuance costs |
10 |
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— |
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( |
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— |
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— |
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— |
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( |
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Transfer of other comprehensive income to accumulated deficit upon disposal of short-term investments |
5 |
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— |
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— |
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— |
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( |
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— |
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Share-based compensation |
10 |
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— |
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— |
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— |
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— |
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Net loss for the year |
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— |
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— |
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— |
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( |
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— |
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( |
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Total other comprehensive income |
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— |
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— |
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— |
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— |
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Balance at April 30, 2023 |
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( |
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The accompanying notes are an integral part of these consolidated financial statements
3
Uranium Royalty Corp. Consolidated Statements of Cash Flows (Expressed in thousands of Canadian dollars unless otherwise stated) |
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For the year ended April 30, |
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2023 |
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2022 |
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($) |
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($) |
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Operating activities |
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Net loss before tax for the year |
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( |
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( |
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Adjustments for: |
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Depreciation |
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Interest expense |
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Interest income |
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( |
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( |
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Other income |
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( |
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Gain on sale of marketable securities |
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( |
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Share-based compensation |
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Write-off of royalty option |
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Net foreign exchange loss |
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Net changes in non-cash working capital items: |
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Inventories |
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( |
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Prepaids and other receivables |
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( |
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Accounts payable and accrued liabilities |
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( |
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Cash used in operating activities |
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( |
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( |
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Investing activities |
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Investment in royalties and royalty options |
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( |
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( |
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Interest received |
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Net proceeds from sale of short-term investments |
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Restricted cash deposit |
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Investment in short-term investments |
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( |
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Cash generated from (used in) investing activities |
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( |
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Financing activities |
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Proceeds from public offering, net of underwriters' fees and issuance costs |
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Proceeds from At-the-Market offering, net of agents' fees and issuance costs |
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Proceeds from common shares issued upon exercise of options and warrants |
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Net advance/(repayment) of margin loan |
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( |
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Payments of lease liability |
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( |
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( |
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Interest and fees paid |
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( |
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( |
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Cash generated from financing activities |
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Effect of exchange rate changes on cash |
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( |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents |
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Beginning of year |
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End of year |
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The accompanying notes are an integral part of these consolidated financial statements
4
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Uranium Royalty Corp. ("URC" or "the Company") is a company incorporated in Canada on April 21, 2017 and domiciled in Canada. URC is principally engaged in acquiring and assembling a portfolio of royalties, investing in companies with exposure to uranium and trading in physical uranium. The registered office of the Company is located at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, Canada. The principal address of the Company is 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3, Canada.
As of April 30, 2023, the Company was listed on the TSX Venture Exchange (the "TSX-V"). Effective as of market close on July 5, 2023, the Company was delisted from the TSX-V and effective on July 6, 2023, the Company is listed on the Toronto Stock Exchange (the "TSX" and together with the TSX-V, as applicable, the "Exchange"). The Company's common shares and common share purchase warrants, each of which is exercisable into
2. Basis of Preparation
2.1 Statement of compliance
The Company's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS").
These consolidated financial statements were authorized for issue by the Company's board of directors on July 13, 2023.
2.2 Basis of presentation
The Company's consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. The Company's consolidated financial statements are presented in thousands of Canadian dollars ("$" or "dollars") which is also the functional currency of URC. All values are rounded to the nearest thousand except where otherwise indicated.
2.3 Basis of consolidation
The consolidated financial statements include the financial statements of Uranium Royalty Corp. and its wholly-owned subsidiaries, being Uranium Royalty (USA) Corp. ("URUSA") and Reserve Minerals, LLC ("RM"). Subsidiaries are consolidated from the date the Company obtains control, and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.
The accounts of URUSA and RM are prepared for the same reporting period as the parent company, using consistent accounting policies. The functional currency of URUSA and RM is the United States dollar. Foreign operations are translated into Canadian dollars using the period end exchange rate as to assets and liabilities and the average exchange rate as to income and expenses. All resulting exchange differences are recognized in other comprehensive income.
5
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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3.
Foreign currencies
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities are translated using the period end exchange rates. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of comprehensive loss.
Royalties and royalty options
All direct costs related to the acquisition of royalties and royalty options are capitalized on a property-by-property basis. The Company assesses the carrying costs for impairment when indicators of impairment exist. Project evaluation costs that are not related to a specific agreement are expensed in the period incurred.
Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is an indication that those assets have suffered an impairment loss. If any such indication exists or when annual impairment testing for an asset is required, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash‐generating unit to which the assets belong.
Impairment reviews for exploration stage royalties are carried out on a property-by-property basis, with each royalty representing a single cash generating unit. An impairment review is undertaken when indicators of impairment arise.
Recoverable amount is the higher of an asset's (or cash-generating unit's) fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‐tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash‐generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash‐generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in the consolidated statements of comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash‐generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount, net of depreciation, that would have been determined had no impairment loss been recognized for the asset (or cash‐generating unit) in prior years.
Income taxes
Income tax expense represents the sum of tax currently payable and deferred tax. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the end of each reporting period. Deferred income tax is provided using the liability method on temporary differences, at the end of each reporting period, between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
6
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Income taxes (continued)
Deferred income tax liabilities are recognized for all taxable temporary differences, except:
Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:
The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of each reporting period. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of comprehensive loss.
Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Cash
Cash comprises of cash on deposit with banks and highly liquid short-term interest-bearing investments with a term to maturity at the date of purchase of 90 days or less which are subject to an insignificant risk of change in value.
Restricted cash
Restricted cash includes cash that has been pledged for credit facilities which are not available for immediate disbursement.
Financial Instruments
Financial instruments are recognized in the consolidated statements of financial position on the trade date, being the date in which the Company becomes a party to the contractual provisions of the financial instrument. The Company's financial instruments consist of cash, restricted cash, short-term investments, accounts payable and accrued liabilities, government loan payable and margin loan payable. All financial instruments are initially recorded at fair value and designated as follows:
7
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Financial Instruments (continued)
Cash and restricted cash are classified as financial assets at amortized cost. Accounts payable and accrued liabilities government loan payable and margin loan payable are classified as financial liabilities at amortized cost. Both financial assets at amortized cost and financial liabilities at amortized cost are subsequently measured using the effective interest rate method.
Investments in ordinary and common shares are held for strategic purposes and not for trading. The Company classified these investments as fair value through other comprehensive income ("FVTOCI"). Such investments are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized as a component of other comprehensive income. Cumulative gains and losses are not subsequently reclassified to profit or loss. Transaction costs on initial recognition of financial instruments classified as FVTOCI are recognized in other comprehensive income as part of a change in fair value at the next remeasurement.
Financial assets are derecognized when the contractual rights to the cash flows from the asset expire. Financial liabilities are derecognized only when the Company's obligations are discharged, canceled or otherwise expire. On derecognition, the difference between the carrying amount (measured at the date or derecognition) and the consideration received (including any new asset obtained less any new liability obtained) is recognized in profit or loss.
Leases
At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company has elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with short-term leases are recognized as expenses on a straight-line basis over the lease term.
The Company recognizes a lease liability and a right-of-use asset at the lease commencement date. Leases are recognized as a right-of-use asset and a corresponding liability as at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to consolidated statements of loss and other comprehensive income over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Company's incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Revenue Recognition
The Company generates revenue from the sale of uranium inventory from contracts with customers. The Company recognizes revenue when it transfers control of the uranium inventory to the customer, which occurs when title transfer of the uranium inventory is confirmed by the conversion facility. Sales contracts with customers are pursuant to enforeceable contracts that indicate the nature and timing of satisfaction of performance obligations, including specifying the quantity of inventory sold, the price, the payment terms, the date of delivery and the location of the conversion facility to be delivered. Revenue is measured at the fair value of the consideration received or receivable.
Inventories
Inventories are measured at the lower of cost and net realizable value. Under certain royalty agreements, the Company has an option to elect to receive royalty proceeds through delivery of physical uranium. When the quantity of physical uranium that the Company is reasonably expecting to receive under the royalty agreement is determinable, it is recorded as inventory. The amount recognized for inventory includes both the cash payment, if applicable, and the related depletion associated with the related royalty.
Cost of purchased inventory is determined by the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.
8
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Net loss per share
Basic net loss per share includes no potential dilution and is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. The basic and diluted net loss per share are the same as there are no instruments that have a dilutive effect on earnings.
Share-based payments
The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of share options. The fair value of share options granted to employees is recognized as an expense over the vesting period with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes, provides services that could be provided by a direct employee, or has authority and responsibility for planning, directing and controlling the activities of the Company, including non-executive directors. The fair value is measured at the grant date and recognized over the period during which the options vest. Consideration received on the exercise of share options is recorded as issued capital and the related share-based compensation reserve is transferred to issued capital.
Significant accounting judgments and estimates
The preparation of these consolidated financial statements requires management to make accounting policy judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its accounting policy judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.
Management is required to make judgements in the application of the Company's accounting policies. The significant accounting policy judgements relevant to the current period are as follows:
9
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Significant accounting judgments and estimates (continued)
Information about significant sources of estimation uncertainty are described below.
As at April 30, 2023, the Company held cash of $
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As at April 30, 2023 |
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As at April 30, 2022 |
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($) |
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($) |
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Fair value, at the beginning of the year |
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Additions for the year |
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Disposals for the year |
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( |
) |
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( |
) |
Fair value adjustment due to foreign exchange rate change for the year |
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( |
) |
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Fair value adjustment due to share price change for the year |
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( |
) |
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Fair value, at the end of the year |
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As at April 30, 2023, the fair value of the Company's investment in Yellow Cake plc ("Yellow Cake") and Queen's Road Capital Investment Ltd. ("QRC") is $
Pursuant to an agreement between Yellow Cake and the Company, Yellow Cake granted the Company an option to acquire at market between US$
The ordinary shares of Yellow Cake and common shares of QRC are listed on the Alternative Investment Market of the London Stock Exchange and the TSX, respectively. During the year ended April 30, 2023, the Company sold a portion of its shares in Yellow Cake and all of its shares in Sprott Physical Uranium Trust for proceeds of $
The ordinary shares of Yellow Cake are pledged as a security for the margin loan (Note 9).
10
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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As at April 30, 2023, the Company holds
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Royalties |
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Royalty Options |
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Total |
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($) |
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($) |
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($) |
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Balance, as at April 30, 2021 |
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Additions |
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Foreign currency translation |
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- |
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Write-off |
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- |
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) |
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) |
Balance, as at April 30, 2022 |
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Additions |
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Depletion |
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- |
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( |
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Foreign currency translation |
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- |
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Balance, as at April 30, 2023 |
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- |
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Cost |
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Accumulated Depletion |
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Carrying Amount |
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April 30, 2022 |
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Additions |
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Foreign Currency Translation |
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April 30, 2023 |
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April 30, 2022 |
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Depletion |
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April 30, 2023 |
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April 30, 2023 |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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($) |
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Anderson project |
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- |
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Church Rock project |
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- |
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Cigar Lake project |
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Dawn Lake project |
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- |
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Dewey-Burdock project |
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Energy Queen project |
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Lance project |
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Langer Heinrich project |
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McArthur River project |
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Michelin project |
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- |
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Reno Creek project |
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Roca Honda project |
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Roughrider project |
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San Rafael project |
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Slick Rock project |
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Whirlwind project |
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Workman Creek project |
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- |
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( |
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( |
) |
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During the year ended April 30, 2023, the Company acquired:
The Company's royalties are detailed below:
Anderson, Slick Rock and Workman Creek Projects
The Company holds a one percent (
11
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
Church Rock and Roca Honda Projects
The Company holds a
Dewey-Burdock Project
The Company holds a
Lance Project
The Company holds a
Langer Heinrich Project
The Company holds a production royalty of Australian $
Michelin Project
The Company holds a
Reno Creek Project
The Company holds a
Roughrider Project
The Company holds a
Energy Queen, San Rafael and Whirlwind Projects
The Company holds a
Cigar Lake, McArthur River and Dawn Lake Projects
The Company holds (i) a
In November 2022, the Company notified Orano of its election to receive royalty proceeds from the re-started McArthur River mine through delivery of physical uranium. As a result, the Company recorded a depletion of $
The royalty on the Dawn Lake project was previously subject to an option held by the Company. During the year ended April 30, 2023, the Company completed the acquisition of the royalty on the Dawn Lake project through the acquisition of RM, the holder of the royalty. The Company holds a
12
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Cigar Lake, McArthur River and Dawn Lake Projects (continued)
The sliding scale NPI royalty percentage will decrease to
8. Government Loan Payable
On April 23, 2020, the Company received a loan of $
9. Margin Loan Payable
On May 7, 2021, as amended and restated on January 17, 2023, the Company established a margin loan facility for a maximum amount of approximately $
The Facility was secured by a pledge of all the shares of Yellow Cake held by the Company (Note 5). The Facility matured on
During the year ended April 30, 2023, the Company partially repaid $
The following outlines the movement of the margin loan during the year ended at April 30, 2023:
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US$'000 |
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$ |
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Draw-down |
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Less: transaction costs and fees |
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( |
) |
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( |
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Interest expense |
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Interest paid |
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( |
) |
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( |
) |
Unrealized foreign exchange loss |
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— |
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Balance, as at April 30, 2022 |
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Draw-down |
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Less: principal payment |
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( |
) |
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( |
) |
Interest expense |
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Interest paid |
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( |
) |
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( |
) |
Unrealized foreign exchange loss |
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— |
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Balance, as at April 30, 2023 |
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13
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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10.1 Common Shares
The authorized share capital of the Company is comprised of an unlimited number of common shares and an unlimited number of preferred shares issuable in series without par value.
At-the-Market Equity Program
On August 18, 2021, the Company entered into an equity distribution agreement (the "2021 Distribution Agreement") with a syndicate of agents led by BMO Nesbitt Burns Inc., and including BMO Capital Markets Corp., H.C. Wainwright & Co. LLC, Canaccord Genuity Corp., Canaccord Genuity LLC, Paradigm Capital Inc., TD Securities Inc. and TD Securities (USA) LLC (collectively, the "Agents"), for an at-the-market equity program (the "ATM Program").
The 2021 Distribution Agreement allowed the Company to distribute up to US$
On September 1, 2022, the Company renewed its ATM Program that allows the Company to distribute up to US$
During the year ended April 30, 2023, the Company issued
10.2 Reserves
Common Share Purchase Warrants and Options
The following outlines the movements of the Company's warrants and options:
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Warrants |
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Share Options |
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Total |
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($) |
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($) |
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($) |
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Balance, as at April 30, 2021 |
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— |
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Common shares issued upon exercise of warrants |
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( |
) |
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— |
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( |
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Common shares issued upon exercise of options |
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— |
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( |
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( |
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Share-based compensation |
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— |
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Balance, as at April 30, 2022 |
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Common shares issued upon exercise of warrants |
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( |
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— |
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( |
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Common shares issued upon exercise of options |
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— |
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( |
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( |
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Share-based compensation |
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— |
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Balance, as at April 30, 2023 |
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During the year ended April 30, 2023,
As at April 30, 2023, there are
14
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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10.2 Reserves (continued)
Share Options
The following outlines movements of the Company's share options:
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Number of |
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Weighted Average |
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Balance at April 30, 2022 |
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Granted |
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Forfeited |
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Exercised |
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( |
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Balance at April 30, 2023 |
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On May 13, 2022, the Company granted
On June 20, 2022 and July 7, 2022, the Company granted
On September 9, 2022 and October 24, 2022, the Company granted
The weighted average fair value of the share options granted was $
Risk-free interest rate |
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% |
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Expected life (years) |
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Expected volatility |
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% |
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Expected dividend yield |
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Estimated forfeiture rate |
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% |
As there is insufficient trading history of the Company's common shares prior to the date of grant, the expected volatility is based on the historical share price volatility of a group of comparable companies in the sector in which the Company operates over a period similar to the expected life of the share options.
15
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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10.2 Reserves (continued)
A summary of share options outstanding and exercisable at April 30, 2023, are as follows:
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Options Outstanding |
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Options Exercisable |
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Exercise Price |
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Number of Options |
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Weighted Average Exercise Price |
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Weighted Average Remaining Contractual Life |
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Number of Options Exercisable |
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Weighted Average Exercise Price |
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Weighted Average Remaining Contractual Life |
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$ |
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$ |
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The amount of share-based compensation expense recognized by the Company during the year ended April 30, 2023 was $
10.3 Long Term Incentive Plan
The Company has adopted the long term incentive plan (the "LTIP") which provides that the Board of Directors may, from time to time, in its discretion, grant awards of restricted share units, performance share units, deferred share units, options and stock appreciation rights to directors, key employees and consultants. The LTIP is available to directors, key employees and consultants of the Company, as determined by the Board of Directors. The aggregate number of common shares issuable under the LTIP in respect of awards shall not exceed
So long as it may be required by the rules and policies of the Exchange: (a)
The number of options to be granted, the exercise price(s) and the time(s) at which an option may be exercised shall be determined by the Board, in its sole discretion, provided that the exercise price of options shall not be lower than the exercise price permitted by the Exchange, and further provided that the term of any option shall not exceed ten years. So long as it may be required by the rules and policies of the Exchange: (a) options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares in any twelve-month period to any one consultant or to persons conducting investor relations activities; and (b) the grant value of common shares issued or reserved for issuance pursuant to options granted under the LTIP to any one non-executive director (excluding the Chair of the Board, if any) plus the number of common shares that are reserved at that time for issue or are issuable to such non-executive director pursuant to any other security-based compensation agreement shall not exceed $
16
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
11. Capital Risk Management
The Company's objectives are to safeguard the Company's ability to continue as a going concern in order to support the Company's normal operating requirements and future acquisitions of royalties and streams, and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, debt, acquire or dispose of assets or adjust the amount of cash.
At April 30, 2023, the Company's capital structure consists of the equity of the Company (Note 10), government loan payable (Note 8) and margin loan payable (Note 9). The Company is not subject to any externally imposed capital requirements. In order to maximize ongoing development efforts, the Company does not pay dividends.
12. Financial Instruments
At April 30, 2023, the Company's financial assets include cash, restricted cash and short-term investments. The Company's financial liabilities include accounts payable and accrued liabilities, government loan, and margin loan. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:
The Company's cash, restricted cash, accounts payable and accrued liabilities and government loan approximate fair value due to their short terms to settlement. The Company's margin loan is measured at amortized cost and classified as level 2 within the fair value hierarchy. The fair value of the margin loan approximates their carrying values as their interest rates are comparable to current market rate risks. The fair value of short-term investments, which are classified as level 1 within the fair value hierarchy, is determined by obtaining the quoted market price of the short-term investment and multiplying it by foreign exchange rate, if applicable, and the quantity of shares held by the Company.
12.1 Financial risk management objectives and policies
The financial risk arising from the Company's operations are credit risk, liquidity risk, commodity price risk, interest rate risk, currency risk and other price risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with these financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
12.2 Credit risk
Credit risk is the risk of an unexpected loss if a customer or third-party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances. The Company holds cash with a Canadian chartered financial institution of which the majority of its bank balances is uninsured as at April 30, 2023. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and restricted cash balance.
17
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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12. Financial Instruments (continued)
12.3 Liquidity risk
Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company believes that, taking into account its current cash reserves and other liquid assets, it has sufficient working capital for its present obligations for at least the next twelve months commencing from April 30, 2023. The Company's working capital (current assets less current liabilities) as at April 30, 2023 was $
12.4 Commodity price risk
The Company's future profitability will be dependent on the royalty income to be received from mine operators. Royalties are based on a percentage of the minerals or the products produced, or revenue or profits generated from the property which is typically dependent on the prices of the minerals the property operators are able to realize. Mineral prices are affected by numerous factors such as interest rates, exchange rates, inflation or deflation and global and regional supply and demand.
12.5 Interest rate risk
The Company's exposure to interest rate risk arises from the impact of interest rates on its cash and margin loan, which bear interest at fixed or variable rates. The interest rate risk on the Company's cash balance is minimal. The Company's margin loan bears a floating interest rate and an increase (decrease) of
12.6 Currency risk
Financial instruments that impact the Company's net loss or other comprehensive income due to currency fluctuations include short-term investments denominated in UK pounds sterling and cash and margin loan denominated in U.S. dollars. The impact of a Canadian dollar change against UK pounds sterling on short-term investments by
12.7 Other price risk
The Company is exposed to equity price risk as a result of holding investments in other mining companies. The Company does not actively trade these investments. The equity prices of these investments are impacted by various underlying factors including commodity prices. Based on the Company's short-term investments held as at April 30, 2023, a
18
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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13. Income Tax
The Company had no assessable profit for the years ended April 30, 2023 and 2022. A reconciliation of the provision for income taxes computed at the combined Canadian federal and provincial statutory rate to the provision for income taxes as shown in the consolidated statements of loss for the years ended April 30, 2023 and 2022 is as follows:
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For the year ended |
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2023 |
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2022 |
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Net loss before tax for the year |
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Statutory rate |
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% |
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% |
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Recovery of income taxes at statutory rates |
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Non-deductible permanent differences and other |
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( |
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( |
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Change in unrecognized deferred income tax assets |
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( |
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Tax recovery for the year |
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The significant component of the Company's deferred tax assets and liabilities recognized are as follows:
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As at April 30, 2023 |
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As at April 30, 2022 |
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Deferred tax liabilities: |
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Excess of accounting value of short-term investments over tax value |
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( |
) |
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( |
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Other deferred tax liabilities |
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( |
) |
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Deferred tax assets: |
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Non-capital losses carry-forward |
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The temporary differences for which deferred income tax assets are not recognized are as follows:
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As at April 30, 2023 |
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As at April 30, 2022 |
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Non-capital loss carry-forward |
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Financing costs |
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Other deferred tax assets |
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Unrecognized deferred income tax assets |
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The deferred tax assets have not been recognized in the consolidated financial statements, as management does not consider it more likely than not that those assets will be realized in the near future. Prior years' unrecognized deferred income tax assets true-ups have been netted against current year change in unrecognized deferred income tax assets. The Company has non-capital losses which may be carried-forward to reduce taxable income in future years. The non-capital losses of $
14. Related Party Transactions
14.1 Related Party Transactions
Related party transactions are based on the amounts agreed to by the parties. During the years ended April 30, 2023 and 2022, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties.
19
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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14. Related Party Transactions (continued)
14.2 Transactions with Key Management Personnel
Key management personnel are persons responsible for planning, directing and controlling the activities of an entity. The remuneration of directors and key management, for the years ended April 30, 2023 and 2022, comprised of:
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For the year ended April 30, |
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2023 |
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2022 |
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($) |
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($) |
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Management salaries |
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Directors' fees |
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Share-based compensation |
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Total |
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15. Operating Segments
The Company conducts its business as a single operating segment, being the acquiring and assembling a portfolio of royalties, investing in companies with exposure to uranium and trading of physical uranium. Except for the short-term investments in Yellow Cake which is listed on the London Stock Exchange in the United Kingdom, the royalties on uranium projects located in the United States and Namibia, substantially all of the Company's assets and liabilities are held within Canada.
The Company has only
16. Commitments
On November 17, 2021, the Company entered into agreements with CGN Global Uranium Ltd ("CGN"), pursuant to which the Company agreed to purchase an aggregate
17. Subsequent Events
Other than as disclosed elsewhere in these consolidated financial statements, the following material events occurred subsequent to April 30, 2023:
In May 2023, the Company entered into a
On May 29, 2023, the Company purchased
20