Exhibit 99.3

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2025 AND 2024
Exhibit 99.3

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2025 AND 2024

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 (the Company) as of April 30, 2025 and 2024, and the related consolidated statements of income (loss) and comprehensive income (loss), of changes in equity and of 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, 2025 and 2024, and its financial performance and its cash flows for the years then ended in conformity with IFRS Accounting 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 audits 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 16, 2025 |
We have served as the Company’s auditor since 2020, which includes periods before the Company became subject to SEC reporting requirements.
PricewaterhouseCoopers LLP
PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com
“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, 2025 |
As at April 30, 2024 |
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Notes |
($) |
($) |
Assets |
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Current Assets |
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Cash |
4 |
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Restricted cash |
4 |
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Accounts receivable |
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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 assets |
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Royalties |
7 |
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Total Assets |
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Liabilities |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Other payables |
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Current portion of lease liability |
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Non-current Liability |
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Non-current portion of lease liability |
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Total Liabilities |
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Equity |
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Issued capital |
8 |
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Reserves |
8 |
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Retained earnings |
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Accumulated other comprehensive income |
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Total Liabilities and Equity |
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Commitments (Note 15)
Subsequent events (Note 16)
Approved by the Board of Directors:
/s/ Ken Robertson |
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/s/Neil Gregson |
Ken Robertson Director |
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Neil Gregson Director |
The accompanying notes are an integral part of these consolidated financial statements
1
Uranium Royalty Corp. Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (Expressed in thousands of Canadian dollars unless otherwise stated) |
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Notes |
For the year ended |
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2025 |
2024 |
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($) |
($) |
Revenue |
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Sales of uranium inventory |
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Royalty revenue |
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Cost of sales |
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Cost of uranium inventory |
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( |
( |
Depletion |
7 |
( |
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Gross profit |
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Expenses |
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Salaries and directors' fees |
13 |
( |
( |
Office and administration |
9 |
( |
( |
Professional fees and insurance |
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( |
( |
Transfer agent and regulatory fees |
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( |
( |
Share-based compensation |
8 |
( |
( |
Operating income (loss) for the year |
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( |
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Other items |
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Other income |
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Finance cost |
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( |
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Interest expense |
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( |
( |
Interest income |
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Net foreign exchange loss |
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( |
( |
Income (loss) before taxes |
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( |
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Deferred income tax recovery (expense) |
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( |
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Net income (loss) for the year |
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( |
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Other comprehensive income (loss) |
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Items that will not subsequently be re-classified to net income (loss): |
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Gain (loss) on revaluation of short-term investments |
5 |
( |
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Deferred tax recovery (expense) on short-term investments |
5 |
( |
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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 (loss) for the year |
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( |
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Total comprehensive income (loss) for the year |
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( |
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Net income (loss) per share |
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Basic earnings (loss) per share |
8 |
( |
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Diluted earnings (loss) per share |
8 |
( |
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Weighted average number of shares outstanding |
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Basic |
8 |
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Diluted |
8 |
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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 |
Issued |
Reserves |
Retained Earnings/ |
Accumulated |
Total |
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Notes |
Shares |
($) |
($) |
($) |
($) |
($) |
Balance at April 30, 2023 |
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( |
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Common shares issued upon exercise of warrants |
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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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Underwriters' fees and issuance costs |
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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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Agents' fees and issuance costs |
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— |
( |
— |
— |
— |
( |
Transfer of other comprehensive income to retained earnings upon disposal of short-term investments |
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— |
— |
— |
( |
— |
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Share-based compensation |
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— |
— |
— |
— |
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Net income for the year |
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— |
— |
— |
— |
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Total other comprehensive income |
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— |
— |
— |
— |
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Balance at April 30, 2024 |
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Common shares issued upon exercise of warrants |
8 |
( |
— |
— |
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Common shares issued upon exercise of options |
8 |
( |
— |
— |
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Transfer of unexercised expired warrants to retained earnings |
8 |
— |
— |
( |
— |
— |
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Share-based compensation |
8 |
— |
— |
— |
— |
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Net loss for the year |
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— |
— |
— |
( |
— |
( |
Total other comprehensive loss |
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— |
— |
— |
— |
( |
( |
Balance at April 30, 2025 |
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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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2025 |
2024 |
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($) |
($) |
Operating activities |
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Net income (loss) before tax for the year |
( |
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Adjustments for: |
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Depreciation |
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Depletion |
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Interest expense |
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Finance cost |
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Interest income |
( |
( |
Other income |
( |
( |
Share-based compensation |
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Net foreign exchange loss |
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Others |
( |
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Net changes in non-cash working capital items: |
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Accounts receivable |
( |
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Inventories |
( |
( |
Prepaids and other receivables |
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Accounts payable and accrued liabilities |
( |
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Other payables |
( |
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Cash used in operating activities |
( |
( |
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Investing activities |
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Investment in royalties |
( |
( |
Investment in short-term investments |
( |
( |
Net proceeds from sale of short-term investments |
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Interest received |
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Cash generated from (used in) investing activities |
( |
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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 warrants and options |
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Proceeds from finance payable |
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Repayment of finance payable |
( |
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Net repayment of margin loan |
( |
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Repayment of government loan |
( |
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Payment of lease liability |
( |
( |
Interest and fees paid |
( |
( |
Cash generated from financing activities |
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Effect of exchange rate changes on cash |
( |
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Net increase (decrease) in cash |
( |
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Cash |
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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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1. Corporate Information
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 physical uranium. The Company also engages in the purchase and sale of physical uranium from time to time. 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 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2, Canada.
The Company is listed on the Toronto Stock Exchange (the "TSX"). The Company's common shares are listed on the TSX under the symbol "URC". The Company's common shares are traded on the NASDAQ Capital Market under the symbol "UROY".
2. Basis of Preparation
2.1 Statement of compliance
The Company's consolidated financial statements have been prepared in accordance with IFRS Accounting 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 16, 2025.
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 (loss).
5
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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3. Material Accounting Policies
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 income (loss). Foreign operations are translated into Canadian dollars using period end exchange rates as to assets and liabilities and average exchange rates as to income and expenses. All resulting exchange differences are recognized in other comprehensive income (loss).
Royalties
All direct costs related to the acquisition of royalties 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 income (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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3. Material Accounting Policies (continued)
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 these 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 income (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 and Cash Equivalents
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.
Accounts Receivable
Accounts receivable relate to amounts owing from sales under spot pricing contracts for sales of purchased uranium concentrates and amounts owing from royalty interests. These receivables are non-interest bearing and are recognized at fair value. Accounts receivables recorded are net of lifetime expected credit losses.
7
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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3. Material Accounting Policies (continued)
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, accounts receivable, short-term investments, accounts payable and accrued liabilities.
All financial instruments are initially recorded at fair value and designated as follows:
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.
Revenue Recognition
Revenue is comprised of revenue from the sale of uranium inventory from contracts with customers and revenue earned from royalty interests.
The Company recognizes revenue from the sale of uranium inventory 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.
For royalty interests, revenue recognition occurs when control of the relevant commodity is transferred to the end customer by the operator of the royalty property. Revenue is measured at the fair value of the consideration received or receivable when management can reliably estimate the amount, pursuant to the terms of the royalty agreement. In some instances, the Company will not have access to sufficient information to make a reasonable estimate of consideration to which it expects to be entitled and, accordingly, revenue recognition is deferred until management can make a reasonable estimate. Differences between estimates and actual amounts are adjusted and recorded in the period that the actual amounts are known.
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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3. Material Accounting Policies (continued)
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.
Earnings (loss) per share
Basic earnings (loss) per share includes no potential dilution and is computed by dividing the net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated assuming that outstanding share options and share purchase warrants, with an average market price that exceeds the average exercise prices of the options and warrants for the period, are exercised and the proceeds are used to repurchase shares of the Company at the average market price
of the common shares for the period. The basic and diluted loss per share are the same as the inclusion of the potential common shares would have an anti-dilutive effect.
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 in accordance with IFRS 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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3. Material Accounting Policies (continued)
Significant accounting judgments and estimates (continued)
Information about significant sources of estimation uncertainty are described below.
IFRS Pronouncement
The Company adopted the following amendment to IFRS, which was effective for the accounting period beginning on or after May 1, 2024:
Amendments to IAS 1 – Presentation of Financial Statements
The amendments to IAS 1 clarify certain requirements for determining whether a liability should be classified as current or non-current and requires new disclosures for non-current liabilities that are subject to covenants within 12 months after the reporting date. The amendments are effective for annual periods beginning on or after January 1, 2024, and are required to be applied retrospectively. The amendment requires the classification of liabilities as current or non-current depending on the rights existing at the end of the reporting period and clarifies that management's expectations in respect of settlement do not affect classification. Liabilities are classified as noncurrent if the company has a substantive right to defer settlement for at least twelve months at the end of the reporting period. 'Settlement' is defined as the extinguishment of a liability with cash, other economic resources, or an entity's own equity instruments. There is an exception for convertible instruments that might be converted into equity, but only for those instruments where the conversion option is classified as an equity instrument as a separate component of a compound financial instrument. The adoption of these amendments on May 1, 2024 did not have a material impact on the Company's consolidated financial statements.
The following is the amendment to the accounting standard that has been issued but is not mandatory for the current period and has not been early adopted by the Company:
Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
The International Accounting Standards Board has issued classification and measurement and disclosure amendments to IFRS 9 and IFRS 7 which are effective for years beginning on or after January 1, 2026 with earlier application permitted. The amendments clarify the date of recognition and derecognition of some financial assets and liabilities and introduce a new exception for some financial liabilities settled through an electronic payment system. Other changes include a clarification of the requirements when assessing whether a financial asset meets the solely payments of principal and interest criteria and new disclosures for certain instruments with contractual terms that can change cash flows (including instruments where cash flow changes are linked to environmental, social or governance targets). The Company is currently assessing the impact of this amendment on the Company's consolidated financial statements.
IFRS 18, Presentation and Disclosure in Financial Statements
IFRS 18 is a new standard that will provide new presentation and disclosure requirements and which will replace IAS 1, Presentation of Financial Statements. IFRS 18 introduces changes to the structure of the income statement; provides required disclosures in financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements; and provides enhanced principles on aggregation and disaggregation in financial statements. Many other existing principles in IAS 1 have been maintained. IFRS 18 is effective for years beginning on or after January 1, 2027, with earlier application permitted. The Company is currently assessing the impact of this amendment on the Company's consolidated financial statements.
10
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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4. Cash and Restricted Cash
As at April 30, 2025, the Company held cash of $
5. Short-term Investments
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As at April 30, |
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As at April 30, |
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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, 2025, the fair value of the Company's investment in Queen's Road Capital Investment Ltd. ("QRC") is $
During the year ended April 30, 2025, the Company recognized a loss from the change in fair value of short-term investments of $
6. Inventories
As at April 30, 2025, the Company holds
Pursuant to an agreement between Yellow Cake plc ("Yellow Cake") and the Company, Yellow Cake granted the Company an option to acquire at market between US$
11
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
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7. Royalties
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($) |
Balance, as at April 30, 2023 |
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Additions |
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Depletion |
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( |
Foreign currency translation |
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Balance, as at April 30, 2024 |
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Additions |
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Depletion |
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( |
Foreign currency translation |
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Balance, as at April 30, 2025 |
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Cost |
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Accumulated Depletion |
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Carrying Amount |
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April 30, 2024 |
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Additions |
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Foreign Currency Translation |
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April 30, 2025 |
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|
April 30, 2024 |
|
|
Depletion |
|
|
April 30, 2025 |
|
|
April 30, 2025 |
|
||||||||
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||||||
Anderson project |
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— |
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— |
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— |
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— |
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||||
Churchrock project |
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— |
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— |
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— |
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— |
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||||
Cigar Lake project |
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— |
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— |
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— |
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— |
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— |
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|||
Dawn Lake project |
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— |
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— |
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— |
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— |
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— |
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|||
Dewey-Burdock project |
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— |
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— |
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— |
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— |
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||||
Energy Queen project |
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— |
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— |
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— |
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— |
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||||
Lance project |
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— |
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— |
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— |
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— |
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||||
Langer Heinrich project |
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— |
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— |
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— |
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( |
) |
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( |
) |
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|||
McArthur River project |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
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|||
Michelin project |
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— |
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— |
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— |
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— |
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— |
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|||
Millennium and Cree Extension project |
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— |
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— |
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— |
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— |
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— |
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|||
Reno Creek project |
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— |
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— |
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— |
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— |
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— |
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|||
Roca Honda project |
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— |
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— |
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— |
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— |
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— |
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|||
Roughrider, Russell Lake and Russell Lake South projects |
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— |
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— |
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— |
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— |
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— |
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|||
Salamanca project |
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— |
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— |
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— |
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— |
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— |
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|||
San Rafael project |
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— |
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— |
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— |
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— |
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|
||||
Slick Rock project |
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— |
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— |
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— |
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— |
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|
||||
Whirlwind project |
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— |
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— |
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— |
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— |
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— |
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|
|||
Workman Creek project |
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— |
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— |
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— |
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— |
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||||
|
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( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
The Company's royalties are detailed below:
Anderson, Slick Rock and Workman Creek Projects
The Company holds a
12
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
7. Royalties (continued)
Cigar Lake, McArthur River and Dawn Lake Projects
The Company holds (i) a
The Company has elected to receive royalty proceeds from the McArthur River mine through delivery of physical uranium. As a result, the Company recorded a depletion of $
Churchrock Project
During the year ended April 30, 2025, the Company acquired an additional royalty on a portion of the Churchrock uranium project. The royalty is structured as a gross overriding royalty of
Dewey-Burdock Project
The Company holds a
Energy Queen, San Rafael and Whirlwind Projects
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
Millennium and Cree Extension Projects
During the year ended April 30, 2025, the Company acquired a
13
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
7. Royalties (continued)
Reno Creek Project
The Company holds a
Roca Honda Project
The Company holds a
Roughrider, Russell Lake and Russell Lake South Projects
The Company holds a
Salamanca Project
During the year ended April 30, 2025, the Company acquired a
8. Issued Capital
8.1 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 8, 2023, the Company entered into an equity distribution agreement (the "2023 Distribution Agreement") with a syndicate of agents for an at-the-market equity program (the "ATM Program"). The 2023 Distribution Agreement allowed the Company to distribute up to US$
On August 29, 2024, the Company renewed its ATM Program that allows the Company to distribute up to US$
14
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
8. Issued Capital (continued)
8.2 Reserves
Common Share Purchase Warrants and Options
The following outlines the movements of the Company's warrants and share options:
|
|
Warrants |
|
Share Options |
|
Total |
|
|
($) |
|
($) |
|
($) |
Balance, as at April 30, 2023 |
|
|
|
|||
Common shares issued upon exercise of warrants |
|
( |
|
— |
|
( |
Share-based compensation |
|
— |
|
|
||
Balance, as at April 30, 2024 |
|
|
|
|||
Common shares issued upon exercise of warrants |
|
( |
|
— |
|
( |
Transfer of unexercised expired warrants to retained earnings |
|
( |
|
— |
|
( |
Common shares issued upon exercise of options |
|
— |
|
( |
|
( |
Share-based compensation |
|
— |
|
|
||
Balance, as at April 30, 2025 |
|
— |
|
|
During the year ended April 30, 2025,
Share Options
The following outlines movements of the Company's share options:
|
|
Number of |
|
Weighted Average |
Balance at April 30, 2024 |
|
|
||
Granted |
|
|
||
Forfeited |
|
( |
|
|
Exercised |
|
( |
|
|
Balance at April 30, 2025 |
|
|
On October 17, 2024 and October 29, 2024, the Company granted
The weighted average fair value of the share options granted was $
Risk-free interest rate |
|
Expected life (years) |
|
Expected volatility |
|
Expected dividend yield |
|
Estimated forfeiture rate |
15
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
8. Issued Capital (continued)
8.2 Reserves (continued)
Share Options
A summary of share options outstanding and exercisable at April 30, 2025, are as follows:
|
|
Options Outstanding |
|
Options Exercisable |
||||||||
Exercise Price |
|
Number of Options |
|
Weighted Average Exercise Price |
|
Weighted Average Remaining Contractual Life |
|
Number of Options Exercisable |
|
Weighted Average Exercise Price |
|
Weighted Average Remaining Contractual Life |
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
|
|
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|
|||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
||||||
The amount of share-based compensation expense recognized during the year ended April 30, 2025 was $
8.3 Earnings (Loss) Per Share
For the year ended April 30, 2025, the Company's share options were not included in the calculation of diluted loss per share as they were anti-dilutive.
|
|
For the year ended |
|
||||
|
|
2025 |
|
2024 |
|
||
|
|
($) |
|
($) |
|
||
Net income (loss) for the year |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Basic weighted average number of shares |
|
|
|
|
|
||
Basic earnings (loss) per share |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Effect of dilutive securities |
|
|
|
|
|
||
Warrants |
|
|
— |
|
|
|
|
Stock options |
|
|
— |
|
|
|
|
Diluted weighted average number of common shares |
|
|
|
|
|
||
Diluted earnings (loss) per share |
|
|
( |
) |
|
|
|
8.4 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
16
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
8. Issued Capital (continued)
8.4 Long Term Incentive Plan (continued)
The total number of common shares issuable to any participant under the LTIP, at any time, together with common shares reserved for issuance to such participant under any other security-based compensation arrangements of the Company, shall not exceed
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 closing price of the common shares on the last trading day immediately prior to the date of grant, and further provided that the term of any option shall not exceed ten years. 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 $
9. Office and Administration Expenses
The following outlines the amounts included in office and administration expenses:
|
For the year ended |
|
||||
|
2025 |
|
2024 |
|
||
|
($) |
|
($) |
|
||
Corporate administrative costs |
|
|
|
|
||
Investor communications and marketing expenses |
|
|
|
|
||
Uranium storage fees |
|
|
|
|
||
Total |
|
|
|
|
||
10. 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, 2025, the Company's capital structure consists of the equity of the Company (Note 8). The Company is not subject to any externally imposed capital requirements. In order to maximize ongoing development efforts, the Company does not pay dividends.
17
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
11. Financial Instruments
At April 30, 2025, the Company's financial assets include cash, restricted cash, accounts receivable and short-term investments. The Company's financial liabilities include accounts payable and accrued liabilities and lease liability. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:
The Company's cash, restricted cash, accounts receivable and accounts payable and accrued liabilities approximate fair value due to their short terms to settlement. 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. Lease liability is measured at amortized cost. The fair value of the lease liability approximates its carrying value as its interest rate is comparable to current market rates.
11.1 Financial risk management objectives and policies
The financial risk arising from the Company's operations are credit risk, liquidity risk, commodity price 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.
11.2 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 and accounts receivable. The Company holds cash with Canadian chartered financial institutions of which the majority of its bank balances is uninsured as at April 30, 2025. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash, restricted cash balance and accounts receivable. In order to mitigate its exposure to credit risk, the Company monitors its financial assets and maintains its cash deposits in several Schedule I chartered banks in Canada. For accounts receivable, the Company applies the simplified approach to determining expected credit losses, which requires expected lifetime losses to be recognized upon initial recognition of the receivable. The expected lifetime credit loss provision for accounts receivable is based on the credit exposure and the financial health of the counterparties and adjusted for relevant forward-looking information, as required. The lifetime expected credit loss allowance for accounts receivable is nominal as at April 30, 2025.
11.3 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, 2025. The Company's working capital (current assets less current liabilities) as at April 30, 2025 was $
11.4 Commodity price risk
The recoverability of the Company's physical uranium inventories is subject to changes in uranium prices. In addition, 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.
18
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
11. Financial Instruments (continued)
11.5 Currency risk
Financial instruments that impact the Company's net income due to currency fluctuations include cash denominated in U.S. dollars. The impact of a Canadian dollar change against U.S. dollars on cash by
11.6 Other price risk
The Company is exposed to equity price risk as a result of investing in other mining companies. 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, 2025, a
12. Income Tax
A reconciliation of the provision for income taxes computed at the combined Canadian federal and provincial statutory rates to the provision for income taxes as shown in the consolidated statements of loss for the years ended April 30, 2025 and 2024 is as follows:
|
|
For the year ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Net income (loss) before tax for the year |
|
|
( |
) |
|
|
|
|
Statutory rates |
|
|
% |
|
|
% |
||
Income tax at statutory rates |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Reconciling items: |
|
|
|
|
|
|
||
Non-deductible permanent differences and other |
|
|
|
|
|
|
||
Change in unrecognized deferred income tax assets |
|
|
|
|
|
( |
) |
|
Tax expense (recovery) for the year |
|
|
|
|
|
( |
) |
|
The significant component of the Company's deferred tax assets and liabilities recognized are as follows:
|
|
As at April 30, 2025 |
|
|
As at April 30, 2024 |
|
||
Deferred tax liabilities: |
|
|
|
|
|
|
||
Excess of accounting value of short-term investments over tax value |
|
|
|
|
|
( |
) |
|
Excess of accounting value of royalties over tax value |
|
|
( |
) |
|
|
( |
) |
Other deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Non-capital losses carry-forward |
|
|
|
|
|
|
||
Financing costs |
|
|
|
|
|
|
||
Deferred income tax liabilities, net |
|
|
|
|
|
|
||
19
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
12. Income Tax (continued)
The temporary differences for which deferred income tax assets are not recognized are as follows:
|
|
As at April 30, 2025 |
|
|
As at April 30, 2024 |
|
||
Non-capital loss carry-forward |
|
|
|
|
|
|
||
Financing costs |
|
|
|
|
|
|
||
Other deferred tax assets |
|
|
|
|
|
|
||
Unrecognized deferred income tax assets |
|
|
|
|
|
|
||
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.The Company has non-capital losses which may be carried-forward to reduce taxable income in future years. The non-capital losses of $
13. Related Party Transactions
13.1 Related Party Transactions
Related party transactions are based on the amounts agreed to by the parties. During the years ended April 30, 2025 the Company incurred $
13.2 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, 2025 and 2024, comprised of:
|
|
For the year ended April 30, |
||
|
|
2025 |
|
2024 |
|
|
($) |
|
($) |
Management salaries |
|
|
||
Directors’ fees |
|
|
||
Share-based compensation |
|
|
||
Total |
|
|
||
14. 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 physical uranium. The Company also engages in the purchase and sale of physical uranium from time to time.
14.1 Sales of Uranium Inventory
Sales of uranium inventory for the year ended April 30, 2025 and 2024 were all generated in Canada.
20
Uranium Royalty Corp. Notes to Consolidated Financial Statements (Expressed in thousands of Canadian dollars unless otherwise stated) |
|
14. Operating Segments (continued)
14.2 Major Customers
Revenue from sales of uranium inventory from major customers for the year ended April 30, 2025 and 2024 are summarized as follows:
|
|
For the year ended April 30, |
||
|
|
2025 |
|
2024 |
|
|
($) |
|
($) |
Customer A |
|
|
— |
|
Customer B |
|
— |
|
|
Customer C |
|
— |
|
|
Customer D |
|
— |
|
|
Customer E |
|
|
— |
|
Total |
|
|
||
14.3 Non-current assets by geographical region
Except for the royalties on uranium projects located in the USA, Namibia and Spain, substantially all of the Company's assets and liabilities are held within Canada.
Non-current assets by geographical region as of: |
|
As at April 30, 2025 |
|
As at April 30, 2024 |
Canada |
|
|
||
Namibia |
|
|
||
Spain |
|
|
— |
|
USA |
|
|
||
|
|
|
15. Commitments
On November 17, 2021, as amended on June 11, 2024 and further on April 10, 2025, the Company entered into agreements with CGN Global Uranium Ltd ("CGN"), pursuant to which the Company agreed to purchase an aggregate
16. Subsequent Events
Other than as disclosed elsewhere in these consolidated financial statements, the following events occurred subsequent to April 30, 2025:
On June 4, 2025, pursuant to a royalty agreement dated May 27, 2025, the Company acquired a
The Company sold
On June 20, 2025 the Company acquired
21