Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our shares of common stock are listed for trading on the Nasdaq Capital Market under the symbol “UROY”.
As of the date of this Annual Report, there were 381,067,318 shares of common stock outstanding. Certain shares of our common stock are held in “street” name and thus the actual number of beneficial owners of such shares is not known or included in the foregoing number.
Dividends
We have never declared or paid any dividends on its common shares. We currently intend to retain any future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any future indebtedness and other factors that our board of directors deems relevant.
Unregistered Sales of Securities
In connection with the Arrangement, we issued, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof, 153,957,874 shares of common stock to the shareholders of Uranium Royalty Corp. (Canada) in exchange for their common shares of Uranium Royalty Corp. (Canada) on a 1:1 basis pursuant to the court-approved Arrangement.
In connection with the Arrangement, ExchangeCo issued, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof, 3,856,695 Exchangeable Shares to the shareholders of Uranium Royalty Corp. (Canada) who made a valid election to receive such shares in exchange for their common shares of Uranium Royalty Corp. (Canada) on a 1:1 basis pursuant to the court-approved Arrangement. The Exchangeable Shares may be exchanged, at the holder’s election, for our shares of common stock on a 1:1 basis pursuant to the Voting and Exchange Trust Agreement pursuant to Regulation S under the Securities Act.
In connection with the Arrangement, we issued, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof, 1,538,150 URC replacement options to the holders of then-outstanding share purchase options issued by Uranium Royalty Corp. (Canada) in exchange for such share purchase options on a 1:1 basis pursuant to the court-approved Arrangement.
In connection with the Arrangement, we issued 223,252,749 shares of common stock to the Sweetwater Investors at a deemed value of US$3.64 per share in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof.
In connection with the exchangeable share structure, we issued one share of Class A preferred stock to an affiliated entity of Orion, and one share of Class B preferred stock to HRG, in each case in connection with the Arrangement Agreement, and one special voting share in the capital of the Company (the “ Special Voting Share ”) to the Trustee, to be held for the benefit of holders of Exchangeable Shares. The Special Voting Share entitles the trustee, as holder of record, to that number of votes at meetings of holders of the Company’s common stock equal to the number of Exchangeable Shares outstanding from time to time, excluding Exchangeable Shares held by the Company and its
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affiliates, and the trustee is required to exercise those voting rights in accordance with instructions received from holders of Exchangeable Shares.
Item 6. [Reserved]
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