Uranium Royalty Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company became the reporting issuer upon the closing of the Arrangement on July 27, 2026. As the Arrangement had not yet closed as of April 30, 2026, the evaluation of disclosure controls and procedures described below was conducted with respect to the disclosure controls and procedures of the Company’s predecessor, Uranium Royalty Corp. (Canada), which was the operating entity during the fiscal year ended April 30, 2026. Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of Uranium Royalty Corp. (Canada)’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of April 30, 2026). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of April 30, 2026, Uranium Royalty Corp. (Canada)’s disclosure controls and procedures were effective. Our 92% ownership interest in the Sweetwater Entities was acquired on July 27, 2026, and therefore were not included in the scope of the evaluation of disclosure controls and procedures as of April 30, 2026. It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate over time. As discussed above, the Company became the reporting issuer upon the closing of the Arrangement on July 27, 2026. As the Arrangement had not yet closed as of April 30, 2026, this report on internal control over financial reporting reflects the assessment of Uranium Royalty Corp. (Canada)’s internal control over financial reporting as of April 30, 2026. Our management, including our chief executive officer and chief financial officer, has assessed the effectiveness of Uranium Royalty Corp. (Canada)’s internal control over financial reporting as of April 30, 2026, based on the criteria established in the “2013 Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has concluded that, as of April 30, 2026, Uranium Royalty Corp. (Canada)’s internal control over financial reporting was effective. Our 92% ownership interest in the Sweetwater Entities was acquired on July 27, 2026, in connection with the closing of the Arrangement. Management’s assessment of the effectiveness of internal control over financial reporting as of April 30, 2026, excludes the internal controls of the Sweetwater Entities, as the acquisition occurred after the end of the fiscal year. We expect to integrate the Sweetwater Entities into our assessment of internal control over financial reporting within the timeframe provided by SEC guidance, which permits management to exclude an acquired business from its assessment for up to one year following the acquisition date. 99 This Annual Report does not include an attestation report of our registered public accounting firm on internal control over financial reporting because we do not qualify as an accelerated or a large accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Changes in Internal Control over Financial Reporting There have been no changes in Uranium Royalty Corp. (Canada)’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our last completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As noted above, the closing of the Arrangement occurred subsequent to the fiscal year-end. We anticipate that the integration of the Sweetwater Entities’ operations and the transition to U.S. domestic reporting requirements may result in changes to internal control over financial reporting in future periods, which will be disclosed as applicable. Item 9B. Other Information None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended April 30, 2026. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 100 PART III Item 10. Directors, Executive Officers and Corporate Governance Except as set forth below, the information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after April 30, 2026, and is incorporated by reference into this report. Code of Business Conduct and Ethics The Company has adopted a Code of Business Conduct and Ethics that applies to all of its officers, directors and employees, including its Principal Executive, Principal Financial and Principal Accounting Officers, or persons performing similar functions. We have posted a copy of our Code of Business Conduct and Ethics on the “Corporate Governance” section of our website at https://www.uraniumroyalty.com/company/corporate-governance/. We intend to disclose future amendments to certain provisions of the Code of Business Conduct and Ethics, and waivers of the Code of Business Conduct and Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver. Item 11. Executive Compensation The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after April 30, 2026, and is incorporated by reference into this report. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after April 30, 2026, and is incorporated by reference into this report. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after April 30, 2026, and is incorporated by reference into this report. Item 14. Principal Accountant Fees and Services The information required by this item will be included in our proxy statement for our 2026 stockholders’ meeting to be filed with the SEC within 120 days after April 30, 2026, and is incorporated by reference into this report. 101 PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report. (1) Financial Statements Our consolidated financial statements are listed under the heading “Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedules All schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements and related notes. (3) Exhibits 102 Exhibit Description of Exhibit 3.1 Amended and Restated Certificate of Incorporation of Uranium Royalty Corp. (Delaware) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 3.2 Amended and Restated Bylaws of Uranium Royalty Corp. (Delaware) (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 3.3 Certificate of Designation of Class A Preferred Stock and Class B Preferred Stock of Uranium Royalty Corp. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 4.1* Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. 4.2 Voting and Exchange Trust Agreement, dated July 27, 2026, by and among Uranium Royalty Corp. (Delaware), UROY CallCo ULC, UROY Exchange Co. Ltd. and Computershare Trust Company of Canada, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.1 Arrangement Agreement, dated April 16, 2026, by and among Uranium Royalty Corp. (Canada), the Orion Sellers and HRG Metals LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.2 Investors Rights Agreement, dated as of July 27, 2026, by and among Uranium Royalty Corp. (Delaware), Orion Resource Partners (USA) LP and Ontario Teachers’ Pension Plan Board (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.3 Exchangeable Share Support Agreement, dated July 27, 2026, by and among Uranium Royalty Corp. (Delaware), UROY CallCo ULC and UROY ExchangeCo Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.4# Executive Employment Agreement, dated as of May 23, 2025, by and between Uranium Royalty Corp. (Canada) and Andrew Marshall (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.5# Consulting Agreement, dated as of October 22, 2019, by and between Uranium Royalty Corp. (Canada) and Castle Rock Uranium LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.6# Independent Contractor Amendment Agreement, dated as of June 10, 2026, by and between Uranium Royalty Corp. (Canada) and Darcy Hirsekorn, as amended (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.7# Long-Term Incentive Plan of Uranium Royalty Corp. adopted July 27, 2026 (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.8# Form of Option Award Agreement under the Uranium Royalty Corp. 2026 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.9# Form of Indemnification Agreement between Uranium Royalty Corp. and each of its directors and executive officers (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on July 28, 2026). 10.10*† Note Purchase Agreement, dated as of August 19, 2020, by and among Sweetwater Royalties LLC and the purchasers party thereto, relating to the 5.32% Senior Secured Notes due September 30, 2040. 19.1* Insider Trading Policy of Uranium Royalty Corp. 21.1* List of Subsidiaries of the Registrant. 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer. 103 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer. 32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer. 32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer. 97.1* Compensation Recovery Policy of Uranium Royalty Corp. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definitions Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith # Management contract or compensatory plan or arrangement † Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the Securities and Exchange Commission. Item 16. Form 10-K Summary None. 104 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. URANIUM ROYALTY CORP. Date: July 28, 2026 By: /s/ Scott Melbye Name: Scott Melbye Title: Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Scott Melbye Chief Executive Officer, President and Director July 28, 2026 Scott Melbye (Principal Executive Officer) /s/ Andrew Marshall Chief Financial Officer and Corporate Secretary July 28, 2026 Andrew Marshall (Principal Financial Officer and Principal Accounting Officer) /s/ Amir Adnani Chairman of the Board July 28, 2026 Amir Adnani /s/ Vina Patel Director July 28, 2026 Vina Patel /s/ Neil Gregson Director July 28, 2026 Neil Gregson /s/ Ken Robertson Director July 28, 2026 Ken Robertson /s/ Donna Wichers Director July 28, 2026 Donna Wichers 105