Item 2. Properties
Item 2. Properties
Introduction
This Item 2 provides summary information about our portfolio of royalty interests and land interests, as well as more detailed information about our material royalty interests.
We are a royalty company. Our portfolio currently consists of 27 uranium royalty interests on 24 uranium projects across varying stages, 11 trona lease agreements on five operating trona operations, two trona lease agreements on two Exploration stage trona projects, and one lease agreement controlled by Uinta Development Company. We also have non-mining related projects, including one lease for renewable energy that has a currently operating wind farm, and three areas of interest under a second renewable energy agreement. In addition to royalty interests, we hold, buy and sell physical uranium and own significant land and mineral rights across Wyoming and Utah. See “ 1. Business – Physical Uranium Holdings ” and “ – Landholdings ”.
As a royalty company, we have limited access to and information regarding the properties in which we hold interests, and because of these limitations, qualified persons acting on behalf of the Company are not able to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under the standards for disclosure established by S-K 1300 for any of the properties in which we hold interests. In addition, based on guidance from the staff of the SEC, we are not able to rely on disclosure of mineral resources and mineral reserves by the operators of the properties as a basis for our disclosure of mineral resources and mineral reserves under S-K 1300 because such disclosure does not constitute “required information” within the meaning of Item 1303(a)(3)(iii) or Item 1304(a)(2)(iii) of Regulation S-K, and the staff of the SEC further interprets S-K 1300 to preclude in SEC filings the supplemental disclosure of mineral resources and mineral reserves that do not satisfy the standards for disclosure established by S-K 1300. As a result, we are unable to disclose mineral resources and mineral reserves for the properties in which we hold royalty interests in our filings with the SEC.
For the purposes of S-K 1300, we currently consider our royalty interests in the collection of trona mineral lease holdings within the KSLA relating to the lease holdings of the Sweetwater Entities under the sodium lease agreements, license agreements and other royalty-bearing lease or similar agreements (the “ Trona Leases ”) with each of: (1) WE Soda Ltd. (“ WE Soda ”), operating Westvaco and Granger operations of the trona mine and solution-mining and production facilities; (2) Şişecam Wyoming LLC (“ Şişecam ”) operating the Big Island trona mine and soda ash refinery; (3) American Soda LLC (“ American Soda ”) operating the American Soda trona mine and soda ash refinery; and (4) Tata Chemicals (Soda Ash) Partners, LLC (“ Tata ”) operating the Alchem trona mine and soda ash refinery, (collectively, the “ Sweetwater Operations ”) as our only material property.
S-K 1300 requires a registrant that has mining operations to, among other things: (i) obtain a dated and signed “technical report summary” from a qualified person with respect to each material mining property; and (ii) file such technical report summary as an exhibit to the relevant registration statement or other prescribed filing with the SEC. Because our assets are comprised of royalty and similar interests, for the purposes of this Annual Report, we have relied on Item 1302(b)(3)(ii) of S-K 1300 and have not obtained or filed a technical report summary as: (i) obtaining such report would result in an unreasonable burden or expense; and (ii) we requested such technical report summary from the operators of the projects underlying our material royalty interests and were denied the request.
Under S-K 1300, disclosure of mineral resources and mineral reserves must be based on and accurately reflect information and supporting documentation prepared by a “qualified person,” as such term is defined in S-K 1300. A registrant is responsible for determining that a person meets the qualifications specified under the definition of qualified person and that the disclosure in the registrant’s filing accurately reflects the information provided by the qualified person.
Sources of Information
Our disclosures in this Item 2 are based on information provided to us by the operators of the properties or disclosed by the operators in their public filings with the SEC or Canadian securities regulators, including technical reports filed
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with Canadian securities regulators pursuant to National Instrument 43-101 (“ NI 43-101 ”), and the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards and 2019 Best Practice Guideline (“ CIM Standards ”). In addition, certain of the operators of the properties underlying our interests prepare mineral reserve and mineral resource estimates in accordance with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“ JORC ”). We are providing this information because it represents information that we have in our possession and that we believe is responsive to the disclosure obligations set forth in S-K 1300.
None of our principal properties have had technical report summaries prepared by the operators under S-K 1300. For our principal properties, we requested that the operators either (i) designate qualified persons who would prepare technical report summaries under S-K 1300 for filing with the SEC and sufficiently coordinate with us to enable us to prepare disclosure of all required information under S-K 1300 relating to the properties, or (ii) provide qualified persons designated by us with site access and underlying technical data, reports, models, and other information sufficient for the qualified persons designated by us to prepare technical report summaries under S-K 1300 for filing with the SEC and enable us to prepare disclosure of all required information under S-K 1300 relating to the properties. In each case, the operator denied our request. None of the operators is an affiliate of the Company.
Any references in this Annual Report to the technical reports, technical report summaries, or other information publicly disclosed by the operators of the properties subject to our royalty interests shall not be deemed to incorporate such information by reference into this report or any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference.
Omission of Certain Information
While S-K 1300 generally requires registrants that hold royalty, streaming, or other similar rights to provide the same disclosure regarding properties as the operators of the properties, S-K 1300 also provides certain accommodations to registrants that hold royalty, streaming, or other similar rights. We rely on the accommodations set forth in Item 1303(a)(3) and Item 1304(a)(2) of Regulation S-K to omit information required under Items 1303 and 1304 to which we lack access, and in accordance with Item 1303(a)(3) and Item 1304(a)(2) of Regulation S-K, we (i) specify the information to which we lack access, (ii) explain that we do not have access to the required information because obtaining the information would result in an unreasonable burden or expense or we requested the information from the applicable operator and our request was denied, and (iii) provide all required information that we do possess or can acquire without incurring an unreasonable burden or expense.
Absent an exemption, a registrant must obtain a dated and signed technical report summary from a qualified person identifying and summarizing the information reviewed and conclusions reached by the qualified person about the mineral resources or mineral reserves determined to be on each material property. As noted above, we do not have sufficient access and information for qualified persons acting on behalf of the Company to arrive at sufficient findings and conclusions, or prepare adequate supporting documentation, for us to disclose mineral resources or mineral reserves under the standards for disclosure established by S-K 1300 for any of the principal or other properties in which we hold stream or royalty interests, and accordingly, we have not sought to obtain dated and signed technical report summaries from qualified persons pursuant to Item 1302(b)(1) of Regulation S-K.
Applicable Internal Controls
We have in place procedures to gather certain limited information from operators concerning the properties over which we hold stream and royalty interests, including reviewing operator reports (mostly consisting of public filings by the operators, in most cases under foreign reporting regimes and not pursuant to S-K 1300), reviewing information provided to us by the operators under the terms of our stream or royalty agreements, and, in some cases, discussing the properties with operator personnel and reviewing information gained from site visits.
As noted above under “Mineral Resources and Mineral Reserves,” we do not disclose mineral resources and mineral reserves pursuant to S-K 1300 for the properties with respect to which we hold stream and royalty interests except where we or the owner or operator have prepared and filed a S-K 1300 technical report summary with the SEC. In addition, we do not engage in exploration efforts on those or any other properties. As such, we do not use internal
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controls in any exploration and mineral resource and reserve estimation efforts within the meaning of Item 1305 of Regulation S-K.
Royalty Interests
S-K 1300 Project Classifications
We generally classify our royalty and streaming interests based on the stage of development of the projects underlying such interests.
The table below classifies projects based upon the definitions set forth in S-K 1300, utilizing the following classifications:
• Production Stage Property – is a property with material extraction of mineral reserves.
• Development Stage Property – is a property that has mineral reserves disclosed pursuant to S-K 1300, but no material extraction.
• Exploration Stage Property – is a property that has no mineral reserves disclosed.
Based on the classifications set forth in S-K 1300, as of the date hereof, we have 15 royalty and lease interests on 9 Production Stage Properties and 24 royalty and lease interests on 22 Exploration Stage Properties.
Geographic Location of Interests
The following map sets forth the locations of the projects associated with our existing royalty and lease interests.
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Summary Disclosure
The following tables sets forth summary information regarding our royalty and lease interests, including location of the properties, type and amount of ownership interest, identity of operator or owners, stage of the properties, and mine types:
Name
Operator
Interest
Jurisdiction
Location Latitude
Location Longitude
Big Island
Şişecam
8% PR (1)
Wyoming, USA
41.718
-109.692
American Soda
American Soda
8% PR (1)
Wyoming, USA
41.501
-109.758
Alchem
Tata
8% PR (1)
Wyoming, USA
41.594
-109.755
Westvaco
WE Soda
8% PR (1)
Wyoming, USA
41.624
-109.815
Granger
WE Soda
8% PR (1)
Wyoming, USA
41.673
-109.899
Project West
WE Soda
8% PR (1)
Wyoming, USA
41.410
-109.779
Dry Creek Trona
Pacific Soda LLC (“ Pacific Soda ”)
8% PR (1)
Wyoming, USA
41.339
-109.800
McArthur River (2)(7)
Cameco
1% GORR
Saskatchewan, Canada
57.762
-105.052
Waterbury Lake / Cigar Lake (2)(4)(5)
Cameco / Orano
10%-20% NPI
Saskatchewan, Canada
58.068
-104.540
Langer Heinrich
Langer Heinrich Uranium (Pty) Ltd.
A$0.12 / kg U 3 O 8
Namibia
-22.815
15.325
Lance
Peninsula Energy Limited (“ Peninsula ”)
1% GRR
4% GRR
Wyoming, USA
44.58
-104.958
Aberdeen (3)
Geiger Energy Corp. (“ Geiger ”)
2% GRR
Nunavut, Canada
64.377
-98.108
Anderson
Uranium Energy Corp. (“ UEC ”)
1% NSR
Arizona, USA
34.308
-113.276
Churchrock
Laramide Resources Ltd. (“ Laramide ”)
4% NSR
6% GORR
New Mexico, USA
35.625
-108.553
Cree Extension (8)
Cameco
10% NPI
Saskatchewan, Canada
57.619
-105.513
Dawn Lake (2)(4)(6)
Cameco / Orano
10%-20% NPI
Saskatchewan, Canada
58.267
-104.039
Dewey-Burdock (2)
enCore Energy Corp. (“ enCore ”)
30% NPR
2%-4% GVR
South Dakota, USA
43.480
-104.000
Energy Queen (2)
Energy Fuels Inc. (“ Energy Fuels ”)
1% GVR
Utah and Colorado, USA
38.310
-109.331
Michelin
Paladin Energy Ltd. (“ Paladin ”)
2% GRR
Newfoundland and Labrador, Canada
54.565
-59.947
Millennium (8)
Cameco
10% NPI
Saskatchewan, Canada
57.520
-105.637
Reno Creek (2)(9)
UEC
0.5% NPI
Wyoming, USA
43.660
-105.673
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Roca Honda (2)(10)
Energy Fuels
4% GRR
New Mexico, USA
35.353
-107.700
Roughrider (11)
UEC
1.9766% NSR
Saskatchewan, Canada
58.337
-104.042
Russell Lake (11)
Skyharbour Resources Ltd. (“ Skyharbour ”)
1.9766% NSR
Saskatchewan, Canada
57.262
-105.351
Wheeler North (11)
Denison Mines Corp. (“ Denison ”)
1.9766% NSR
Saskatchewan, Canada
57.532
-105.202
Getty East (11)
Skyharbour
1.9766% NSR
Saskatchewan, Canada
57.310
-105.480
Salamanca
Berkeley Energia Limited (“ Berkeley ”)
0.375% NSR
Retortillo, Spain
40.797
-6.333
San Rafael (2)
Western Uranium Corporation
2% NSR
Utah, USA
38.960
-110.360
Slick Rock
Anfield Energy Inc. (“ Anfield ”)
1% NSR
Colorado, USA
38.050
-108.858
Whirlwind (2)
Energy Fuels
2%-4% GVR
Utah and Colorado, USA
38.630
-109.060
Workman Creek
UEC
1% NSR
Arizona, USA
33.833
-110.950
_____________________________
Notes:
(1) The principal economic entitlement is generally an 8% production royalty less permitted deductions (typically direct bagging and palletizing costs and freight allowances), although several agreements include alternative calculations, minimum royalties, advance royalties, escalation provisions or most-favored / highest-comparable-rate mechanisms that may affect the royalty ultimately payable. Royalty calculations may be subject to permitted deductions, adjustments or net-back concepts, including for items such as transportation, freight, handling, taxes, discounts, allowances, bagging, palletizing or other costs specified in the applicable agreement. Certain agreements also include special rules for particular products or streams, including purge liquor, decahydrate, compound sodium products, intermediate products, intracompany transfers and materials recovered from waste or tailings-related sources.
(2) Royalty applies to only a portion of the project.
(3) Royalty is subject to the buyback right of the operator, whereby a 0.5% GRR may be repurchased for $1 million after the announcement of a successful pre-feasibility study, exercisable for a period of six months and expiring on June 4, 2032.
(4) Royalty to decrease to a 10% NPI after 200 Mlbs of uranium production from the combined royalty lands of the Dawn Lake and Waterbury Lake/ Cigar Lake projects.
(5) Royalty applies to a 3.75% share of overall uranium production, drawn from Orano’s 40.453% ownership interest
(6) Royalty applies to a 7.5% share of overall uranium production.
(7) Royalty applies to an approximate 9% share of uranium production derived from an approximate 30.195% ownership interest of Orano.
(8) Royalty applies to an approximate 20.6955% participating interest in the project. The royalties on the Cree Extension and Millennium projects are represented by the same royalty instrument.
(9) Royalty subject to a maximum amount payable of US$2.5 million.
(10) Royalty subject to the right of the payor to purchase the royalty for US$5 million at any time prior to the first royalty payment becoming due thereunder.
(11) The royalties on the Roughrider, Russell Lake, Wheeler North and Getty East projects are represented by the same royalty instrument.
Name
Operator
Project Stage
Mine Types
Big Island
Şişecam
Production
Underground room and pillar
American Soda
American Soda
Production
Underground longwall
Alchem
Tata
Production
Underground room and pillar
Westvaco
WE Soda
Production
Underground longwall and solution
Granger
WE Soda
Production
Underground flooded solution
Project West
WE Soda
Exploration
Solution
Dry Creek Trona
Pacific Soda
Exploration
Solution
McArthur River
Cameco
Production
Conventional underground mine.
Waterbury Lake / Cigar Lake
Cameco / Orano
Production
Conventional underground mine.
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Langer Heinrich
Langer Heinrich Uranium (Pty) Ltd.
Production
Conventional open pit mine.
Lance
Peninsula
Production
ISR
Aberdeen
Geiger
Exploration
Not a current mining operation.
Anderson
UEC
Exploration
Combination of conventional open-pit and underground mine.
Churchrock
Laramide
Exploration
ISR
Cree Extension
Cameco
Exploration
Not a current mining operation.
Dawn Lake
Cameco / Orano
Exploration
Not a current mining operation.
Dewey-Burdock
enCore
Exploration
ISR
Energy Queen
Energy Fuels
Exploration
Conventional underground mine.
Michelin
Paladin
Exploration
Combination conventional open-pit and underground mine.
Millennium
Cameco
Exploration
Conventional underground mine.
Reno Creek
UEC
Exploration
ISR
Roca Honda
Energy Fuels
Exploration
Conventional underground mine.
Roughrider
UEC
Exploration
Not a current mining operation.
Russell Lake
Skyharbour
Exploration
Not a current mining operation.
Wheeler North
Denison
Exploration
Not a current mining operation.
Getty East
Skyharbour
Exploration
Not a current mining operation.
Salamanca
Berkeley
Exploration
Conventional open-pit mine.
San Rafael
Western Uranium Corporation
Exploration
Conventional open-pit mine.
Slick Rock
Anfield
Exploration
Conventional open-pit mine.
Whirlwind
Energy Fuels
Exploration
Conventional open-pit mine.
Workman Creek
UEC
Exploration
Conventional open-pit mine.
It is difficult for us to assess the total number of acres related to our royalty interests by references to operator disclosure or review of public records because our interests do not always cover the entirety of a property. Also, in some cases, our interests extend to mineral rights acquired by an operator within an area of interest beyond the original property boundaries at the time of our investment, and the operators will, from time to time, add or subtract acreage from individual properties without notice to us.
Additionally, with respect to the Sweetwater Operations, we generally receive a royalty on half of the trona and soda ash production and sales from the KSLA, as mineral ownership within the KSLA is checkerboarded between our Sweetwater Interests and lands owned by other entities including governmental organizations.
The table below presents the production that is attributable to our royalty interests for the last three fiscal years.
Years Ended
Operation
Product
Unit
April 30, 2024
April 30, 2025
April 30, 2026
Green River Basin (1)
Soda Ash
Short Tons
5,760,370
6,475,041
4,819,284
McArthur River (2)
Uranium Oxide
Pounds
12,165
18,366
13,618
Langer Heinrich (3)
Uranium Oxide
Pounds
0
1,795,642
3,936,873
______________________________
Notes:
(1) Totals represent the combined attributable proportion of production for operations in the Green River Basin. Individual operation production amounts are considered confidential by our counterparties and are not publicly available.
(2) Totals represent the attributable pounds delivered under the royalty agreement.
(3) Totals represent the pounds sold on a 100% basis from the operation to which our production royalty applies.
Titles, Mineral Rights, Leases, or Options and Acreage Involved
The titles, mineral rights, leases, and options involved with our royalty and streaming interests vary depending on the country and include exploitation concessions, unpatented and patented claims, fee lands, mining leases and
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prospecting and mining licenses. See “– Material Property”, below, for information about the specific titles, mineral rights, leases, options and acreages involved at our material properties.
We have an indeterminable number of acres relating to our royalty and streaming interests because our interests do not always cover 100% of each property. In some cases, our interests extend to an area of interest beyond the original property boundaries, while in others, the land position covered by a given interest is modified as the result of operators, from time to time, adding or subtracting acreage from individual properties.
Key Permit Conditions
Operators of the mines that are subject to our royalty interests must comply with environmental, mine safety, land use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States, Canada, Spain, Namibia and other countries where we hold interests. Although we, as a royalty interest owner, are not responsible for ensuring compliance with these laws and regulations, failure by the operators to comply with applicable laws, regulations and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties against the operators, which could have a material adverse effect on our results of operations and financial condition.
In general, we have no decision-making authority regarding the development or operation of the mineral properties underlying our royalty interests. Operators make all development and operating decisions, including decisions about permitting, feasibility analysis, mine design and operation, processing, plant and equipment matters, and temporary or permanent suspension of operations.
Royalty Production
Certain of our royalties do not apply to the entirety of the producing areas of the underlying projects. Accordingly, in such cases, the amount of our royalties and underlying production differs from the production disclosure of the operators of such projects. Additionally, based on applicable royalty terms, the reports we receive from such operators may not include production information specific to our royalty coverage.
Mineral Resources and Mineral Reserves
Certain of the owners and operators of the projects underlying our interests have prepared and disclosed mineral resources and mineral reserve estimates which have been estimated with the CIM Definition Standards and NI 43-101. In certain cases, S-K 1300 allows disclosure of such mineral resources and mineral reserves only where we or the owner or operator have prepared and filed an S-K 1300 technical report summary with the SEC.
Additionally, certain of the owners and operators of the projects underlying our interests have disclosed mineral resource and/or mineral reserve estimates that apply to a greater portion of the underlying properties than what is covered by our interests. In such cases, we have not disclosed such estimates herein as per S-K 1300 requirements.
However, the following is a summary of S-K 1300 mineral resource and mineral reserve estimates which we have access to which were disclosed by the owners and operators of projects underlying our royalty interests, where we believe our interest applies to the entirety of such disclosed estimate. The information is from 2023-24 and may not be accurate currently.
Indicated mineral resources
Measured and indicated mineral resources
Inferred mineral resources
Amount (tonnes)
Grade (% U 3 O 8 )
Metal (Mlbs)
Amount (tonnes)
Grade (% U 3 O 8 )
Metal (Mlbs)
Amount (tonnes)
Grade (% U 3 O 8 )
Metal (Mlbs)
Uranium
Arizona, U.S.A.
Anderson (1)
14.67
0.10
32.06
14.67
0.10
32.06
Workman Creek (2)
1.80
0.11
4.46
Saskatchewan, Canada
Roughrider (3)
0.70
1.81
27.86
0.70
1.81
27.86
0.62
2.44
33.38
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__________
Notes:
(1) Mineral Resources (Anderson Project)
a. Mineral Resources are not mineral reserves and do not have demonstrated economic viability.
b. Short tons were converted to metric tonnes for consistency and contained metal is in reported in imperial pounds.
c. Economic factors have been applied to the estimates in consideration of reasonable prospects for economic extraction.
d. 0.02% eU 3 O 8 grade cutoff and a 0.1 ft% GT cutoff were utilized for the estimate.
e. Grade is radiometric equivalent grade (eU 3 O 8 )
f. Estimates have been rounded and may not add up due to significant figure rounding.
g. The effective date of the estimate is March 9, 2023.
(2) Mineral Resources (Workman Creek)
a. Mineral Resources are not mineral reserves and do not have demonstrated economic viability.
b. Short tons were converted to metric tonnes for consistency and contained metal is in reported in imperial pounds.
c. Economic factors have been applied to the estimates in consideration of reasonable prospects for economic extraction using a commodity price of $75 per pound uranium oxide.
d. Metallurgical recovery was assumed at 90%.
e. The chosen cutoff for underground mining methods is a minimum grade of 0.05% eU 3 O 8 and a GT of 0.30%Ft.
f. Grade is radiometric equivalent grade (eU 3 O 8 )
g. Estimates have been rounded and may not add up due to significant figure rounding.
h. The effective date of the estimate is February 14, 2023.
(3) Mineral Resources (Roughrider Project)
a. There are no Mineral Reserves estimated for this project.
b. Mineral Resources are reported diluted within the MSO (Mining Stope Optimization) shapes based on a U 3 O 8 price of US$85/lb of U 3 O 8 and metallurgical recovery of 97.5%. A longhole mining method was assumed with an approximate cut-off of 0.30% U 3 O 8 . The MSO shapes were estimated by Snowden, a third-party firm comprising mining experts the definition defined by S-K 1300.
c. The Mineral Resource estimate was prepared by UMR, a third-party comprising mining experts under the definitions defined by S-K 1300.
d. The tonnage is presented in metric tonnes and contained metal is reported in imperial pounds.
e. Estimates have been rounded and may not add up due to significant figure rounding.
f. The effective date of the estimate is November 5, 2024.
As a result of this requirement and the relief provided to royalty holders under S-K 1300, the disclosure contained herein does not include estimates of mineral resources or mineral reserves that have been prepared by the owners and operators of the projects underlying our interests, where such estimates are not contained in an S-K 1300 technical report summary. Accordingly, mineral reserves and resource estimates prepared by owners and operators under NI 43-101 and JORC are not included in this Annual Report.
Other Investments
In connection with our acquisition of the Sweetwater Interests, we acquired the total landholding position of the Sweetwater Entities across Wyoming, Utah and Colorado. See “ 1. Business – Landholdings ”.
Offices
Our principal executive offices are located at 141 Union Blvd, Suite #310, Lakewood, CO 80228. We also maintain an office at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, Canada V6E 4A2. We do not currently own any material real estate used for office purposes. We believe that we have adequate space for our anticipated needs.
Material Properties
The following is a description of our royalty interests on the Sweetwater Operations.
Certain information regarding the Sweetwater Operations as contemplated under S-K 1300 has not been included herein on the basis that it is unavailable to us in our capacity as a royalty holder on the applicable properties and that obtaining such information would result in an unreasonable burden and expense. Such excluded information includes: (a) mineral resources and mineral reserves estimates and those technical and economic factors required to generate such estimates; (b) the state of exploration and development work on the operations; (c) details as to the modernization
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and physical equipment, facilities, infrastructure, and underground development; (d) the total cost for or book value of the underlying property and its associated plant and equipment; (e) descriptions of significant encumbrances on the property; and (f) the description of internal controls utilized by the operators for the potential generation of mineral resource and reserve efforts.
Royalty Interests
As a result of our acquisition of the Sweetwater Interests in July 2026, we indirectly acquired royalty and related payment interests under a portfolio of sodium lease agreements associated with five operating and two advanced greenfield natural soda ash projects in the Green River Basin. Our future revenues from the Sweetwater Interests will be derived primarily from payments made by lessees or operators under those agreements, including royalty-based and other lease-based payments.
Royalty revenues are dependent on, among other things, production and sales of sodium mineral products by third-party operators, prevailing market prices for soda ash and other sodium mineral products, operator decisions, permitting and regulatory matters, and the continued enforceability and performance of the underlying royalty-bearing agreements.
The Sweetwater Entities’ royalty and related payment interests arise under a number of lease, license and similar agreements entered into over several decades. These agreements vary in form, term, continuation provisions and payment mechanics. The royalty arrangements generally entitle the Sweetwater Entities to payments based on the production, sale or transfer of soda ash, sodium mineral products and related products derived from the applicable leased lands, and certain agreements may include minimum, advance, rental, bonus, shortfall or similar payment provisions. The agreements also contain provisions relating to reporting, audit rights, operations, assignment, default and other matters customary for royalty-bearing mineral leases and similar arrangements. The interests, as currently defined, are described to extend so long as commercial production occurs.
Across the portfolio, the principal economic entitlement is generally an 8% production royalty less permitted deductions (typically direct bagging and palletizing costs and freight allowances), although several agreements include alternative calculations, minimum royalties, advance royalties, escalation provisions or most-favored / highest-comparable-rate mechanisms that may affect the royalty ultimately payable. Royalty calculations may be subject to permitted deductions, adjustments or net-back concepts, including for items such as transportation, freight, handling, taxes, discounts, allowances, bagging, palletizing or other costs specified in the applicable agreement. Certain agreements also include special rules for particular products or streams, including purge liquor, decahydrate, compound sodium products, intermediate products, intra-company transfers and materials recovered from waste or tailings-related sources.
The underlying agreements contain confidentiality provisions restricting disclosure of detailed contractual, operational, geological, production and other information. Accordingly, the disclosure in this Annual Report describes the Sweetwater Entities’ trona royalty portfolio on an aggregated basis, except where more specific disclosure is necessary to provide full, true and plain disclosure of all material facts. No individual lease, license or similar agreement has been determined to be a material contract; however, the Sweetwater Entities’ trona royalty portfolio, taken as a whole, is material to the Sweetwater Entities’ business.
Based on applicable royalty terms, the reports that the Sweetwater Entities receive from the operators of projects underlying the royalty interests may not include production information specific to the Sweetwater Entities royalty coverage.
The Trona Leases represent approximately 50% of the area coverage of mineral lease holdings applicable to the underlying mining operations and an attributable production rate averaging approximately 48% over the period from 2011 to 2025 based on historical royalty revenue statements.
The Sweetwater Entities are holders of a non-operating royalty interest and do not have the same access to operator-level data as an operating mining company. The Sweetwater Entities’ rights and economic interests are dependent on the terms of the applicable lease and license agreements and on the continued conduct of mining, processing, transportation and sales activities by third-party operators. See “ Risk Factors - Royalties, streams and similar interests may not be honored by operators or counterparties. ”
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The operators mine on BLM land and on the Sweetwater Entities’ land. The historical attributable production (%) for realized attributable production from the KSLA is set forth as follows:
Historical trona production reported by operators in the annual reporting to the State of Wyoming State Mine Inspector’s Office ( Source: State of Wyoming,1949–2026 ), for 2015 to 2025 converted to soda ash equivalent in the Green River Basin is shown in the following figure. Production has been relatively consistent over the last nine years and has ranged between 10.2 and 12.3 million tons. The lower amount is largely attributed to the COVID-19 pandemic in 2020.
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Project Description, Location and Access
The Sweetwater Operations are situated in a developed mining district near the town of Green River, in the county of Sweetwater in the state of Wyoming. The district benefits from access by Interstate 80, regional rail infrastructure and established mining and processing facilities. The Green River Basin has supported commercial trona mining and soda ash production for decades. The Sweetwater Operations are not a single operated mine. Rather, it is a portfolio of mineral and royalty interests underlying producing and exploration-stage trona assets operated by third parties. The figure below shows the location of the operations relative to Highway I-80, existing railways, and the Green River. The figure below outlines the locations of the specific operations that are currently producing or that are currently submitted for permit and license review in the Green River Basin area.
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The Sweetwater Entities hold approximately 250,386 acres of fee mineral interests within the KSLA and approximately 206,278 acres of overlying surface rights. Within this total, the Sweetwater Entities’ material interests are defined by 12 lease and license agreements covering approximately 108,934 acres. An outline of the mineral lease locations is provided in the figure below:
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Age and Condition of Infrastructure
Wyoming State Mine Inspector’s annual reports indicated that trona production began in 1949 at Westvaco using conventional room-and-pillar mining methods and subsequently in 1950 for its Granger Mine. The Big Island Mine opened in 1962 and American Soda Operations followed in 1979.
The Sweetwater Entities do not have specific information about the physical condition of equipment and infrastructure at the sites. As a royalty holder, the Sweetwater Entities did not inspect the processing and refining plants but as evidenced by product sales in royalty production reports, the soda ash processing plants and refining capabilities appear to be maintained and routinely upgraded.
Book Values
The operators do not provide us with the operator’s book value or total cost detail for the property and associated plant and equipment.
History
Commercial trona development in the Green River Basin began after discovery drilling in the late 1930s, with Westvaco producing first trona from Bed 17 in 1949, and the Green River Basin has since supported more than 70 years of continuous trona mining and soda ash production. The mineral lease holdings underlying the current royalty interests are private mineral holdings originally derived from grants under the Pacific Railroad Act of 1864, with ownership history passing through Union Pacific and related successors before vesting in the Sweetwater Entities in 2016.
The production of trona sourced from the Wyoming State Mine Inspectors’ annual reports from 1949-2024 is shown in the figure below ( Source: State of Wyoming, 1949–2026. Annual Report of the State Inspector of Mines of Wyoming, prepared by the State of Wyoming, Department of Workforce Services, Office of the Mine Inspector, Rock Springs, WY, available online at https://dws.wyo.gov/dws-division/state-mine-inspectors-office/annual-reports/) . Production ramped up over the decades as the new mines commenced operations and has held steady since the mid-1990s.
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Property Geology
The Green River Basin of southwestern Wyoming hosts the world’s largest trona resource within the Eocene Green River Formation that was deposited in an alkaline, closed-basin lake system known as Lake Gosiute. This basin developed during the Laramide Orogeny, where surrounding uplifts created a structurally confined foreland basin that facilitated prolonged evaporite accumulation. Trona, sodium sesquicarbonate, which consists of more than 70% sodium carbonate, is often referred to as natural soda as the product of refining trona.
Between approximately 53.5 and 48.5 million years before present (“ YBP ”), Lake Gosiute underwent cyclic climatic fluctuations coupled with prolonged subsidence, which resulted in repeated sequences of lacustrine sedimentation and evaporite formation. These processes produced laterally extensive bedded evaporites with interbeds of oil shale and marlstone rich in disseminated evaporite minerals.
The Green River Formation conformably overlies the fluvial Wasatch Formation and is overlain by the Bridger Formation, reflecting a transition from fluvial to lacustrine and back to fluvial conditions. The Green River Formation is subdivided into three members, in ascending order: Tipton Shale (early lacustrine), Wilkins Peak (hypersaline evaporitic), and Laney (waning lacustrine).
The Wilkins Peak Member is the principal economic unit and comprises interbedded carbonates, mudstones, and evaporites deposited under highly restricted conditions. This member reaches a thickness of up to approximately 1,350 feet (ft) and contains 42 identified trona beds, of which 25 are laterally continuous and economically significant. Deposition occurred within a migrating depocenter, resulting in predictable spatial variability in thickness and grade with beds exhibiting a shallow regional dip of approximately 1–3 degrees (°).
Trona (Na 3 (CO 3 ) (HCO 3 ) 2H 2 O) is an evaporite mineral that precipitates in nonmarine, lacustrine, and highly saline environments. During the middle Eocene epoch (53.5 – 48.5 million YPB), intermittent volcanic activity contributed abundant ash to the depositional environment of ancestral Lake Gosiute. After being aerially deposited into the large alkaline lake, the ash was altered and contributed dissolved ions to the local sediments and lake waters. Major ions in solution likely included Ca, Mg, Na, HCO 3 , SO 4 , and Cl-. In addition to climatic chemical processes – the most notable being evaporation – biogenic processes strongly influenced the solution chemistry and composition of the lake waters from which trona minerals precipitated. The trona deposit model requires local association with soluble, alkalic rocks or detrital material before mineral precipitation.
Typical gangue materials include oil shale, shale, and marlstone. A conventionally mined trona bed commonly exhibits greater than 85% trona grade. Dissolution surfaces and structures are common at and near contact with marlstone or shale interbeds.
Thirteen trona beds (1–4, 12, 14–15, 17, 19–21, 24–25) are considered primary mining targets and support both conventional underground and solution-mining methods.
Properties Description
The Green River Basin is the world’s largest natural soda ash production district, with multiple long-life operations extracting trona from the Wilkins Peak Member of the Green River Formation using conventional underground mining and solution-mining methods.
Conventional underground mining methods dominate production within the Green River Basin, although solution mining has been increasingly adopted to recover additional trona resources and extend the life of the operations. The mines currently operate within Beds 17, 24, and/or 25. Solution mining has become an increasingly important method for recovering trona resources in the Green River Basin for beds that cannot be economically extracted by conventional underground mining techniques.
A summary of the mining methods employed by each operator is provided in the table below.
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Operator
Primary Mining
Method
Primary Mining
Equipment
Secondary Mining
Equipment
WE Soda – Westvaco
Longwall
Longwall Shearer, AFC, Hydraulic Support
BM, Shuttle Car
WE Soda – Granger
Solution
N/A
N/A
Şişecam
Room-and- Pillar
CM, Shuttle Car
N/A
American Soda
Longwall
Longwall Shearer, AFC, Hydraulic Support
BM, Shuttle Car, FCT
Tata
Room-and-Pillar
BM, FCT
CM, Shuttle Car
CM = continuous miner
AFC = Armored Face Conveyor
FCT = Flexible Conveyor Train
Historical trona production for 2016 to 2025, as reported by the operators in the annual reporting to the State of Wyoming State Mine Inspector’s Office ( Source: Annual Report of the State Inspector of Mines of Wyoming, prepared by the State of Wyoming, Department of Workforce Services, Office of the Mine Inspector, Rock Springs, WY, available online at dws.wyo.gov/dws-division/state-mine-inspectors-office/annual-reports/ ) , converted to soda ash equivalent is shown in Figure C-3. Production has been relatively consistent over the last 9 years and ranged between 10.2 and 12.3 Mt. The lower production amount is largely attributed to the 2020 COVID-19 pandemic.
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In addition to the Greenfield solution mines, several expansion initiatives have been disclosed by the operators. WE Soda has disclosed ( Source: WE Soda News Release titled "Acquisition of Genesis Alkali, creating the world’s leading soda ash producer", available online at wesoda.com/news-resources/information-library/acquisition-of-genesis-alkali-creating-the-world-s-leading-soda-ash-producer/ ) a 1.1–1.7 million short tons per annum (“ Mtpa ”) (1.0 – 1.5 million metric tons) expansion at the Westvaco operation as Project West is constructed. WE Soda intends to pipe solution from Project West north to Westvaco until Project West is fully operational. Tata is currently permitting ( Source: WDEQ Public Notice for Tata Chemicals Soda Ash Partners LLC (F000361/A0016112), available online at www.publicnow.com/view/C1C30AAA0E5C2F5BE9309D9A6CA52EC25A43F2C3 ) a 400 thousand tons per annum (“ Ktpa ”) expansion at the Alchem mine, intended to be completed in two 200 Ktpa phases beginning in 2029. Lastly, American Soda is proposing a solution mining expansion to increase production at the American Soda operation, but operational details were not publicly available ( Source: Dry Creek Draft EIS Report submitted for the Dry Creek Trona Mine Project dated August 2024, submitted to the EPA under EIS number 20240146 and available at cdxapps.epa.gov/cdx-enepa-II/public/action/eis/details?eisId=480764 ) .
The Sweetwater Entities do not themselves conduct mining operations. Their economic exposure is derived from the production and sale of soda ash by third-party operators to the extent such production is subject to the applicable lease and royalty arrangements.
Infrastructure
The Green River Basin is a mature mining district with established infrastructure supporting trona mining and soda ash production. The area benefits from highway access, including Interstate 80, regional rail infrastructure, and integrated mining and processing facilities associated with long-standing operations in the Green River Basin. Regional electrical power generation and distribution is sufficient and reliable. The communities of Green River and Rock Springs are well-established and provide strong mining and industrial support capabilities and workforce.
The following descriptions are compiled from public permitting records submitted to state regulators by the operators. All plant facilities are accessible by spur rails, which connect to a nearby east-west main rail controlled by Union Pacific. A contract railyard is available along La Barge Road (Highway 372) to allow for the assembly of unit trains.
Natural gas is used to produce process steam for soda ash production and at facilities with on-site power generation. During winter, natural gas is used by mines for heating the mine air intake.
With the exception of the American Soda plant, all operations have on-site power generation. American Soda’s power is purchased from Pacific Corp. (Rocky Mountain Power).
• WE Soda: Power for the Westvaco and Granger operations is produced from two natural gas plants with a combined output of 41.5 megawatts, with additional power purchased from a 65-megawatt plant owned by Rocky Mountain Power.
• Şişecam: Power for the Big Island operation is produced from a 25-megawatt natural gas plant.
• Tata: Power for the Tata operation is produced from a 30-megawatt natural gas plant.
The operators use fresh surface water for power generation and solution mining. Water is provided by water rights accessed by pumping from the Green River, as described in the table below, as provided by WDEQ permitting documents ( Source: Green River Basin Plan: Basin Water Use Profile – Industrial, prepared by Purcell Consulting, P.C., for the Wyoming State Water Planning Team, Cheyenne, WY, available online at https://waterplan.state.wy.us/plan/green/techmemos/induse.html ). Water consumption is estimated based on the process to produce soda ash from mechanical mining, using 200 gallons per ton of soda ash, and the water requirement of the on-site power plant is 250 gallons per ton of soda ash.
Entity
Water Rights
Priority
Notes
WE Soda – Granger
22808 – 5.0 cfs
7032 Enl. – 2.5 cfs
7/7/1996
7/1/1992
Water is supplied by an 8-mile pipeline from the Green River.
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WE Soda – Westvaco
20077 – 17.0 cfs
8/27/1946
Project West plans to use these rights for the Greenfields project.
Tata - Alchem
22748 – 6.5 cfs
12/27/1963
Water is diverted from the Green River and delivered to the plant via a 7-mile pipeline.
Şişecam – Big Island Mine
22075 – 8.72cfs
2/1/1960
Water for the plant is pumped from the Green River through two 18-inch steel pipelines, which are both approximately 7,000 ft long.Pacific Soda plans to use these rights for the Dry Creek Trona Greenfields project.
American Soda
26126 – 5.0 cfs
12/4/1978
Water is diverted from the Green River and delivered to the plant via a 15-mile pipeline with a 1-million-gallon surge pond.
cfs – cubic feet per second
Şişecam, Tata, and WE Soda – Granger use an on-site landfill for solid-waste disposal. The landfills are only used by the operations and are filled with general plant waste (e.g., paper, cans, plastics, and food waste).
Land tenure in the project area includes federal, state and private mineral holdings. Operations are conducted under established permitting frameworks administered by applicable federal and state agencies, including permitting and reclamation oversight for both conventional underground mining and solution-mining activities.
Permitting and Encumbrances
Existing operations are reported to hold the mining permits required for their activities and are expected to maintain those permits in good standing. Publicly available permitting, compliance and operational information includes records from the WDEQ, BLM materials and other regulatory sources.
Title, permitting and environmental information regarding the material lease agreements and related operations is based on information available to the Sweetwater Entities, publicly available regulatory records, operator-submitted materials and third-party diligence materials reviewed by the Company. The Company has not obtained or filed a technical report summary under S-K 1300 with respect to the Sweetwater Operations, and none of the above-referenced sources are incorporated by reference into this Annual Report.
As a royalty holder, the Sweetwater Entities are exposed indirectly to infrastructure, permitting, compliance, environmental and related operational risks affecting the underlying operators. The Sweetwater Entities’ mineral interests are subject to risks relating to title, access, permitting, environmental compliance, water supply and transportation logistics. Mineral and lease interests depend on the continuing validity and interpretation of the applicable lease and license agreements and on the maintenance of required mining, reclamation, air, water, waste management and other regulatory approvals by the underlying operators. Although existing operators and projects are reported to have sufficient water rights, access to water could be affected by broader regional constraints, and rail capacity in the Green River Basin may limit future production growth and product movement. Environmental, geological and operational issues affecting the underlying operations, including reclamation and bonding requirements and localized mine-specific conditions, could also adversely affect the royalty interests. See “ Risk Factors - Risks faced by owners and operators of the properties underlying the Company’s interests. ”
Recent Updates
WE Soda stated in its annual report to shareholders for fiscal year 2025, available on the company’s website, that production reached 9.3 million metric tonnes for the company’s operations in 2025 and that they see a pathway ahead to grow their annual production to 11.0 million metric tonnes in the coming years. WE Soda state total production from their U.S. assets of 4.3 million metric tons in fiscal year 2025. WE Soda state that, in the ten months of 2025 following their acquisition of the assets, production increased by 6.5% and unit costs decreased by 11.7%. Safety performance also improved materially, with a 20% reduction in safety-related citations.
WE Soda state that there have been headwinds, including recent developments in the Middle East that will impact the industry – and the industries they serve. WE Soda states that energy accounts for more than 50% of the cost of production of soda ash (whether synthetic or natural) and higher energy prices will inevitably increase it further. For
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WE Soda, this has less impact than for synthetic competitors because the company’s energy intensity is much lower and, in the US, natural gas prices in Wyoming have been relatively unaffected. WE Soda further stated that, although this will also impact global soda ash demand, particularly for many glass applications, it will also likely accelerate the pace at which uncompetitive, higher cost manufacturing capacity is taken out of the market. WE Soda have already seen almost one million metric tonnes of capacity permanently closed in the U.S. and they expect that they will see similar capacity closures in other markets, including Europe and China.
In its quarterly results for the quarter ended May 27, 2026, WE Soda disclosed that there were operational issues at the Westvaco operation related to groundwater, but that the issues had been resolved. They state that they have chosen to marginally reduce production volumes in certain units and now estimate that, combined, these will result in a net production and sales loss of approximately 200,000 metric tonnes during fiscal year 2026, up from the original 120,000 metric tonnes. WE Soda further stated that they dissolved their port development JV with Şişecam that had been developing a new soda ash export port in Stockton, California. They stated with their acquisition of Alkali and ANSCA supply chain infrastructure in 2025, they now have sufficient controlled export capacity (and future development potential) to be able to export all their current and planned export volumes from Wyoming, including export volumes from any greenfield development.
Tata Chemicals stated in their fourth quarter presentation for the 2026 fiscal year, available on the company’s website, total sales of 524,000 metric tonnes of soda ash for the U.S. operations in the quarter and total sales of 2,268,000 metric tonnes of soda ash for fiscal year 2026.
Solvay and Sisicam, as very large and complex chemical entities, did not break down disclosure in enough granularity to allow an update specific to Wyoming soda ash operations.
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