EX-99.2 3 ex99-2.htm

 

Exhibit 99.2

 

URANIUM ROYALTY CORP.

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2022

 

 

 

 

Uranium Royalty Corp.
Condensed Interim Consolidated Statements of Financial Position  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  
   

 

     As at January 31, 2022   As at April 30, 2021 
   Notes  ($)   ($) 
Assets             
Current Assets             
Cash  3   6,823    7,214 
Restricted cash  3   690    669 
Short-term investments  4   38,192    30,045 
Inventories  5   67,558    12,398 
Prepaids and other receivables      1,858    280 
       115,121    50,606 
Non-current Assets             
Royalties and royalty options  6   42,268    25,577 
       42,268    25,577 
              
       157,389    76,183 
              
Liabilities             
Current Liabilities             
Accounts payable and accrued liabilities      612    507 
       612    507 
Non-current Liabilities             
Government loan payable  7   40    40 
Margin loan payable  8   12,631    - 
       12,671    40 
              
       13,283    547 
              
Equity             
Issued Capital  9   138,509    72,985 
Reserves  9   5,477    6,352 
Accumulated deficit      (11,539)   (7,886)
Accumulated other comprehensive income      11,659    4,185 
       144,106    75,636 
       157,389    76,183 

 

Commitments (Note 13)

Subsequent events (Note 14)

 

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 condensed interim consolidated financial statements

 

1

 

 

Uranium Royalty Corp.
Condensed Interim Consolidated Statements of Loss and Other Comprehensive Income (Loss)  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  
   

 

      For the three months ended
January 31,
   For the nine months ended
January 31,
 
   Notes  2022 ($)   2021 ($)   2022 ($)   2021($) 
Expenses                   
Consulting fees      33    48    113    165 
Management and directors’ fees      106    106    356    269 
Salaries, wages and benefits      37    20    125    58 
Uranium storage fee      63    5    108    15 
Investor communications and marketing expenses      305    -    835    6 
Office and technology expenses      50    10    88    54 
Transfer agent and regulatory fees      93    23    364    63 
Insurance fees      121    22    370    58 
Professional fees      146    15    684    116 
Share-based compensation      224    -    1,127    - 
Operating loss      (1,178)   (249)   (4,170)   (804)
                        
Other items                       
Interest expense      (169)   -    (468)   - 
Interest income      1    15    36    52 
Gain on sale of marketable securities      -    -    126    - 
Write-off of royalty option      (125)   -    (125)   - 
Net foreign exchange loss      (48)   (102)   (152)   (228)
Loss before taxes      (1,519)   (336)   (4,753)   (980)
Deferred income tax recovery (expense)      (480)   331    1,100    (47)
Net loss for the period      (1,999)   (5)   (3,653)   (1,027)
                        
Other comprehensive income (loss)                       
Items that will not subsequently be re-classified to net income:                       
Unrealized gain (loss) on revaluation of short-term investments  4   (3,556)   4,303    8,147    (349)
Deferred income tax recovery (expense) on short-term investments  4   480    (331)   (1,100)   47 
Item that may subsequently be re-classified to net income:                       
Foreign currency translation differences      324    (552)   427    (1,184)
Total other comprehensive income (loss) for the period      (2,752)   3,420    7,474    (1,486)
                        
Total comprehensive income (loss) for the period      (4,751)   3,415    3,821    (2,513)
                        
Net loss per share, basic and diluted      (0.02)   (0.00)   (0.04)   (0.01)
                        
Weighted average number of shares, outstanding, basic and diluted      92,222,450    71,835,238    86,362,164    71,835,238 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

 

2

 

 

Uranium Royalty Corp.
Condensed Interim Consolidated Statements of Changes in Equity  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  
   

 

     Number of Common    Issued Capital   Reserves   Accumulated Deficit   Accumulated Other Comprehensive Income   Total 
   Notes  Shares   ($)   ($)   ($)   ($)   ($) 
Balance at April 30, 2020      71,835,238    66,846    7,076    (6,844)   3,135    70,213 
Net loss for the period      -    -    -    (1,027)   -    (1,027)
Transfer of gain on disposal of short-term investments at fair value through other comprehensive income to accumulated deficit      -    -    -    49    (49)   - 
Total other comprehensive loss      -    -    -    -    (1,486)   (1,486)
Balance at January 31, 2021      71,835,238    66,846    7,076    (7,822)   1,600    67,700 
Common shares issued upon exercise of warrants      2,769,293    6,139    (724)   -    -    5,415 
Transfer of gain on disposal of short-term investments at fair value through other comprehensive income to accumulated deficit      -    -    -    285    (285)   - 
Net loss for the period      -    -    -    (349)   -    (349)
Total other comprehensive income      -    -    -    -    2,870    2,870 
Balance at April 30, 2021      74,604,531    72,985    6,352    (7,886)   4,185    75,636 
Common shares issued upon exercise of warrants      7,445,251    16,668    (1,897)   -    -    14,771 
Common shares issued upon exercise of options      80,000    384    (105)   -    -    279 
Common shares issued to acquire royalties  6   970,017    4,113    -    -    -    4,113 
Public offering:                                 
Common shares issued for cash  9   6,100,000    25,010    -    -    -    25,010 
Underwriters’ fees and issuance costs  9   -    (1,646)   -    -    -    (1,646)
At-the-Market offering:                                 
Common shares issued for cash  9   3,656,855    21,533    -    -    -    21,533 
Agents’ fees and issuance costs  9   -    (538)   -    -    -    (538)
Share-based compensation  9   -    -    1,127    -    -    1,127 
Net loss for the period      -    -    -    (3,653)   -    (3,653)
Total other comprehensive income      -    -    -    -    7,474    7,474 
Balance at January 31, 2022      92,856,654    138,509    5,477    (11,539)   11,659    144,106 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

 

3

 

 

Uranium Royalty Corp.
Condensed Interim Consolidated Statements of Cash Flows  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  
   

 

   For the nine months ended January 31, 
   2022   2021 
    ($)     ($) 
Operating activities          
Net loss before tax for the period   (4,753)   (980)
Adjustments for:          
Interest expense   468    - 
Interest income   (36)   (52)
Gain on sale of marketable securities   (126)   - 
Share-based compensation   1,127    - 
Write-off of royalty option   125    - 
Net foreign exchange loss   197    234 
Net changes in non-cash working capital items:          
Inventories   (55,138)   - 
Prepaids and other receivables   (1,683)   192 
Accounts payable and accrued liabilities   (23)   (88)
Cash used in operating activities   (59,842)   (694)
           
Investing activities          
Investment in royalties and royalty options   (12,186)   - 
Interest received   36    55 
Net proceeds from sale of marketable securities   126    684 
Investment in short-term investments   -    (727)
Cash generated from (used in) investing activities   (12,024)   12 
           
Financing activities          
Proceeds from public offering, net of underwriters’ fees and issuance costs   23,384    - 
Proceeds from At-the-Market offering, net of agents’ fees and issuance costs   20,994    - 
Proceeds from common shares issued upon exercise of options and warrants   15,044    - 
Net proceeds from margin loan payable   12,415    - 
Interest and fees paid   (362)   - 
Cash generated from financing activities   71,475    - 
           
Effect of exchange rate changes on cash and cash equivalents   -    (176)
           
Net increase (decrease) in cash and cash equivalents   (391)   (858)
Cash and cash equivalents          
Beginning of period   7,214    11,837 
End of period   6,823    10,979 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements

 

4

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

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 and investing in companies with direct exposure to 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 located at 1030 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 2Y3, Canada.

 

The Company’s common shares and its common share purchase warrants, each of which is exercisable into one common share at an exercise price of $2.00 per share until December 6, 2024 (the “Listed Warrants”), are listed on the TSX Venture Exchange (the “TSX-V”) under the symbols “URC” and “URC.WT”, respectively. The Company’s common shares are listed on the NASDAQ Capital Market under the symbol “UROY”.

 

2. Basis of Preparation

 

2.1 Statement of compliance

 

The Company’s condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, applicable to the preparation of interim financial statements including International Accounting Standard 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended April 30, 2021.

 

These condensed interim consolidated financial statements were authorized for issue by the Company’s board of directors on March 16, 2022.

 

2.2 Basis of presentation

 

The Company’s condensed interim 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 condensed interim consolidated financial statements are presented in Canadian dollars (“$” or “dollars”) which is also the functional currency of URC. All values are rounded to the nearest thousand except where otherwise indicated.

 

The accounting policies applied in the preparation of these condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company’s annual consolidated financial statements for the year ended April 30, 2021. The Company’s interim results are not necessarily indicative of its results for a full year.

 

2.3 Basis of consolidation

 

The condensed interim consolidated financial statements include the financial statements of Uranium Royalty Corp. and Uranium Royalty (USA) Corp., a wholly owned subsidiary of the Company. 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 Uranium Royalty (USA) Corp. are prepared for the same reporting period as the parent company, using consistent accounting policies. The functional currency of Uranium Royalty (USA) Corp. 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 Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

3. Cash and Restricted Cash

 

  

As at January 31,

2022

  

As at April 30,

2021

 
   ($)   ($) 
         
Cash at bank   6,823    7,214 
    6,823    7,214 

 

Restricted cash of $690 (2021: $669) includes $55 (2021: $55) held by the bank as security for a corporate credit card and $635 (US$500) (2021: $614 (US$500)) held by the bank as security for a foreign exchange facility. The Company has not utilized the foreign exchange facility as at January 31, 2022 and April 30, 2021.

 

4. Short-term Investments

 

  

As at January 31,

2022

  

As at April 30,

2021

 
   ($)   ($) 
         
Investment in ordinary shares of Yellow Cake plc          
Fair value, at the beginning of the period   30,045    30,456 
Additions for the period/year   -    727 
Disposals for the period/year   -    (4,681)
Fair value adjustment due to foreign exchange rate change for the period/year   185    (1,018)
Fair value adjustment due to share price change for the period/year   7,962    4,561 
Fair value, at the end of the period   38,192    30,045 

 

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$2.5 million and US$10 million of triuranium octoxide (“U3O8”) per year between January 1, 2019 and January 1, 2028, up to a maximum aggregate amount of US$31.25 million worth of U3O8. Yellow Cake has also agreed to inform the Company of any opportunities for royalties, streams or similar interests identified by Yellow Cake with respect to uranium and the Company has an irrevocable option to elect to acquire up to 50% of any such opportunity alongside Yellow Cake, in which case the parties shall work together in good faith to pursue any such opportunities jointly. Furthermore, the Company and Yellow Cake have agreed to, so far as it is commercially reasonable to do so, cooperate to identify potential opportunities to work together on other uranium related joint participation endeavors.

 

The ordinary shares of Yellow Cake are listed on the Alternative Investment Market of the London Stock Exchange. During the three and nine months ended January 31, 2022, the Company recognized a change in fair value of the Yellow Cake’s ordinary shares in the amount of $3,556 and $8,147 (three and nine month ended January 31, 2021: $4,303 and $349) and deferred income tax of $480 and $1,100 (three and nine month ended January 31, 2021: $331 and $47) in other comprehensive income, respectively.

 

The ordinary shares of Yellow Cake are pledged as a security for the margin loan (Note 8).

 

5. Inventories

 

As at January 31, 2022, the Company holds 1,348,068 pounds (April 30, 2021:348,068 pounds) of U3O8 with a carrying value of $67,558 (April 30, 2021: $12,398).

 

6

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

6. Royalties and Royalty Options

 

   Royalties   Royalty Options   Total 
   ($)   ($)   ($) 
Balance, as at April 30, 2019   27,131    125    27,256 
Additions   -    -    - 
Foreign currency translation   (1,183)   -    (1,183)
Balance, as at April 30, 2020    25,948    125    26,073 
Foreign currency translation   (496)   -    (496)
Balance, as at January 31, 2021    25,452    125    25,577 
Foreign currency translation   -    -    - 
Balance, as at April 30, 2021   25,452    125    25,577 
Additions   16,247    143    16,390 
Foreign currency translation   426    -    426 
Write-off   -    (125)   (125)
Balance, as at January 31, 2022   42,125    143    42,268 

 

   January 31,   April 30, 
   2022   2021 
   ($)   ($) 
Anderson project   7,268    7,027 
Church Rock project   743    718 
Cigar Lake project   4,704    - 
Dewey-Burdock project   75    72 
Dawn Lake project   143    - 
Diabase project   -    125 
Lance project   75    72 
Langer Heinrich project   2,822    2,822 
McArthur River project   11,543    - 
Michelin project   4,262    4,262 
Reno Creek project   286    277 
Roca Honda project   157    152 
Roughrider project   5,923    5,923 
Slick Rock project   2,884    2,788 
Workman Creek project   1,383    1,339 
Total   42,268    25,577 

 

The Company’s royalties and royalty options are detailed below:

 

Diabase Project

 

On January 31, 2018, the Company entered into an agreement (the “Diabase Agreement”) with Uranium Energy Corp. (“UEC”), Nuinsco Resources Limited (“Nuinsco”) and Mrs. Isabelle Clark (“Mrs. Clark”), in which UEC acquired 100% of the Diabase property located in Saskatchewan, Canada from Nuinsco. UEC is a shareholder of the Company and has the ability to exercise significant influence over the Company.

 

Pursuant to the Diabase Agreement, the Company was granted an exclusive right to acquire a 3% gross revenues royalty held by Mrs. Clark in respect on a portion of the Diabase property (the “Diabase Option”). The Diabase Option expired unexercised on February 7, 2022, resulting in write-off of the related asset.

 

7

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

6. Royalties and Royalty Options (continued)

 

Anderson, Slick Rock and Workman Creek Projects

 

The Company holds a one percent (1%) net smelter return royalty for uranium on UEC’s Anderson project, Slick Rock project, and Workman Creek project.

 

Langer Heinrich Project

 

The Company holds a production royalty of Australian $0.12 per kilogram of yellow cake produced from the Langer Heinrich uranium project in Namibia.

 

Church Rock, Dewey-Burdock, Lance and Roca Honda Projects

 

On August 30, 2019, upon completion of an asset purchase agreement with Westwater Resources Inc. (“Westwater”) the Company acquired a 4% net smelter return royalty on the Church Rock property, a 30% net proceeds royalty on a portion of the Dewey-Burdock property, a 4% gross revenues royalty on a portion of the Lance property, a 4% gross revenues royalty on a portion of the Roca Honda property.

 

Reno Creek Project

 

On December 10, 2019, the Company acquired a 0.5% net profit interest royalty on a portion of the Reno Creek property from a group of third parties. The Reno Creek property is wholly owned by UEC.

 

Roughrider Project

 

On December 10, 2019, the Company acquired a 1.97% net smelter return royalty for total consideration of $5.9 million, of which 50% was paid in cash and 50% was satisfied by the issuance of units of the Company (the “Units”), with each unit comprised of one common share and one Listed Warrant of the Company, at a price of $1.50 per Unit. The Company made a cash payment of $2,955 and issued 1,969,964 Units for $2,955.

 

Michelin Project

 

On December 10, 2019, the Company acquired a 2% gross revenues royalty on the Michelin property for total consideration of $4.3 million from Altius Minerals Corporation and Altius Royalty Corp. The purchase consideration was satisfied by the issuance of Units of the Company at a price of $1.50 per Unit. The Company issued 2,833,332 Units for $4,250.

 

Cigar Lake, McArthur River and Dawn Lake Projects

 

On May 7, 2021, pursuant to an amended and restated royalty purchase agreement dated effective February 10, 2021 (the “Royalty Purchase Agreement”) with Reserve Minerals Inc. and Reserve Industries Corp., the Company acquired (i) a 1% gross overriding royalty on an approximate 9% share of uranium production derived from an approximate 30.195% ownership interest of Orano Canada Inc. (“Orano”) on the McArthur River Project located in Saskatchewan, Canada; (ii) a 10% to 20% sliding scale net profits interest (an “NPI”) royalty on a 3.75% share of overall uranium production, drawn from Orano’s approximate 37.1% ownership interest in the Waterbury Lake / Cigar Lake Project (the “Waterbury Lake / Cigar Lake Project”) located in Saskatchewan, Canada; and (iii) an option to purchase the 20% NPI on a 7.5% share of overall uranium production from the project lands that comprise the early exploration stage Dawn Lake Project, which are adjacent to portions of the Waterbury Lake / Cigar Lake Project. For both the Waterbury Lake / Cigar Lake royalty and Dawn Lake royalty option, the royalty rate adjusts to 10% in the future upon production of 200 million pounds from the combined royalty lands of the Dawn Lake and Waterbury Lake / Cigar Lake Projects.

 

The purchase consideration of $16.4 million was satisfied by a cash payment of $12.3 million and the issuance of 970,017 common shares of the Company.

 

8

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

7. Government Loan Payable

 

On April 23, 2020, the Company received a loan of $40,000 through the Canadian Emergency Business Account Program (“CEBA Loan”), which provided financial relief for Canadian businesses during the COVID-19 pandemic. The CEBA Loan has a maturity date of December 31, 2023 and may be extended to December 31, 2025. The CEBA Loan is unsecured, non-revolving and non-interest bearing prior to December 31, 2023. The CEBA Loan is subject to an interest rate of 5% per annum during any extended term, and is repayable at any time without penalty. If at least 75% of the CEBA Loan is repaid prior to December 31, 2023, the remaining balance of the CEBA Loan will be forgiven.

 

8. Margin Loan Payable

 

On May 7, 2021, as amended on June 21, 2021 and December 13, 2021, the Company received a margin loan facility for a maximum amount of approximately $18 million (US$15 million) (the “Facility”) from a bank. The amount of the unutilized portion of the Facility may not exceed US$5,000,000 before May 7, 2022 (the “Unutilized Portion”). The margin loan is subject to an interest rate of 3-month USD LIBOR plus 5.50% per annum and the unutilized portion of the Facility is subject to a standby fee of 2.50% per annum. In addition, the Company paid a one-time facility fee equal to 1.25% of the Facility.

 

The Facility is secured by a pledge of all the shares of Yellow Cake held by the Company. The Facility matures on May 5, 2023, unless repaid earlier, and is subject to customary margin requirements, with margin calls being triggered in the event, among other things, that the loan-to-value ratio is at or above 50%. The Company may voluntarily repay the outstanding amount during the term of the Facility, provided that the outstanding balance of the loan shall not be less than the Unutilized Portion. The lender has the option to set the early repayment date when the closing price of Yellow Cake shares is equal to or less than GBP1.605.

 

The following outlines the movement of the margin loan During the nine months ended at January 31, 2022:

 

   US$   $ 
         
Draw-down   10,175    12,710 
Less: transaction costs and fees   (240)   (295)
Interest expense   374    468 
Interest paid   (286)   (362)
Unrealized foreign exchange loss   -    216 
Balance, as at January 31, 2022   10,023    12,737 

 

The loan balance as at January 31, 2022 include accrued interest payable of $106. This amount is included in the accounts payable and accrued liabilities balance.

 

9

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

9. Issued Capital

 

9.1 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.

 

Public Offering

 

On May 20, 2021, the Company completed a public offering by way of short form prospectus of 6,100,000 common shares (the “Offered Shares”) at a price of $4.10 per Offered Share (the “Offering Price”) for gross proceeds of $25,010. Pursuant to an underwriting agreement dated May 10, 2021, among the Company and the underwriters, the Company granted the underwriters an option, exercisable at the Offering Price for a period of 30 days following the closing of the public offering, to purchase up to an additional 15% of the number of Offered Shares sold under the public offering to cover over-allotments, if any. The underwriters did not exercise the over-allotment option and it expired on June 18, 2021.

 

UEC purchased 1,000,000 Offered Shares, representing 16.39% of the number of Offered Shares, on the same terms as the public offering.

 

At-the-Market Equity Program

 

On August 18, 2021, the Company entered into an equity 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 Distribution Agreement will allow the Company to distribute up to US$40 million (or the equivalent in Canadian dollars) of common shares of the Company (the “ATM Shares”) under the ATM Program. The ATM Shares will be issued by the Company to the public from time to time, through the Agents, at the Company’s discretion. The ATM Shares sold under the ATM Program, if any, will be sold at the prevailing market price at the time of sale. Unless earlier terminated by the Company or the Agents as permitted therein, the Distribution Agreement will terminate upon the earlier of (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$40 million (or the equivalent in Canadian dollars); or (b) September 1, 2022.

 

During the nine months ended January 31, 2022, the Company issued 3,656,855 common shares under the ATM Program for gross proceeds of $21,533 with aggregate commissions paid or payable to the Agents and other share issue costs of $538.

 

Trade Restrictions

 

Common shares subject to certain hold periods are set out as follows:

 

  

Number of

Common Shares

 
Common shares issued at $0.10 per share   6,000,006 

 

The common shares issued pursuant to the subscription agreements at $0.10 per share are subject to contractual hold periods, which will expire as follows:

 

b) 2,999,994 common shares on June 11, 2022, and

 

c) 3,000,012 common shares on December 11, 2022.

 

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Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

9. Issued Capital (continued)

 

9.2 Reserves

 

The following outlines the movements of the Company’s warrants and share options:

 

   Warrants   Share Options   Total 
   ($)   ($)   ($) 
Balance, as at April 30, 2020 and January 31, 2021   7,076    -    7,076 
Common shares issued upon exercise of warrants   (724)   -    (724)
Balance, as at April 30, 2021   6,352    -    6,352 
Common shares issued upon exercise of warrants   (1,897)   -    (1,897)
Common shares issued upon exercise of options   -    (105)   (105)
Share-based compensation   -    1,127    1,127 
Balance, as at January 31, 2022   4,455    1,022    5,477 

 

Common Share Purchase Warrants

 

During the nine months ended January 31, 2022, 7,445,251 warrants were exercised, and 17,683,086 warrants were outstanding as at January 31, 2022.

 

As at January 31, 2022, there are 17,587,498 Listed Warrants at an exercise price of $2.00 per share (Note 1), and 95,588 unlisted common share purchase warrants (the “Unlisted Warrants”). The Unlisted Warrants are exercisable into one common share at an exercise price of $1.40 per share until December 6, 2024.

 

Share Options

 

The following outlines movements of the Company’s share options:

 

   Number of
options
   Weighted Average
 Exercise Price
 ($)
 
Balance at April 30, 2021   -    - 
Granted   923,950    3.62 
Forfeited   (15,463)   3.87 
Exercised   (80,000)   3.49 
Balance at January 31, 2022   828,487    3.63 

 

On May 31, 2021, the Company granted 675,000 stock options at an exercise price of $3.49 per share and 50,000 stock options at an exercise price of $4.10 to directors, officers and employees. These share options are exercisable for a period of 5 years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter. In addition, the Company granted 150,000 stock options at an exercise price of $3.49 per share to a consultant. These share options are exercisable for a period of 2 years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 4, 8 and 12 months thereafter.

 

On September 15, 2021, the Company granted 43,950 stock options at an exercise price of $5.46 per share to a director and an employee. These share options are exercisable for a period of 5 years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter.

 

11

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

9. Issued Capital (continued)

 

9.2 Reserves (continued)

 

Share Options (continued)

 

On January 13, 2022, the Company granted 5,000 stock options at an exercise price of $4.93 per share to an employee. These share options are exercisable for a period of 5 years from the date of grant and will vest as follows: (a) 25% on the grant date; and (b) 25% on each of the dates that are 6, 12 and 18 months thereafter.

 

During the nine months ended January 31, 2022, the Company issued 80,000 common shares in respect of share options exercised for gross proceeds of $279. The weighted average share price at exercise was $4.14.

 

The fair value of the share options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

 

Risk-free interest rate   0.48%
Expected life (years)   3.68 
Expected volatility   61.77%
Expected dividend yield   0.00%
Estimated forfeiture rate   3.93%

 

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.

 

A summary of share options outstanding and exercisable at January 31, 2022, are as follows:

 

    Options Outstanding   Options Exercisable 
Exercise Price
($)
   Number of Options Outstanding   Weighted Average Exercise Price
($)
   Weighted Average Remaining Contractual Life
(years)
   Number of Options Exercisable   Weighted Average Exercise Price
($)
   Weighted Average Remaining Contractual Life
(years)
 
 3.49    732,500    3.09    3.49    370,000    3.17    3.53 
 4.10    50,000    0.25    0.26    25,000    0.25    0.27 
 4.93    5,000    0.03    0.03    1,250    0.02    0.02 
 5.46    40,987    0.27    0.23    10,987    0.15    0.12 
      828,487    3.64    4.01    407,237    3.59    3.94 

 

The fair value of share options recognized as share-based compensation expense during the three and nine months ended January 31, 2022, was $224 and $1,127, respectively, using the Black-Scholes option pricing model.

 

10. Financial Instruments

 

At January 31, 2022, 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 payable and margin loan payable. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:

 

  Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
  Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.
  Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

 

12

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

10. Financial Instruments (continued)

 

The Company’s cash, restricted cash, accounts payable and accrued liabilities and government loan payable approximate fair value due to their short terms to settlement. The Company’s margin loan payable is measured at amortized cost and classified as level 2 within the fair value hierarchy. The carrying value of the margin loan approximates its fair value as there is no significant change in the underlying credit and market rate risks. The Company’s short-term investment is measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of short-term investments is determined by obtaining the quoted market price of the short-term investment and multiplying it by the foreign exchange rate, if applicable, and the quantity of shares held by the Company.

 

10.1 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 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.

 

10.2 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 mitigates credit risk associated with its bank balance by holding cash and cash equivalents and restricted cash with large, reputable financial institutions.

 

10.3 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, it has sufficient working capital for its present obligations for at least the next twelve months commencing from January 31, 2022. The Company’s working capital (current assets less current liabilities) as at January 31, 2022 was $114,509. The Company’s accounts payable and accrued liabilities are expected to be realized or settled, respectively, within a one-year period.

 

10.4 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.

 

10.5 Interest rate risk

 

The Company’s exposure to interest rate risk arises from the impact of interest rates on its cash and margin loan payable, which bear interest at fixed or variable rates. The interest rate risks on the Company’s cash and restricted cash balances are minimal. The Company’s margin loan bears a floating interest rate and an increase (decrease) of 10 basis point in 3-month USD LIBOR would not have a significant impact on the net loss for the nine months ended January 31, 2022.

 

13

 

 

Uranium Royalty Corp.
Notes to Condensed Interim Consolidated Financial Statements  
(Unaudited, expressed in thousands of Canadian dollars unless otherwise stated)  

 

10. Financial Instruments (continued)

 

10.6 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, cash and restricted cash denominated in U.S. dollars and the margin loan payable denominated in U.S. dollars. The impact of a Canadian dollar change against UK pounds sterling on short-term investments by 10% at January 31, 2022 would have an impact, net of tax, of approximately $3,304 on other comprehensive income. The impact of a Canadian dollar change against U.S. dollars on cash and restricted cash by 10% would have an impact of approximately $336 on net loss for the nine months ended January 31, 2022. The impact of a Canadian dollar change against the U.S. dollars on the margin loan by 10% would have an impact of approximately $1,102 on net loss for the nine months ended January 31, 2022.

 

10.7 Other price risk

 

The Company is exposed to equity price risk as a result of holding investments in Yellow Cake. 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 in Yellow Cake held as at January 31, 2022, a 10% change in the equity prices of these investments would have an impact, net of tax, of approximately $3,304 on other comprehensive income.

 

11. Related Party Transactions

 

11.1 Related Party Transactions

 

During the three and nine months ended January 31, 2022, the Company incurred $2 and $6 (2021: $2 and $4) in general and administrative expenses related to website hosting and maintenance services provided by a vendor that is controlled by a family member of the Chairman. No amount is payable to such related party as at January 31, 2022 and April 30, 2021.

 

Related party transactions are based on the amounts agreed to by the parties. During the three and nine months ended January 31, 2022 and 2021, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

 

11.2 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 three and nine months ended January 31, 2022 and 2021, comprised of:

 

   For the three months ended January 31,   For the nine months ended January 31, 
   2022   2021   2022   2021 
   ($)   ($)   ($)   ($) 
Management salaries   61    61    219    162 
Directors’ fees   45    45    137    107 
Share-based compensation   94    -    479    - 
Total  200   106   835   269 

 

12. Operating Segments

 

The Company conducts its business as a single operating segment, being the acquiring and assembling a portfolio of royalties and investing in companies with direct exposure to 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.

 

13. Commitments

 

The Company is leasing its office in Vancouver, Canada with a remaining term of 2 months expiring on March 31, 2022. During the nine months ended January 31, 2022, the Company renewed its lease for a period of 5 years. As at January 31, 2022, the future rental payment for the 62 months unexpired lease is approximately $248.

 

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 500,000 pounds of physical uranium at a weighted average price of US$47.71 per pound for a total of $30,341. CGN will deliver 300,000 pounds of physical uranium on October 20, 2023, 100,000 pounds of physical uranium on June 14, 2024, and 100,000 pounds of physical uranium on April 2, 2025. Payment for these purchases will be made by the Company in October 2023, June 2024 and April 2025.

 

14. Subsequent Events

 

On February 24, 2022, the Company invested $5,500 in Queen’s Road Capital Investment Ltd. (“QRC”), a company listed on TSX-V, by subscribing 8,593,750 common shares of QRC at a price of $0.64 per common share in its private placement.

 

Subsequent to January 31, 2022, the Company issued 1,556,583 common shares under the ATM Program for gross proceeds of approximately $8.4 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.2 million.

 

14