Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
UNDER the Securities Exchange Act of 1934

For the month of December 2023
Commission File No.: 001-40359

Uranium Royalty Corp.
(Translation of registrant’s name into English)

Suite 1830, 1188 West Georgia Street

Vancouver, British Columbia, V6E 4A2, Canada
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☐ Form 40-F ☒

iNCORPORATION bY rEFERENCE

Exhibits 99.1 through 99.4 contained in this Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-10, as amended (Registration No. 333-272534) of Uranium Royalty Corp. (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements 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: December 13, 2023	By:	/s/ Josephine Man
	Name:	Josephine Man
	Title:	Chief Financial Officer

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1		Condensed interim consolidated financial statements for the three and six months ended October 31, 2023
99.2		Management’s discussion and analysis for the three and six months ended October 31, 2023
99.3		Certification of Chief Executive Officer
99.4		Certification of Chief Financial Officer

Exhibit 99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023

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


		As at October 31, 2023		As at April 30, 2023
	Notes	($)		($)
Assets
Current Assets
Cash and cash equivalents	3		62,062		14,306
Restricted cash	3		110		110
Short-term investments	4		17,631		38,340
Inventories	5		104,211		85,561
Prepaids and other receivables			4,162		511
			188,176		138,828

Non-current Assets
Right-of-use asset			—		96
Royalties	6		47,050		46,864
			47,050		46,960

			235,226		185,788

Liabilities
Current Liabilities
Accounts payable and accrued liabilities			972		549
Government loan payable			—		40
Margin loan payable	7		—		9,726
Current portion of lease liability			—		21
			972		10,336
Non-current Liability
Non-current portion of lease liability			—		83
			—		83

			972		10,419
Equity
Issued capital	8		212,407		167,277
Reserves	8		6,361		6,319
Retained earnings/(accumulated deficit)			3,863		(11,855	)
Accumulated other comprehensive income			11,623		13,628
			234,254		175,369
			235,226		185,788

Commitments (Note 12)

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

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


	Notes	For the three months ended October 31,						For the six months ended October 31,
		2023			2022			2023			2022
		($)			($)			($)			($)
Revenue
Sales of uranium inventory			15,318			—			15,318			—
Cost of sales
Cost of uranium inventory			(11,054	)		—			(11,054	)		—
Gross profit			4,264			—			4,264			—

Expenses
Salaries and directors' fees	10		(266	)		(236	)		(525	)		(436	)
Office and administration			(1,789	)		(609	)		(2,173	)		(953	)
Professional fees and insurance			(403	)		(548	)		(854	)		(830	)
Transfer agent and regulatory fees			(225	)		(198	)		(597	)		(338	)
Share-based compensation			(381	)		(269	)		(428	)		(737	)
Operating income (loss) for the period			1,200			(1,860	)		(313	)		(3,294	)

Other items
Other income			—			—		10				—
Interest expense			—			(429	)		(2	)		(820	)
Interest income			93			10			94			10
Net foreign exchange gain (loss)			1,047			(835	)		966			(764	)
Income (loss) before taxes			2,340			(3,114	)		755			(4,868	)
Deferred income tax recovery			1,150			848			1,693			153
Net income (loss) for the period			3,490			(2,266	)		2,448			(4,715	)

Other comprehensive income
Items that will not subsequently be re-classified to net income:
Gain on revaluation of short-term investments	4		8,521			6,325			12,542			1,174
Deferred tax expense on short-term investments	4		(1,150	)		(848	)		(1,693	)		(153	)
Item that may subsequently be re-classified to net income:
Foreign currency translation differences			884			944			416			884
Total other comprehensive income for the period			8,255			6,421			11,265			1,905

Total comprehensive income (loss) for the period			11,745			4,155			13,713			(2,810	)

Net income (loss) per share
Basic earnings (loss) per share			0.03			(0.02	)		0.02			(0.05	)
Diluted earnings (loss) per share			0.03			(0.02	)		0.02			(0.05	)
Weighted average number of shares outstanding
Basic	8		102,699,912			97,200,448			101,353,526			96,633,493
Diluted	8		110,142,138			97,200,448			113,230,542			96,633,493

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

    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			Retained Earnings/ (Accumulated Deficit)			Accumulated Other Comprehensive Income			Total
	Notes	Shares		($)			($)			($)			($)			($)
Balance at April 30, 2022			95,546,314		152,444			5,488			(12,143	)		18,847			164,636
Common shares issued upon exercise of warrants			6,000		14			(2	)		—			—			12
At-the-Market offering:
Common shares issued for cash			2,066,319		7,606			—			—			—			7,606
Agents' fees and issuance costs			—		(191	)		—			—			—			(191	)
Share-based compensation			—		—			737			—			—			737
Net loss for the period			—		—			—			(4,715	)		—			(4,715	)
Total other comprehensive income			—		—			—			—			1,905			1,905
Balance at October 31, 2022			97,618,633		159,873			6,223			(16,858	)		20,752			169,990
Common shares issued upon exercise of warrants			184,894		416			(46	)		—			—			370
Common shares issued upon exercise of options			37,500		179			(48	)		—			—			131
At-the-Market offering:
Common shares issued for cash			1,962,702		6,983			—			—			—			6,983
Agents' fees and issuance costs			—		(174	)		—			—			—			(174	)
Transfer of other comprehensive income to accumulated deficit upon disposal of short-term investments			—		—			—			6,131			(6,131	)		—
Share-based compensation			—		—			190			—			—			190
Net loss for the period			—		—			—			(1,128	)		—			(1,128	)
Total other comprehensive loss			—		—			—			—			(993	)		(993	)
Balance at April 30, 2023			99,803,729		167,277			6,319			(11,855	)		13,628			175,369
Common shares issued upon exercise of warrants	8		1,539,300		3,465			(386	)								3,079
Public offering:
Common shares issued for cash	8		10,205,000		40,948			—			—			—			40,948
Underwriters' fees and issuance costs	8		—		(2,729	)		—			—			—			(2,729	)
At-the-Market offering:
Common shares issued for cash	8		870,910		3,534			—			—			—			3,534
Agents' fees and issuance costs	8		—		(88	)		—			—			—			(88	)
Transfer of other comprehensive income to retained earnings upon disposal of short-term investments	4		—		—			—			13,270			(13,270	)		—
Share-based compensation	8		—		—			428			—			—			428
Net income for the period			—		—			—			2,448			—			2,448
Total other comprehensive income			—		—			—			—			11,265			11,265
Balance at October 31, 2023			112,418,939		212,407			6,361			3,863			11,623			234,254

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

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


	For the six months ended October 31,
	2023			2022
	($)			($)
Operating activities
Net income (loss) before tax for the period		755			(4,868	)
Adjustments for:
Depreciation		6			12
Interest expense		2			820
Interest income		(94	)		(10	)
Share-based compensation		428			737
Others		(18	)		—
Net foreign exchange (gain) loss		(1,012	)		934
Net changes in non-cash working capital items:
Inventories		(18,421	)		(7,512	)
Prepaids and other receivables		333			1,973
Accounts payable and accrued liabilities		423			165
Cash used in operating activities		(17,598	)		(7,749	)

Investing activities
Interest received		60			11
Net proceeds from sale of short-term investments		30,070			—
Investment in short-term investments		(769	)		(1,559	)
Restricted cash deposit		—			587
Cash generated from (used in) investing activities		29,361			(961	)

Financing activities
Proceeds from public offering, net of underwriters' fees and issuance costs		38,219			—
Proceeds from At-the-Market offering, net of agents' fees and issuance costs		3,446			7,299
Proceeds from common shares issued upon exercise of options and warrants		3,079			12
Net proceeds/(repayment) of margin loan		(9,559	)		2,179
Repayment of government loan		(30	)		—
Payments of lease liability		(7	)		(13	)
Interest and fees paid		(167	)		(625	)
Cash generated from financing activities		34,981			8,852

Effect of exchange rate changes on cash		1,012			2

Net increase in cash and cash equivalents		47,756			144
Cash and cash equivalents
Beginning of period		14,306			4,385
End of period		62,062			4,529

Supplemental cash flow information (Note 13)

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

    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, investing in companies with exposure to uranium and trading in physical 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 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2, Canada.

The Company was listed on the TSX Venture Exchange (the "TSX-V"). Effective as of market close on July 5, 2023, the Company was delisted from the TSX-V and effective on July 6, 2023, the Company is listed on the Toronto Stock Exchange (the "TSX" and together with the TSX-V, as applicable, the "Exchange"). The Company's common shares and 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 under the symbols "URC" and "URC.WT", respectively. The Company's common shares are traded on the NASDAQ Capital Market under the symbol "UROY".

2. Basis of Preparation

2.1 Statement of compliance

The Company's 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, 2023.

These condensed interim consolidated financial statements were authorized for issue by the Company's board of directors on December 13, 2023.

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, 2023. 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 its wholly-owned subsidiaries, being Uranium Royalty (USA) Corp. ("URUSA") and Reserve Minerals, LLC ("RM"). Subsidiaries are consolidated from the date the Company obtains control, and continue to be consolidated until the date that control ceases. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

All inter-company transactions, balances, income and expenses are eliminated through the consolidation process.

The accounts of URUSA and RM are prepared for the same reporting period as the parent company, using consistent accounting policies. The functional currency of URUSA and RM is the United States dollar. Foreign operations are translated into Canadian dollars using the period end exchange rate as to assets and liabilities and the average exchange rate as to income and expenses. All resulting exchange differences are recognized in other comprehensive income.

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

3. Cash and cash equivalents and Restricted Cash

As at October 31, 2023, the Company held cash and cash equivalents of $62,062 (April 30, 2023: $14,306). In addition, the Company held restricted cash of $110 (April 30, 2023: $110). Restricted cash held at October 31, 2023 relates to security for a corporate credit card.

4. Short-term Investments


	As at October 31, 2023			As at April 30, 2023
	($)			($)
Fair value, at the beginning of the period/year		38,340			51,787
Additions for the period/year		769			2,996
Disposals for the period/year		(34,020	)		(16,551	)
Fair value adjustment due to foreign exchange rate change for the period/year		(79	)		1,742
Fair value adjustment due to share price change for the period/year		12,621			(1,634	)
Fair value, at the end of the period/year		17,631			38,340

As at October 31, 2023, the fair value of the Company's investment in Yellow Cake plc ("Yellow Cake") and Queen's Road Capital Investment Ltd. ("QRC") is $11,096 (April 30, 2023: $32,091) and $6,535 (April 30, 2023: $6,249), respectively.

Pursuant to an agreement between 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$21.25 million worth of U3O8 as at October 31, 2023. 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 and common shares of QRC are listed on the Alternative Investment Market of the London Stock
Exchange and the TSX, respectively. During the six months ended October 31, 2023, the Company sold a portion of its shares in Yellow Cake for proceeds of $34,020, of which $30,070 had been received by the Company as at October 31, 2023 (Note 13). The Company realized a gain of $15,341 (2022: $Nil) which had already been included in accumulated other comprehensive income. This gain was transferred to retained earnings net of tax of $2,071 (2022: $Nil).

During the three and six months ended October 31, 2023, the Company recognized a change in fair value of short-term investments in an aggregate of $8,521 and $12,542 (2022: $6,325 and $1,174) and deferred income tax expense of $1,150 and $1,693 (2022: $848 and $153) in other comprehensive income, respectively.

Subsequent to October 31, 2023, the Company disposed all of the remaining Yellow Cake ordinary shares for gross proceeds of approximately $11.4 million.

5. Inventories

As at October 31, 2023, the Company holds 1,749,106 pounds U3O8 (April 30, 2023: 1,548,068 pounds U3O8). The carrying value of $104,211 (April 30, 2023: $85,561) includes the Company's entitlement of the production from the McArthur River mine of 1,038 pounds U3O8 for calendar year 2022 ,and an accrual for the Company's royalty in-kind payment from January 1, 2023 to October 31, 2023. The accrued royalty in-kind payment is pro-rated based on the planned production of 14 million pounds U3O8 from the McArthur River mine, as published by the operator, for the calendar year 2023.

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

6. Royalties


	Royalties			Royalty Options			Total
	($)			($)			($)
Balance, as at April 30, 2022		43,880			143			44,023
Foreign currency translation		883			—			883
Balance, as at October 31, 2022		44,763			143			44,906
Additions		2,313			(143	)		2,170
Depletion		(147	)		—			(147	)
Foreign currency translation		(65	)		—			(65	)
Balance, as at April 30, 2023		46,864			—			46,864
Depletion		(231	)		—			(231	)
Foreign currency translation		417			—			417
Balance, as at October 31, 2023		47,050			—			47,050


	Cost						Accumulated Depletion									Carrying Amount
	April 30, 2023		Foreign Currency Translation		October 31, 2023		April 30, 2023			Depletion			October 31, 2023			October 31, 2023
	($)		($)		($)		($)			($)			($)			($)
Anderson project		7,751		184		7,935		—			—			—			7,935
Church Rock project		792		19		811		—			—			—			811
Cigar Lake project		4,704		—		4,704		—			—			—			4,704
Dawn Lake project		282		—		282		—			—			—			282
Dewey-Burdock project		1,445		34		1,479		—			—			—			1,479
Energy Queen project		68		2		70		—			—			—			70
Lance project		1,781		42		1,823		—			—			—			1,823
Langer Heinrich project		2,822		—		2,822		—			—			—			2,822
McArthur River project		11,543		—		11,543		(147	)		(231	)		(378	)		11,165
Michelin project		4,262		—		4,262		—			—			—			4,262
Reno Creek project		305		7		312		—			—			—			312
Roca Honda project		167		4		171		—			—			—			171
Roughrider project		5,923		—		5,923		—			—			—			5,923
San Rafael project		546		13		559		—			—			—			559
Slick Rock project		3,076		74		3,150		—			—			—			3,150
Whirlwind project		68		2		70		—			—			—			70
Workman Creek project		1,476		36		1,512		—			—			—			1,512
		47,011		417		47,428		(147	)		(231	)		(378	)		47,050

The Company's royalties are detailed below:

Anderson, Slick Rock and Workman Creek Projects

The Company holds a 1% net smelter return royalty for uranium on Anderson project, Slick Rock project, and Workman Creek project in the USA.

Michelin Project

The Company holds a 2% gross revenues royalty on the Michelin property in Canada.

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

6. Royalties (continued)

Church Rock and Roca Honda Projects

The Company holds a 4% net smelter return royalty on the Church Rock property and a 4% gross revenues royalty on a portion of the Roca Honda property in the USA. The Roca Honda royalty is 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.

Dewey-Burdock Project

The Company holds a 30% net proceeds royalty and a 2% to 4% gross value royalty on a portion of the Dewey-Burdock property in the USA.

Lance Project

The Company holds a 4% gross revenues royalty on a portion of the Lance property and an additional 1% gross revenues royalty which covers the entirety of the current permitted project area in the USA.

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.

Reno Creek Project

The Company holds a 0.5% net profit interest royalty, with a maximum amount payable thereunder of US$2.5 million, on a portion of the Reno Creek property in the USA.

Roughrider Project

The Company holds a 1.97% net smelter return royalty on the Roughrider property in Canada.

Energy Queen, San Rafael and Whirlwind Projects

The Company holds a 1% gross value royalty on portions of the Energy Queen project, a 2% net smelter return royalty on portions of the San Rafael project and a 2% to 4% sliding scale gross value royalty on portions of the Whirlwind project in the USA. The Company may choose to take product payment in physical ore or concentrates produced from the Energy Queen and Whirlwind projects.

Cigar Lake, McArthur River and Dawn Lake Projects

The Company holds (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 profit interest ("NPI") royalty on a 3.75% share of overall uranium production, drawn from Orano's approximate 40.453% ownership interest in the Waterbury Lake / Cigar Lake project (the "Waterbury Lake / Cigar Lake Project") located in Saskatchewan, Canada, and (iii) a 10% to 20% sliding scale NPI on a 7.5% share of overall uranium production from the Dawn Lake project located in Saskatchewan, Canada.

The Company has elected to receive royalty proceeds from the re-started McArthur River mine through delivery of physical uranium. As a result, the Company recorded a depletion of $86 and $231 (2022: $Nil and $Nil) on the McArthur River royalty and an increase in inventory by the same amount during the three and six months ended October 31, 2023, respectively. On August 31, 2023, Orano settled the royalty payments related to the production from the McArthur River mine for calendar year 2022 by delivering 1,038 pounds U3O8 to the Company's storage account at Blind River in Canada.

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

7. Margin Loan Payable

On May 7, 2021, as amended and restated on January 17, 2023, the Company established a margin loan facility for a maximum amount of approximately $18,552 (US$15 million) (the "Facility"). The margin loan was subject to an interest rate of Adjusted Term SOFR Rate plus 5.50% per annum and the unutilized portion of the Facility was subject to a standby fee of 2.50% per annum. The Adjusted Term SOFR Rate meant on any date the Term SOFR Reference Rate published by CME Group Benchmark Administration Limited for the tenor comparable to the applicable interest period, plus credit spread adjustment.

The Facility was secured by a pledge of all the shares of Yellow Cake held by the Company (Note 4). The Facility was fully settled and extinguished on May 3, 2023.

The following outlines the movement of the margin loan:


	US$'000			$
Balance, as at April 30, 2022		10,047			12,908
Draw-down		8,000			10,696
Less: principal payment		(11,121	)		(14,864	)
Interest expense		1,270			1,628
Interest paid		(1,019	)		(1,348	)
Unrealized foreign exchange loss		—			706
Balance, as at April 30, 2023		7,177			9,726
Less: principal payment		(7,054	)		(9,559	)
Interest paid		(123	)		(167	)
Balance, as at October 31, 2023		—			—

8. Issued Capital

8.1 Common Shares

The authorized share capital of the Company is comprised of an unlimited number of common shares and an unlimited number of preferred shares issuable in series without par value.

At-the-Market Equity Program

On August 18, 2021, the Company entered into an equity distribution agreement (the "2021 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 2021 Distribution Agreement allowed 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 were 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 were sold at the prevailing market price at the time of sale. The 2021 Distribution Agreement was terminated on September 1, 2022.

On September 1, 2022, the Company renewed its ATM Program that allowed the Company to distribute up to US$40 million (or the equivalent in Canadian dollars) of ATM Shares to the public from time to time, through the Agents, at the Company's discretion. The ATM Shares sold under the ATM Program were sold at the prevailing market price at the time of sale. Sales of ATM Shares were made pursuant to the terms of an equity distribution agreement dated September 1, 2022 (the "2022 Distribution Agreement"). The 2022 Distribution Agreement was terminated on July 14, 2023.

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

8. Issued Capital (continued)

8.1 Common Shares (continued)

On August 8, 2023, the Company renewed its ATM Program that allows the Company to distribute up to US$40 million (or the equivalent in Canadian dollars) of ATM Shares 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. Sales of ATM Shares will be made pursuant to the terms of an equity distribution agreement dated August 8, 2023 (the "2023 Distribution Agreement"). Unless earlier terminated by the Company or the Agents as permitted therein, the 2023 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, 2024.

During the six months ended October 31, 2023, the Company issued 870,910 common shares under the 2023 ATM Program for gross proceeds of $3,534, with aggregate commissions paid or payable to the Agents and other share issue costs of $88.

Public Offering

On October 17, 2023, the Company completed a public offering by way of short form prospectus of 10,205,000 common shares (the "Offered Shares") at a price of US$2.94 per Offered Share (the "Offering Price") for gross proceeds of $40,948. Pursuant to an underwriting agreement dated October 11, 2023, among the Company and the underwriters, the Company granted the underwriters an over-allotment 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 1,530,750 common shares. The underwriters did not exercise the overallotment option and it expired on November 16, 2023. Uranium Energy Corp., a shareholder and related party of the Company, purchased 1,930,750 Offered Shares, representing approximately 19% of the number of Offered Shares, under the public offering.

8.2 Reserves

Common Share Purchase Warrants and Options

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


	Warrants			Share Options			Total
	($)			($)			($)
Balance, as at April 30, 2022		4,430			1,058			5,488
Common shares issued upon exercise of options		(2	)		—			(2	)
Share-based compensation		—			737			737
Balance, as at October 31, 2022		4,428			1,795			6,223
Common shares issued upon exercise of warrants		(46	)		—			(46	)
Common shares issued upon exercise of options		—			(48	)		(48	)
Share-based compensation		—			190			190
Balance, as at April 30, 2023		4,382			1,937			6,319
Common shares issued upon exercise of warrants		(386	)		—			(386	)
Share-based compensation		—			428			428
Balance, as at October 31, 2023		3,996			2,365			6,361

During the six months ended October 31, 2023, 1,539,300 warrants were exercised. 15,854,648 warrants were outstanding as at October 31, 2023.

As at October 31, 2023, there are 15,759,060 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.

Subsequent to October 31, 2023, 316,700 Listed Warrants were exercised for $633.

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

8. Issued Capital (continued)

8.2 Reserves (continued)

Share Options

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


	Number of options		Weighted Average Exercise Price ($)
Balance at April 30, 2023		1,196,000		3.50
Granted		451,300		2.95
Balance at October 31, 2023		1,647,300		3.35

On August 21, 2023 and August 29, 2023, the Company granted 418,800 and 32,500 share options at an exercise price of $2.92 per share and $3.30 per share to certain directors, officers, employees and consultants of the Company, respectively. These options are valid for a period of five years. The options 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.

The weighted average fair value of the share options granted was $1.67 per share and it was estimated at the date of grants using the Black-Scholes option pricing model with the following weighted average assumptions:


Risk-free interest rate	4.28	%
Expected life (years)	4.00
Expected volatility	71.83	%
Expected dividend yield	0.00	%
Estimated forfeiture rate	3.63	%

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.

Subsequent to October 31, 2023, the Company granted 50,000 share options at an exercise price of $3.76 per share to a consultant of the Company. The options are valid for a period of three years. The options 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.

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

8. Issued Capital (continued)

8.2 Reserves (continued)

A summary of share options outstanding and exercisable at October 31, 2023, 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)
	5.46		40,000		5.46		2.88		40,000		5.46		2.88
	4.93		5,000		4.93		3.21		5,000		4.93		3.21
	4.20		1,000		4.20		3.86		1,000		4.20		3.86
	4.10		50,000		4.10		2.58		50,000		4.10		2.58
	3.49		612,500		3.49		2.58		612,500		3.49		2.58
	3.31		100,000		3.31		1.53		100,000		3.31		1.53
	3.31		332,500		3.31		3.53		249,688		3.31		3.53
	3.30		32,500		3.30		4.83		8,125		3.30		4.83
	3.26		25,000		3.26		3.64		18,750		3.26		3.64
	3.15		5,000		3.15		3.98		3,750		3.15		3.98
	2.92		418,800		2.92		4.81		104,700		2.92		4.81
	2.88		25,000		2.88		3.69		18,750		2.88		3.69
			1,647,300	$	3.35		3.37		1,212,263	$	3.47		2.95

The amount of share-based compensation expense recognized during the three and six months ended October 31, 2023, was $381 (2022: $269) and $428 (2022: $737), respectively.

8.3 Earnings (Loss) Per Share

For the three and six months ended October 31, 2022, the Company's outstanding warrants and stock options were not included in the calculation of diluted loss per share as they were anti-dilutive.


	For the three months ended October 31,					For the six months ended October 31,
	2023		2022			2023		2022
	($)		($)			($)		($)
Net income (loss) for the period		3,490		(2,266	)		2,448		(4,715	)

Basic weighted average number of shares		102,699,912		97,200,448			101,353,526		96,633,493
Basic earnings (loss) per share		0.03		(0.02	)		0.02		(0.05	)

Effect of dilutive securities
Warrants		7,064,565		—			5,965,549		—
Stock options		100,307		—			11,695		—
Diluted weighted average number of common shares		109,864,784		97,200,448			107,330,770		96,633,493
Diluted earnings (loss) per share		0.03		(0.02	)		0.02		(0.05	)

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

9. Financial Instruments

At October 31, 2023 the Company's financial assets include cash and cash equivalents, restricted cash, short-term investments and other receivables. The Company's financial liabilities include accounts payable and accrued liabilities. 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.

The Company's cash and cash equivalents, restricted cash, other receivables, accounts payable and accrued liabilities approximate fair value due to their short terms to settlement. The fair value of short-term investments, which are classified as level 1 within the fair value hierarchy, is determined by obtaining the quoted market price of the short-term investment and multiplying it by foreign exchange rate, if applicable, and the quantity of shares held by the Company.

9.1 Financial risk management objectives and policies

The financial risk arising from the Company's operations are credit risk, liquidity risk, commodity price risk, currency risk and other price risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with these financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

9.2 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 holds cash and cash equivalents with Canadian chartered financial institutions of which the majority of its bank balances is uninsured as at October 31, 2023. The Company's maximum exposure to credit risk is equivalent to the carrying value of its cash and cash equivalents and restricted cash balance.

9.3 Liquidity risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk, the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. The Company believes that, taking into account its current cash reserves and other liquid assets, it has sufficient working capital for its present obligations for at least the next twelve months commencing from October 31, 2023. The Company's working capital (current assets less current liabilities) as at October 31, 2023 was $187,204. The Company's accounts payable and accrued liabilities are expected to be realized or settled within a one-year period.

9.4 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.

9.5 Other price risk

The Company is exposed to equity price risk as a result of investing in other mining companies. The equity prices of these investments are impacted by various underlying factors including commodity prices. Based on the Company's short-term investments held as at October 31, 2023, a 10% change in the equity prices of these investments would have an impact, net of tax, of approximately $1,525 on other comprehensive income.

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

9. Financial Instruments (continued)

9.6 Currency risk

Financial instruments that impact the Company's net income (loss) or other comprehensive income due to currency fluctuations include short-term investments denominated in UK pounds sterling, and cash and cash equivalents denominated in U.S. dollars and UK pounds sterling. The impact of a Canadian dollar change against UK pounds sterling on short-term investments by 10% at October 31, 2023 would have an impact, net of tax, of approximately $960 on other comprehensive income. The impact of a Canadian dollar change against U.S. dollars and UK pounds sterling on cash and cash equivalents by 10% would have an impact of approximately $4,731 and $1,209 on net income for six months ended October 31, 2023, respectively.

10. Related Party Transactions

10.1 Related Party Transactions

Related party transactions are based on the amounts agreed to by the parties. During the three and six months ended October 31, 2023 and 2022, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein and elsewhere in these condensed interim consolidated financial statements.

10.2 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 six months ended October 31, 2023 and 2022, comprised of:


	For the three months ended October 31,				For the six months ended October 31,
	2023		2022		2023		2022
	($)		($)		($)		($)
Management salaries		96		94		190		175
Directors’ fees		51		51		103		97
Share-based compensation		227		144		253		409
Total		374		289		546		681

11. Operating Segments

The Company conducts its business as a single operating segment, being the acquiring and assembling a portfolio of royalties, investing in companies with exposure to uranium and trading of physical uranium. Except for the short-term investments in Yellow Cake which is listed on the London Stock Exchange in the United Kingdom, and 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.

12. Commitments

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 U3O8 at a weighted average price of US$47.71 per pound, of which 300,000 pounds U3O8 were delivered in October 2023. The deliveries of the remaining 200,000 pounds U3O8 for a total payment of approximately $13.5 million are required in June 2024 and April 2025.

As of October 31, 2023, the Company has committed to purchase 900,000 pounds U3O8 at a weighted average cost of US$70.49 per pound for a total consideration of approximately $88 million. Payments by the Company are required in the last quarter of calendar year 2023.

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

13. Supplemental Cash Flow Information

Gross proceeds of $3,950 from disposing certain shares in Yellow Cake was included in other receivables as at October 31, 2023. The Company received the proceeds in full subsequent to the period end.

14. Subsequent Events

Other than as disclosed elsewhere in these condensed interim consolidated financial statements, the following material events occurred subsequent to October 31, 2023:

The Company entered into agreements to sell 150,000 pounds U3O8 at a weighted average price of US$74.00 per pound for a total consideration of US$11.1 million. Deliveries of the physical uranium by the Company are required in the last quarter of calendar year 2023.

The office lease agreement entered into by the Company in May 2023 was terminated during the three months ended October 31, 2023. In November 2023, the Company entered into a new agreement to lease a portion of an office premises for a total lease payment of $0.25 million over the term of the lease which expires on September 30, 2028.

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2023

(Expressed in Canadian Dollars unless otherwise stated)

December 13, 2023

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

General

This management's discussion and analysis ("MD&A") should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and the notes thereto for the three and six months ended October 31, 2023, and its Annual Information Form (the "AIF") and audited consolidated financial statements, including the notes thereto for the year ended April 30, 2023, copies of which are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Company's condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. Unless otherwise stated, all information contained in this MD&A is as of December 13, 2023.

Unless otherwise stated, references herein to "$" or "dollars" are to Canadian dollars, references to "US$" are to United States dollars and references to "A$" are to Australian dollars. References in this MD&A to the "Company" and "URC" mean Uranium Royalty Corp., together with its subsidiaries, unless the context otherwise requires.

References herein to "U3O8" are to triuranium octoxide, a compound of uranium that is converted to uranium hexafluoride for the purpose of uranium enrichment.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Forward-looking Statements

Certain statements contained in this MD&A constitute "forward-looking information" within the meaning of applicable Canadian securities laws and "forward-looking statements" within the meaning of securities laws in the United States (collectively, "Forward-Looking Statements"). These statements relate to the expectations of management about future events, results of operations and the Company's future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are Forward-Looking Statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "target", "aim", "pursue", "potential", "objective" and "capable" and the negative of these terms or other similar expressions are generally indicative of Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. No assurance can be given that these expectations will prove to be correct and such Forward-Looking Statements should not be unduly relied on. These statements speak only as of the date hereof. In addition, this MD&A may contain Forward-Looking Statements attributed to third party industry sources. Without limitation, this MD&A contains Forward-Looking Statements pertaining to the following:

    •the ongoing operation of the properties in which the Company holds or may hold uranium interests;
•future events or performance;
•the impact of general business and economic conditions;
•future debt levels, financial capacity, liquidity and capital resources; 
•anticipated future sources of funds to meet working capital requirements; 
•future capital expenditures and contractual commitments;
•expectations respecting future financial results;
•expectations with respect to the Company's financial position;
•expectations regarding uranium prices and the impacts of United States and other governmental policies on uranium demand;

    •expectations regarding supply and demand for uranium;
•conditions, trends and practices pertaining to the uranium industry and other industries in which uranium is used;
•expectations regarding the Company's business plans, strategies, growth and results of operations;
•the Company's dividend policy;
•the financial and operational strength of counterparties;
•production volumes;
•mineral resources and mine life;
•governmental regulatory regimes with respect to environmental matters; and
•governmental taxation regimes.

   

With respect to Forward-Looking Statements contained in this MD&A, assumptions have been made regarding, among other things, the following:


• market prices of uranium; • global economic and financial conditions; • demand for uranium; • uranium supply; • industry conditions; • the ongoing operation of the properties in which the Company holds or may hold uranium interests;	• future operations and developments on the properties in which the Company holds or may hold interests; and • the accuracy of public statements and disclosure, including future plans and expectations, made by the owners or operators of the properties underlying the Company's interests.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Actual results could differ materially from those anticipated in these Forward-Looking Statements as a result of, among other things, the risk factors set forth below and included elsewhere in this MD&A:

    •limited or no access to data or the operations underlying the Company's interests; 
•dependence on third party operators;
•risks related to political unrest in Kazakhstan, which could negatively impact the Company's option to purchase uranium from Yellow Cake plc ("Yellow Cake"); 
•dependence on future payments from owners and operators of the Company's royalty and other interests; 
•royalties, streams and similar interests may not be honoured by operators of a project; 
•risks relating to buy-back and similar rights held by the operators of the Company's interests;
•the impact of project costs on profit-based royalties, such as net profit interest ("NPI") royalties;
•risks faced by owners and operators of the properties underlying the Company's interest; 
•title, permit or licensing disputes related to any of the properties in which the Company holds or may hold royalties, streams or similar interests; 
•excessive cost escalation, as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which the Company holds or may hold royalties, streams or similar interests;
•volatility in market prices and demand for uranium and the market price of the Company's other investments, including as a result of geopolitical factors such as the ongoing conflict in Ukraine and the political unrest in Kazakhstan;
•changes in general economic, financial, market and business conditions in the industries in which uranium is used;
•risks related to mineral reserve and mineral resource estimates, including rate and timing of production differences from resource and reserve estimates;
•risks related to the public acceptance of nuclear energy in relation to other energy sources;
•alternatives to and changing demand for uranium;
•the absence of any public market for uranium;
•changes in legislation, including permitting and licensing regimes and taxation policies, including regulations and political or economic developments in any of the jurisdictions where properties in which the Company holds or may hold royalties, streams or other interests are located;
•risks related to epidemics, pandemics and other health crises;

    •investment price risks, which may affect the value of the Company's current and future equity investments, including those in Queen's Road Capital Investment Ltd. ("QRC");
•commodities price risks, which may affect revenue derived by the Company from its asset portfolio;
•risks associated with future acquisitions; 
•effects of competition and pricing pressures;
•actual results differing materially from management estimates and assumptions; 
•any inability of the Company to obtain necessary financing when required on acceptable terms or at all;
•risks related to the competitive nature of the royalty and streaming business;
•regulations and political or economic developments in any of the jurisdictions where properties in which the Company holds or may hold royalties, streams or similar interests are located;
•macroeconomic developments and changes in general economic, financial, market and business conditions in the industries in which uranium is used;
•liquidity risks in connection with the Company's equity investments in QRC;
•reduced access to debt and equity capital;
•fluctuations in the value of the Canadian dollar;
•fluctuations in the market prices of the Company's investments;
•risks related to foreign exchange rate fluctuations;
•any inability of the Company to execute its growth strategy;
•any inability to attract and retain key employees;
•litigation;
•risks associated with First Nations land claims;
•potential conflicts of interests;
•any inability to ensure compliance with anti-bribery and anti-corruption laws; 
•any future expansion of the Company's business activities;
•any failure to maintain effective internal controls;
•risks and hazards associated with the business of development and mining on any of the properties in which the Company holds or may hold royalties, streams or similar interests, including, but not limited to, unusual or unexpected geological and metallurgical conditions, slope failures or cave ins, flooding and other natural disasters; and 
•the other risks described under "Risk Factors" in the  AIF and other filings with the Canadian Regulatory Authorities, copies of which are available under its profile at www.sedarplus.ca.

   

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. Forward-looking information is based on management's beliefs, estimates and opinions on the date the statements are made and the Company undertakes no obligation to update forward-looking information if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are cautioned against attributing undue certainty to forward-looking information.

The risk factors referenced herein should not be construed as exhaustive. Except as required under applicable laws, the Company undertakes no obligation to update or revise any Forward-Looking Statements. An investment in the Company is speculative and involves a high degree of risk due to the nature of our business and the present state of exploration of our projects.

Please carefully consider the risk factors set out herein under "Risk Factors" noted above.

Notice Regarding Mineral Disclosure

This MD&A has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Unless otherwise indicated, all mineral reserve and resource estimates included herein have been prepared for or by the current or former owners and operators of the relevant properties, as and to the extent indicated by them, in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and the CIM Definition Standards on Mineral Resources and Reserves as adopted by the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM Definition Standards") or the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC") or Subpart 1300 of Regulation S-K ("S-K 1300"), as applicable.

The United States Securities and Exchange Commission (the "SEC") has adopted mining disclosure rules under S-K 1300. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure under S-K 1300. Under S-K 1300, the SEC now recognizes estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources". In addition, the SEC has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be substantially similar to the corresponding definitions under the CIM Definition Standards, as required under NI 43-101.

United States investors are cautioned that while terms are substantially similar to the CIM Definition Standards, there are differences in the definitions under S-K 1300 and the CIM Standards and there is no assurance any mineral reserves or mineral resources that the Company may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under S-K 1300.

United States investors are also cautioned that while the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources", or "inferred mineral resources" that the Company reports are or will be economically or legally mineable. Further, "inferred resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. In accordance with Canadian rules, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101. In addition, the project stage classifications utilized by the Company under NI 43-101 do not conform to defined project stages under S-K 1300.

Certain resource estimates disclosed in this MD&A and the Company's other disclosure documents, have been prepared in accordance with JORC, which differs from the requirements of NI 43-101 and S-K 1300. Accordingly, information contained herein may contain descriptions of the projects underlying the Company’s interests that differ from similar information made available by Canadian and United States issuers.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Third Party Market and Technical Information

This MD&A includes market information, industry data and forecasts obtained from independent industry publications, market research and analyst reports, surveys and other publicly available sources. Although the Company believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data is not guaranteed. Actual outcomes may vary materially from those forecast in such reports, surveys or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. The Company has not independently verified any of the data from third party sources referred to herein nor ascertained the underlying assumptions relied on by such sources.

Except where otherwise stated, the disclosure herein relating to properties underlying the Company's royalty and other interests is based primarily on information publicly disclosed by the owners or operators of such properties, as is customary for royalty portfolio companies of this nature. Specifically, as a royalty holder, the Company has limited, if any, access to the properties subject to its interests. The Company generally relies on publicly available information regarding these properties and related operations and generally has no ability to independently verify such information, and there can be no assurance that such third party information is complete and accurate. In addition, such publicly available information may relate to a larger property area than that covered by the Company's interests. Additionally, the Company has, and may from time to time, receive operating information from the owners and operators of these properties, which it is not permitted to disclose to the public.

Business Overview

URC is a pure-play uranium royalty company focused on gaining exposure to uranium prices by making strategic investments in uranium interests, including royalties, streams, debt and equity investments in uranium companies, as well as through engaging in physical uranium transactions.

The Company's common shares without par value (the "Common Shares") and certain of its common share purchase warrants, each exercisable into one URC Share at an exercise price of $2.00 per share until December 6, 2024 (the "Listed Warrants"), are listed on the Toronto Stock Exchange (the "TSX") under the symbols "URC" and "URC.WT", respectively and its Common Shares are listed on the Nasdaq Capital Market ("NASDAQ") under the stock symbol "UROY". Certain of the Company's common share purchase warrants, exercisable into one URC Share at an exercise price of $1.40 per share until December 6, 2024 (the "Unlisted Warrants" and, collectively with the Listed Warrants, the "Warrants"), are not listed or quoted for trading on any stock exchange or marketplace.

The head office and principal address of the Company is located at 1188 West Georgia Street, Suite 1830, Vancouver, British Columbia, V6E 4A2, Canada.

Business Strategy

To date, the Company has assembled a portfolio of royalty interest on uranium projects and physical uranium holdings. The Company's long-term strategy is to gain exposure to uranium prices by owning and managing a portfolio of geographically diversified uranium interests, including uranium royalties and streams, debt and equity investments in uranium companies and engaging in physical uranium trading from time to time. In executing this strategy, the Company seeks interests that provide it direct exposure to uranium prices, without the direct operating costs and concentrated risks that are associated with the exploration, development and mining of uranium projects. From time to time, the Company also seeks further exposure to uranium through investments in funds and other equities.

The Company's strategy recognizes the inherent cyclicality of valuations based on uranium prices, including the impact of such cyclicality on the availability of capital within the uranium sector. The Company intends to execute on its strategy by leveraging the deep industry knowledge and expertise of its management team and its board of directors to identify and evaluate opportunities in the uranium industry.

The Company's primary focus is to identify, evaluate and acquire the following:

•

royalties in uranium projects, pursuant to which the Company would receive payments from operators of uranium mines based on production and/or sales of uranium products;

•

uranium streams, pursuant to which the Company would make an upfront payment to a project owner or operator in exchange for long-term rights to purchase a fixed percentage of future uranium production;

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

•

off-take or other agreements, pursuant to which the Company would enter into long-term purchase agreements or options to acquire physical uranium products; and

•

direct strategic equity or debt investments in companies engaged in the exploration, development and/or production of uranium.

Such interests may be acquired by the Company directly from the owner or operator of a project or indirectly from third-party holders. The Company may also seek to acquire direct joint venture or other interests in existing uranium projects, where such interests would provide the Company with exposure to a project as a non-operator or where the Company believes there is potential to convert such interests into royalties, streams or similar interests. In evaluating potential transactions, the Company utilizes a disciplined approach to manage its fiscal profile.

The Company also acquires physical uranium inventories from time to time, where it believes there is an opportunity to provide attractive commodity price exposure to shareholders. Such purchases may be made pursuant to its existing option under its strategic relationship with Yellow Cake or by other means, including direct purchases from producers or market purchases. The Company also disposes of uranium from time to time based on market conditions and its liquidity requirements. See "Recent Developments".

Market Overview

The principal end users and the largest purchasers of uranium are utility companies. As there is no regulated or underwritten market for uranium, a substantial percentage of such utilities' uranium supply is sourced from long-term contracts, with the balance purchased on the spot market. Spot market purchases are defined as purchases for delivery within one year. While long-term contract prices may be obfuscated by privacy agreements or pricing terms, such as ceilings, floors and escalations, the market has some visibility on prices in the uranium spot market where there are other active parties, including traders, financial institutions and producers. Uranium spot and long-term prices are published regularly by certain data sources, including UxC LLC and TradeTech LLC.

During the three and six months ended October 31, 2023, uranium prices averaged US$64.76 per pound and US$60.03 per pound U3O8, representing an approximate 30% and 23% increase compared to an average of US$49.93 per pound and US$48.76 in the corresponding period in 2022, respectively (Source: UxC LLC Historical Ux Daily Price). As at October 31, 2023, the uranium price was US$74.55 per pound U3O8, representing an approximate 38% increase from April 30, 2023 when the price was US$53.85 per pound U3O8 (Source: UxC LLC Historical Ux Month-End Prices). The period from May to October in 2023 was marked by continued volatility as the price fluctuated between US$53.30 and US$74.55 per pound U3O8 (Source: UxC LLC Historical Ux Daily Price). The volatility that marked the spot uranium market has been driven largely by strong demand across the nuclear fuel sector and limited near-term supplies (Source: Tradetech Nuclear Market Review - October 31, 2023).

Uncertainties regarding potential Russian uranium sanctions, transportation risks, embargo and other geopolitical concerns continued to weigh on buyers. As a result, many have prioritized the sourcing of Western uranium, conversion and enrichment services for assurance of supply reasons. These buyers have also turned their focus to long term uranium contracting over shorter-term spot or medium term strategies. The presence, or absence, of financial buyers, like Sprott Physical Uranium Trust, have also become a big driver of spot market volumes.

Global Market Developments

Over the past few years, global uranium market fundamentals have been improving as the market transitions from an inventory driven to more of a production driven market. The spot market bottomed in November 2016 at about US$17.75 per pound U3O8 and stood at US$84.25 per pound on December 12, 2023 (Source: UxC LLC Ux U3O8 Daily Price). Production dropped to a multi-year low in 2020 at about 122 million pounds but began to recover in 2021 and totaled about 129 million pounds in 2022, still significantly below projected reactor requirements (Source: UxC 2023 Q3 Uranium Market Outlook). Global supply and demand projections currently project a structural deficit between production and utility requirements averaging about 40 million pounds a year over the next 10 years and increasing thereafter (Source: UxC 2023 Q3 Uranium Market Outlook). The current gap is being filled with secondary market sources, including finite inventory that is projected to decline in coming years. As secondary supplies continue to diminish, and as existing mines deplete resources, the Company believes that new production will be needed to meet existing and future utility demand. This is expected to require higher prices to stimulate new mining investment with market prices still below incentive prices for many producers.

Since 2022, uranium supply has become more complicated due to Russia's invasion of Ukraine as Russia is a significant supplier of nuclear fuel around the globe. Economic sanctions, transportation restrictions, pending legislation and buyer avoidance of Russian fuel is causing a fundamental change to the nuclear fuel markets. The Company believes this is resulting in a bifurcation of the uranium

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

market, increasing an already notable supply gap for western utilities. Secondary supply is also likely to be further reduced with western enrichers reversing operations from underfeeding to overfeeding that requires more uranium to increase the production of enrichment services. While these situations are still unfolding, new trends appear to be pointing towards U.S. and European utilities beginning to shift more focus to security of supply with production from areas of low geopolitical risk. Additional upside market pressure is also emerging as utilities continue their return to a longer-term contracting cycle to replace expiring contracts; something the market has not experienced for several years. Increasing demand has also occurred with financial entities and various producers purchasing significant quantities of drummed uranium inventory, further removing excess near term supplies.

On the demand side of the equation, the global nuclear energy industry continues robust growth, with 65 new reactors connected to the grid from 2014 to November 2023 and another 58 reactors were under construction as of November 2023. During 2023, 4 new reactors have been connected to the grid, 2 reactors have restarted after suspended operations, and 5 reactors have been permanently shut down, resulting in estimated total nuclear capacity of 371 GWe. (Source: International Atomic Energy Association Power Reactor Information System November 2023). In a press statement issued by the World Nuclear Association in October 2023, the World Nuclear Association commented that "The Upper Scenario published in our recent Nuclear Fuel Report (Global Scenarios for Demand and Supply Availability 2023-2040), has 931 GWe of nuclear capacity already by 2040, other scenarios by IPCC, UNECE or NGFS project at least a tripling of nuclear capacity by 2050 to meet the Paris Agreement targets."

Recent Developments

Repayment of BMO Credit Facility

On May 3, 2023, the Company repaid $9.7 million (US$7.2 million), representing all principal, interest and fees outstanding, and extinguished its margin loan facility (the "BMO Credit Facility") with Bank of Montreal.

Graduation to the TSX

On July 6, 2023, the Company graduated from the TSX Venture Exchange to the TSX. The Common Shares and Listed Warrants were listed on the TSX under the symbols "URC" and "URC.WT" respectively.

At-the-Market Equity Program

On August 8, 2023, the Company renewed its at-the-market equity program (the "ATM Program") by entering into an equity distribution agreement (the "2023 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"). The 2023 Distribution Agreement allows the Company to distribute up to US$40 million (or the equivalent in Canadian dollars) of Common Shares (the "ATM Shares") under the ATM Program 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 2023 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, 2024.

During the three and six months ended October 31, 2023, a total of 870,910 ATM Shares were distributed by the Company under the 2023 Distribution Agreement through the facilities of the TSX and NASDAQ for gross proceeds of $3.5 million, of which approximately $0.7 million (representing net proceeds of $0.7 million) at an average selling price of $4.05 per Common Share was raised in Canadian dollars through the TSX, and $2.8 million (US$2.1 million) (representing net proceeds of $2.7 million (US$2.0 million) at an average selling price of US$2.98 per Common Share was raised in United States dollars through the NASDAQ. The Agents were paid aggregate commissions on such sales of approximately $0.02 million and US$0.05 million (representing 2.5% of the gross proceeds of the ATM Shares sold).

Public Offering

On October 17, 2023, the Company completed a public offering by way of short form prospectus of 10,205,000 Common Shares (the "Offered Shares") at a price of US$2.94 per Offered Share (the "Offering Price") for gross proceeds of $40.9 million. Pursuant to an underwriting agreement dated October 11, 2023, among the Company and the underwriters, the Company granted the underwriters an over-allotment 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 1,530,750 Common Shares. The underwriters did not exercise the overallotment option and it expired on November

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

16, 2023. Uranium Energy Corp. ("UEC"), a shareholder and related party of the Company, purchased 1,930,750 Offered Shares, representing approximately 19% of the number of Offered Shares, under the public offering.

Physical Uranium

As at October 31, 2023, the Company holds 1,749,106 pounds of physical uranium at a weighted average cost of US$45.63 per pound U3O8.

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 U3O8 at a weighted average price of US$47.71 per pound, of which 300,000 pounds U3O8 were delivered in October 2023. The deliveries of the remaining 200,000 pounds U3O8 for total future payments of $13.5 million are required in June 2024 and April 2025.

In August 2023, the Company entered into an agreement to sell 200,000 pounds of physical uranium at a weighted average price of US$56.15 per pound U3O8 for a total consideration of $15.3 million (US$11.2 million). The transaction was completed in September 2023.

During the six months ended October 31, 2023, the Company entered into agreements to purchase 1,000,000 pounds U3O8 at a weighted average price of US$70.44 per pound. 100,000 pounds U3O8 were delivered on October 31 2023 and deliveries of the remaining 900,000 pounds U3O8 are required in the last quarter of calendar year 2023.

Following the announcement made by Cameco Corporation ("Cameco") to restart production at McArthur River mine in November 2022, the Company elected to receive royalty proceeds from the McArthur River mine through delivery of physical uranium. URC's royalty interest represents a 1% gross overriding royalty on a 9.063% share of uranium production from the McArthur River mine derived from a 30.195% production interest in the project held by Orano Canada Inc. ("Orano"). On August 31, 2023, Orano settled the royalty payments related to the production from the McArthur River mine for November and December 2022 by delivering 1,038 pounds U3O8 to the Company's storage account at Blind River in Canada.

Subsequent to October 31, 2023, the Company entered into agreements to sell 150,000 pounds U3O8 at a weighted average price of US$74.00 per pound for a total consideration of US$11.1 million. Deliveries of the physical uranium by the Company are required in the last quarter of calendar year 2023.

Properties Underlying Company Interests

The following is a description of selected recent developments respecting the properties in which the Company holds royalties during six months ended October 31, 2023.

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Cigar Lake – In a news release dated September 3, 2023, Cameco disclosed that production at the Cigar Lake mine is expected to be reduced from 18 million pounds U3O8 (on a 100% basis) to 16.3 million pounds U3O8 (on a 100% basis) in calendar year 2023. Cameco stated that mining activities at the Cigar Lake operation were initiated from a new zone in the orebody (west pod) in the second quarter of 2023, which impacted productivity. It further disclosed that, as mining activities continued in the west pod during the third quarter of 2023, equipment reliability issues emerged which further affected performance. Cameco also indicated that any pounds it does not produce this year will remain available to Cameco and, with increasing supply pressures, potentially become more valuable when delivered in the future.

Cameco disclosed in its management's discussion and analysis for the quarter ended September 30, 2023, total packaged production from Cigar Lake was 2.6 million pounds in the third quarter of 2023 compared to 3.6 million pounds in the third quarter of 2022, bringing total packaged production for the first nine months of 2023 to 10.3 million pounds of U3O8 on a 100% basis for the Cigar Lake operation. In addition, Cameco disclosed it determined that maintenance work was required on one of the underground circuits, which had not been planned. The additional time required to complete this work does not allow for the delayed production volumes, as outlined in its previous second quarter reporting, to be recovered prior to year end. Cameco further stated that the 2023 annual planned maintenance shutdown, including the unplanned work, was completed by the end of September, and all objectives of the maintenance shutdown were achieved and normal production activities have resumed.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

As a profit-based NPI interest, this royalty is calculated based upon generated revenue, with deductions for certain expenses and costs, which include cumulative expense accounts, including development costs. As such and given the significant amount of expenditures made in developing the existing operations at the Cigar Lake mine, the Cigar Lake royalty will only generate revenue to the Company after these significant cumulative expenses are recovered.

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McArthur River – Cameco disclosed in a news release dated September 3, 2023 that the production at the McArthur River and Key Lake operations for calendar year 2023 is anticipated to be 14 million pounds U3O8 (on a 100% basis), down from its previous forecast of 15 million pounds U3O8 (on a 100% basis). Cameco stated that there is continued uncertainty regarding planned production in calendar year 2023 at the Key Lake mill due to the length of time the facility was in care and maintenance, the operational changes that were implemented, availability of personnel with the necessary skills and experience, and the impact of supply chain challenges on the availability of materials and reagents. These factors have combined to impact production at Key Lake mill, leading to the reduced forecast.

Cameco disclosed in its management's discussion and analysis for the quarter ended September 30, 2023 that the McArthur River mine continues to operate well and is expected to achieve its planned production for the year. Any ore from McArthur River that is not immediately processed at Key Lake mill will be stored in inventory for future milling. Cameco also disclosed that there is a risk of labour disruption to the production plan in connection with the re-negotiation of an expired collective agreement relating to the McArthur River operations.

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Langer Heinrich – In its quarterly activities report for the period ended September 30, 2023, Paladin Energy Ltd. ("Paladin") stated that the project remained on track and on budget for first production in the first quarter of calendar year 2024.

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Lance – In a news release on July 19, 2023, Peninsula Energy Ltd. ("Peninsula") announced it would delay the re-start of production at Lance whilst it accelerated development of in-house resin processing and uranium production capability. In a news release dated August 31, 2023, Peninsula announced updated plans to initiate production at Lance. Construction activities for an expanded plant will commence in late 2023, and wellfield development and construction activities will continue in advance of a planned production restart in late 2024. The new in-situ recovery plant is anticipated to produce up to 2.0 million pounds U3O8 per year. In Peninsula's quarterly activities report for its quarter ended September 30, 2023, Peninsula stated the updated mine plan is expected to achieve a sustainable monthly positive cash flow in the first full year of production in calendar year 2025 with a payback period of 3.5 years from August 2025, life-of-mine revenue for Ross & Kendrick Project of US$988 million, net present value of US$116 million at a discount rate of 8% and internal rate of return of 26.2%. Construction activities for the expanded plant are to commence in late 2023, following detailed engineering and procurement work.

In a news release on November 20, 2023, Peninsula announced an equity raise of A$60 million to fund the restart of uranium production at Lance. Peninsula stated that the proceeds would allow it to progress pre-production construction work at Lance to achieve production restart in late 2024, as outlined in the recently announced revised life-of-mine plan for the Ross and Kendrick production areas.

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Roughrider Project – On May 2, 2023, UEC announced completion of a S-K 1300 Technical Report Summary for the Roughrider project titled "The Roughrider Uranium Project, Saskatchewan, Canada" with an issued date of April 25, 2023 (the "Roughrider Technical Report"), outlining 27.8 million pounds U3O8 in 389,000 tonnes grading 3.25% U3O8 in the indicated category and 36.0 million pounds U3O8 in 359,000 tonnes grading 4.55% U3O8 in the inferred category. The Roughrider Technical Report is available under UEC's profile at www.sedarplus.ca and www.edgar.com. Additionally, in such announcement, UEC indicated the intention of completing an expanded Technical Report Summary including the economic parameters on the project in 2023. On May 23, 2023, UEC announced that it had selected consultants to conduct an initial assessment economic study under S-K1300 of the project and environmental baseline work for the project.

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Anderson – On July 13, 2022, UEC announced the filing of a S-K 1300 Technical Report Summary disclosing updated mineral resources for the Anderson project, a copy of which is available under UEC's profiles at www.sedarplus.ca and www.edgar.com. The report disclosed total indicated resources of 32.1 million pounds eU3O8 in 16.2 Mt grading 0.099% eU3O8. The resources were calculated at a 0.02% eU3O8 grade cutoff and a 0.1 ft% GT cutoff. Mineral resources were estimated separately for each mineralized zone. The total contained mineralized material was first estimated, then reasonable prospects for economic extraction were applied. Mineral resources are not mineral reserves and do not have demonstrated economic viability. However, considerations of reasonable prospects for eventual economic extraction were applied to the mineral resource calculations. UEC further disclosed that the previous preliminary economic assessment ("PEA") report

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

completed by UEC in 2014 is now considered historical and UEC is not treating the report as current. In its annual report on Form 10-K for the year ended July 31, 2022, UEC disclosed that it had not conducted any drilling to date on the Anderson project.

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Michelin – In its quarterly activities report for the quarter ended September 30, 2023, Paladin stated that it now holds a 100% interest in the Michelin Project as a result of the surrender of its 25% participating interest by a joint venture partner of the joint venture agreement.

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Slick Rock – On May 15, 2023, Anfield Energy Inc. ("Anfield") announced the filing of a NI 43-101 technical report disclosing updated mineral resources for the Slick Rock project as well as a PEA of the project. The technical report is titled "The Shootaring Canyon Mill and Velvet-Wood and Slick Rock Uranium Projects, Preliminary Economic Assessment, National Instrument 43-101" with an effective date of May 6, 2023 (the "Slick Rock Technical Report"), prepared for Anfield, a copy of which is available under its profile at www.sedarplus.ca.

The Slick Rock Technical Report stated an updated PEA for the combined Velvet-Wood and Slick Rock projects. Project cost estimates are based on a conventional random room and pillar underground mine operation at the Velvet-Wood and Slick Rock mine areas. Mined material would be hauled by truck to the Shootaring Canyon Mill approximately 180 miles from Velvet-Wood and 200 miles from Slick Rock. Commodity prices used in the PEA are US$70 per pound for uranium oxide and US$12 per pound for vanadium pentoxide. Respective mill recoveries are estimated at 92% U3O8 and 75% V2O5. Total initial capital expenditures, not including current and sunk costs, is estimated at US$122.3 million. Total weighted average operating expenses is estimated at US$244 per ton mined and processed. The total cost per ton to produce saleable uranium and vanadium products is estimated at US$290 per ton. This compares to an estimated gross value of US$741 per ton.

The PEA contained in the Slick Rock Technical Report is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Accordingly, there is no certainty that the preliminary economic assessment will be realized.

The technical report highlights a pre-tax project internal rate of return of 40% and a net present value of US$238 million, based on a discount rate of 8% and a uranium price of US$70 per pound, along with a vanadium price of US$12 per pound for the two combined projects. The report stated average annual production of approximately 750,000 pounds of uranium and 2.5 million pounds of vanadium per year is estimated over the 15-year mine life. The technical report estimates 1.7 million tons containing some 7.7 million pounds U3O8 for the Slick Rock project alone, with a vanadium to uranium ratio of 6 to 1.

In a news release dated November 7, 2023, Anfield stated that it had submitted a drill permit application to the Bureau of Land Management to commence a 20-hole drill program at Slick Rock in 2024.

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Russell Lake/Russell Lake South – On November 2, 2023, Skyharbour Resource Ltd. ("Skyharbour") announced the results of its inaugural drilling program on the Russell Lake project. Fifteen holes were drilled on the historical Grayling zone and four holes were drilled in the Fox Trail target area. Skyharbour stated that most holes at the Grayling zone intersected uranium mineralization, with the best result returning 5.9 metres of 0.151% U3O8 at a depth of 338.4 meters from assays in hole RSL23-01. Skyharbour further stated that a follow-up program is planned on the Russell Lake project in the winter of 2023, consisting of a planned 4,000 to 5,000 meters of drilling. The Company currently owns a 1.9701% net-smelter return royalty on 23 of the 26 claims that currently comprise the exploration project.

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Whirlwind / La Sal (including Energy Queen) – Energy Fuels Inc. ("Energy Fuels") stated in its Form 10-Q for the quarter ended September 30, 2023, that they were performing rehabilitation and development work on the La Sal and Whirlwind projects. Energy Fuels further stated that it intends to mine and process resources from the La Sal Project, Whirlwind Project and/or Pinyon Plain Project with the expectation to begin ore production from at least one of these mines in early 2024, which will be stockpiled at the White Mesa Mill until such time that sufficient material is accumulated to justify a mill campaign, which is expected to occur in late 2024 or early 2025.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Asset Portfolio

Royalties

The table below sets out the Company’s principal uranium royalty interests as at the date hereof:


Project	Operator	Location	District	Type of Royalty

Anderson	UEC	AZ, USA	Date Creek Basin	1.0% Net Smelter Returns
Church Rock	Laramide Resources Ltd.	NM, USA	Grants Mineral Belt	4.0% Net Smelter Returns
Cigar Lake / Waterbury Lake(1)(3)	Cameco / Orano	SK, Canada	Athabasca Basin	10% to 20% sliding scale Net Profit Interest
Dawn Lake (2)(3)	Cameco	SK, Canada	Athabasca Basin	10% to 20% sliding scale Net Profit Interest
Dewey-Burdock(3)(4)	enCore Energy Corp.	SD, USA	Black Hills Uplift	30% Net Proceeds 2% - 4% Gross Value Royalty
Energy Queen(3)(5)	Energy Fuels	UT, USA	La Sal Uranium District	1% Gross Value Royalty
Lance	Peninsula	WY, USA	Powder River Basin	4.0% Gross Revenues Royalty(3) 1.0% Gross Revenues Royalty
Langer Heinrich	Langer Heinrich Uranium (Pty) Ltd.	Namibia, Africa	Central Namib Desert	A$0.12 per kg U3O8 Production Royalty
McArthur River(3)(6)	Cameco	SK, Canada	Athabasca Basin	1% Gross Overriding Royalty
Michelin	Paladin	NFLD, Canada	Central Mineral Belt of Labrador	2.0% Gross Revenues Royalty
Reno Creek(3)	UEC	WY, USA	Powder River Basin	0.5% Net Profit Interest
Roca Honda(3)	Energy Fuels	NM, USA	Grants Mineral Belt	4.0% Gross Revenues Royalty
Roughrider(7)	UEC	SK, Canada	Athabasca Basin	1.9701% Net Smelter Returns
Russell Lake and Russell Lake South(7)	Rio Tinto Limited/ Skyharbour	SK, Canada	Athabasca Basin	1.9701% Net Smelter Returns
San Rafael(3)	Western Uranium and Vanadium Corp.	UT, USA	San Rafael Uranium District	2% Net Smelter Royalty
Slick Rock	Anfield	CO, USA	Uravan Mineral Belt	1.0% Net Smelter Returns
Whirlwind(3)(8)	Energy Fuels	UT/CO, USA	Uravan Mineral Belt	2% - 4% Gross Value Royalty
Workman Creek	UEC	AZ, USA	Sierra Ancha / Apache Basin	1.0% Net Smelter Returns

Notes:

(1)

A 10% to 20% sliding scale NPI royalty on a 3.75% share of overall uranium production, drawn from Orano's 40.453% ownership interest. As an NPI royalty, this royalty will not generate revenue until cumulative expense accounts, that include development costs, are recovered.

(2)

A 10% to 20% sliding scale NPI royalty on a 7.5% share of overall uranium production. 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. As an NPI royalty, this royalty will not generate revenue until production re-commences and only after cumulative expense accounts, that include development costs, are recovered.

(3)

The royalty acquired by URC does not apply to the entirety of the project.

(4)

A 2% to 4% sliding scale gross value royalty on portions of the Dewey-Burdock Project.

(5)

A 1% gross value royalty applicable to both uranium and vanadium sales from portions of the Energy Queen project. URC may choose to take product payment in physical ore or concentrates.

(6)

A 1.0% gross overriding royalty on an approximate 9% share of uranium production derived from an approximate 30.195% ownership interest of Orano.

(7)

The royalties on the Roughrider project and Russell Lake and Russell Lake South projects are represented by the same royalty instrument. Skyharbour is currently operating as an earn-in partner with Rio Tinto Limited on the Russell Lake and Russell Lake South projects.

(8)

A 2% to 4% sliding scale gross value royalty applicable to both uranium and vanadium sales from portions of the Whirlwind project. URC may choose to take product payment in physical ore or concentrates.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Strategic Arrangement with Yellow Cake plc

URC developed a strategic arrangement with Yellow Cake since the Company participated in the initial public offering of Yellow Cake in 2018. Yellow Cake is a company listed on the Alternative Investment Market of the London Stock Exchange that purchases and holds physical uranium. The long-term strategic relationship between the Company and Yellow Cake includes, among other things:

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Option to Purchase U3O8: Yellow Cake granted URC an option to acquire between US$2.5 million and US$10 million of U3O8 per year between January 1, 2019, and January 1, 2028, up to a maximum aggregate amount of US$21.25 million worth of U3O8 as at October 31, 2023. If URC exercises this option, Yellow Cake will, in turn, exercise its rights under its agreement with JSC National Atomic Company ("Kazatomprom") to acquire the relevant quantity of U3O8 from Kazatomprom and sell such quantity of U3O8 to the Company at a price which is consistent with Yellow Cake's agreement with Kazatomprom. During the year ended April 30, 2021, the Company exercised its option to acquire 348,068 pounds U3O8 from Yellow Cake at US$28.73 per pound U3O8. No purchases occurred under this arrangement since the fiscal year beginning on May 1, 2021.

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Future Royalty and Streaming Opportunities: Yellow Cake has agreed to inform URC of any opportunities for royalties, streams or similar interests identified by Yellow Cake with respect to uranium and URC 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.

•

Physical Uranium Opportunities: URC has agreed to inform Yellow Cake of potential opportunities that it identifies in relation to the purchase and taking delivery of physical U3O8 by URC. If such opportunities are identified, the parties will work together in good faith to negotiate, finalize and agree upon the terms of a strategic framework that is mutually agreeable from a commercial standpoint for both parties (including as to form and consideration) and a potential participation by Yellow Cake with URC in such opportunities.

Furthermore, URC 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. Yellow Cake disclosed that its total holdings of U3O8 was 20.16 million pounds as at December 6, 2023 (Source: Yellow Cake plc).

During the six months ended October 31, 2023, the Company disposed of a portion of its investment in Yellow Cake for net proceeds of $34.0 million. Subsequent to October 31, 2023, the Company disposed of all of the remaining Yellow Cake ordinary shares for gross proceeds of approximately $11.4 million.

In February of 2022, Russia commenced a military invasion of Ukraine. In response, governments in the United States, the European Union, the United Kingdom, Canada and others imposed financial and economic sanctions on certain industry segments and various parties in Russia. While the threat of such sanctions, import bans and other changes in trade patterns resulting from the political unrest and war in Ukraine are expected to positively impact global uranium prices and demand for North American uranium, it may adversely impact demand for uranium produced in Kazakhstan and increase regional trade and logistical barriers. The Company will continue to monitor the conflict including the potential impact of financial and economic sanctions on the global economy and particularly on the economy of Kazakhstan. Although the Company has no operations in Russia or Ukraine, the destabilizing effects of the war in Ukraine could have other effects on URC's business.

Overall Performance

For the three and six months ended October 31, 2023, the Company had net income of $3.5 million and $2.4 million, compared to a net loss of $2.3 million and $4.7 million, for the same periods of the previous fiscal year, respectively. As at October 31, 2023, the Company had working capital (current assets less current liabilities) of $187.2 million.

Trends, events and uncertainties that are reasonably likely to have an effect on the business of the Company include developments in the global and American uranium markets, as well as general uranium market conditions and the impact of the conflict in Ukraine.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Discussion of Operations

Three months ended October 31, 2023, compared to three months ended October 31, 2022

The Company had a net income of $3.5 million in the three months ended October 31, 2023, compared to a net loss of $2.3 million in the same period of the prior fiscal year. This was primarily attributable to the $4.3 million gross profit generated from the sales of 200,000 pounds uranium inventory and, to a lesser extent, an increase in deferred income tax recovery of $0.3 million, a change from foreign exchange loss of $0.8 million to foreign exchange gain of $1.0 million, a decrease in professional fees and insurance and interest expense of $0.6 million, offset by a increase in office and administration expenses of $1.2 million and an increase of $0.1 million in share-based compensation expense.

During the three months ended October 31, 2023, the Company incurred office and administration expenses of $1.8 million, consisting primarily of $1.3 million of expenditures on investor education and awareness. Investor communications and marketing expenses for the three months ended October 31, 2022 was $0.3 million.

In the three months ended October 31, 2023, the Company incurred professional fees and insurance of $0.4 million, consisting primarily of audit-related fees and legal fees associated with the renewal of the ATM Program and for corporate matters, and insurance fee of $0.1 million, compared to $0.5 million in the same period in the previous fiscal year.

Transfer agent and regulatory fees in the three months ended October 31, 2023 mainly represent regulatory and filing fees associated with the renewal of the ATM Program. The Company incurred transfer agent and regulatory fees of $0.2 million during the corresponding period in the previous fiscal year.

In the three months ended October 31, 2023, the Company recognized share-based compensation expense of $0.4 million, compared to $0.3 million during the same period in the previous fiscal year. This represents the vesting of share options issued by the Company to the management, directors, employees and consultants.

The Company recognized a foreign exchange gain of $1.0 million in the three months ended October 31, 2023, compared to a foreign exchange loss of $0.8 million in the same period in the previous fiscal year, primarily as a result of the exchange difference on the translation of cash and cash equivalents denominated in U.S. dollars and UK pounds sterling.

During the three months ended October 31, 2023, the Company recorded a gain on revaluation of short-term investments of $8.5 million, compared to $6.3 million in the corresponding period in the previous fiscal year, primarily from the increase in the fair value of the ordinary shares of Yellow Cake. In addition, the Company recognized deferred tax expense of $1.2 million, compared to $0.8 million in the same period in the previous fiscal year, in other comprehensive income. Short-term investments are measured at fair value with references to closing foreign exchange rates and the quoted share price in the market.

Six months ended October 31, 2023, compared to six months ended October 31, 2022

The Company had a net income of $2.4 million in the six months ended October 31, 2023, compared to a net loss of $4.7 million in the same period of the prior fiscal year. The change from a net loss to a net income for the six months ended October 31, 2023 was primarily attributable to the $4.3 million gross profit generated from the sales of 200,000 pounds uranium inventory and, to a lesser extent, an increase in deferred income tax recovery of $1.5 million, a change from foreign exchange loss of $0.8 million to foreign exchange gain of $1.0 million, a decrease in interest expense of $0.8 million, offset by a increase in office and administration expenses of $1.2 million.

During the six months ended October 31, 2023, the Company incurred office and administration expenses of $2.2 million, which included $1.3 million of expenditures on investor education and awareness. Investor communications and marketing expenses for the six months ended October 31, 2022 was $0.4 million.

In the six months ended October 31, 2023, the Company incurred professional fees and insurance of $0.9 million, consisting primarily of audit and audit-related fees of $0.2 million, legal fee of $0.4 million associated with the graduation to the TSX, renewal of the ATM Program and for corporate matters, and insurance fee of $0.3 million, compared to $0.8 million in the same period in the previous fiscal year.

Transfer agent and regulatory fees in the six months ended October 31, 2023 of $0.6 million was mainly comprised of listing fees paid to TSX of $0.2 million, and regulatory and filing fees associated with the renewal of the ATM Program.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

In the six months ended October 31, 2023, the Company recognized share-based compensation expense of $0.4 million, compared to $0.7 million during the same period in the previous fiscal year. This represents the vesting of share options issued by the Company to the management, directors, employees and consultants.

On May 3, 2023, the Company made full repayment of all remaining principal, interest and fees in an aggregate amount of $9.7 million (US$7.2 million), and extinguished the BMO Credit Facility. As a result, the Company incurred minimal interest expense, compared to $0.8 million in the same period in the previous fiscal year, during the six months ended October 31, 2023.

The Company recognized a foreign exchange gain of $1.0 million in the six months ended October 31, 2023, compared to a foreign exchange loss of $0.8 million in the same period in the previous fiscal year, primarily as a result of the translation of cash and cash equivalents denominated in U.S. dollars and UK pounds sterling.

During the six months ended October 31, 2023, the Company recorded a gain on revaluation of short-term investments of $12.5 million, compared to $1.2 million in the corresponding period in the previous fiscal year, primarily from the increase in the fair value of the ordinary shares of Yellow Cake of $14.3 million, offset by a foreign exchange loss of $1.8 million on the translation of the ordinary shares of Yellow Cake denominated in UK pounds sterling. In addition, the Company recognized deferred tax expense of $1.7 million in the six months ended October 31, 2023, as compared to $0.2 million in the corresponding period in the previous fiscal year, in other comprehensive income. Short-term investments are measured at fair value with references to closing foreign exchange rates and the quoted share price in the market.

Use of Proceeds

ATM Program

As disclosed in the Company's prospectus supplement dated August 8, 2023, the Company intends to use future net proceeds from the ATM Program to finance the acquisition of additional royalties, streams, physical uranium and similar interests and for working capital purposes. During the three and six months ended October 31, 2023, the Company distributed ATM Shares for net proceeds $3.4 million. Net proceeds derived from the distribution of ATM Shares were used for the purchase of physical uranium.

Public Offering

The following table sets out the estimated use of net proceeds from the Public Offering, as disclosed in the Company's prospectus supplement dated October 11, 2023, and the actual use of the net proceeds of $38.2 million (US$28 million) up to October 31, 2023.


	As disclosed in the prospectus supplement		As at October 31, 2023
	(US$ '000)		(US$ '000)
Purchases of royalties, stream and similar interests and purchases of physical uranium		26,700		—
General working capital purposes		1,500		28,000
Total		28,200		28,000

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Summary of Quarterly Results

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated.


	Revenues		Net income (loss)			Net income (loss) per share, basic and diluted			Dividends
	($ '000)		($ '000)			($)			($ '000)
January 31, 2022		—		(1,999	)		(0.02	)		—
April 30, 2022		—		(605	)		(0.01	)		—
July 31, 2022		—		(2,449	)		(0.03	)		—
October 31, 2022		—		(2,266	)		(0.02	)		—
January 31, 2023		—		(1,798	)		(0.02	)		—
April 30, 2023		13,854		670			0.01			—
July 31, 2023		—		(1,042	)		(0.01	)		—
October 31, 2023		15,318		3,490			0.03			—

Changes in net loss from quarter to quarter are affected primarily by the recognition of deferred income tax recovery (expense) as a result of the change in fair value of the Company's short-term investments, recognition of revenue from sales of uranium inventory, foreign exchange difference and interest expenses on the BMO Credit Facility, professional fees and regulatory fees incurred in connection with ATM Shares sold under the ATM Program, share-based compensation expense recognized for the grant of stock options, and corporate activities conducted during the respective periods. During the three months ended October 31, 2023, the Company's positive net income was primarily the result of the gross profit of $4.3 million generated from the sales of uranium inventory.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Liquidity and Capital Resources


	As at		As at
	October 31, 2023		April 30, 2023
	($'000)		($'000)
Cash and cash equivalents		62,062		14,306
Short-term investments		17,631		38,340
Inventories		104,211		85,561
Prepaids and other receivables		4,162		511
Working capital (current assets less current liabilities)		187,204		128,492
Total assets		235,226		185,788
Total current liabilities		972		10,336
Accounts payable and accrued liabilities		972		549
Total non-current liabilities		—		83
Shareholders' equity		234,254		175,369

As at October 31, 2023, the Company had cash and cash equivalents of $62.1 million compared to $14.3 million at April 30, 2023. The increase in cash and cash equivalents was primarily due to net proceeds of $38.2 million received from the public offering, net proceeds of $3.4 million received from the sale of ATM Shares, $3.1 million received from the exercise of warrants, $30.1 million and $15.3 million received from the sale of short-term investments and physical uranium inventory, respectively, offset by the repayment of the BMO Credit Facility of $9.7 million, the purchase of short-term investments and 400,000 pounds U3O8 of $0.8 million and $29.5 million, respectively.

The Company's short-term investments decreased from $38.3 million as at April 30, 2023 to $17.6 million as at October 31, 2023. This is primarily due to the disposal of a portion of its investments in Yellow Cake and the purchase of additional 1,100,000 common shares in QRC in the open market at a price of $0.70 per share, offset by an increase in fair value of the Yellow Cake's ordinary shares during the period. Gross proceeds of $3.95 million from the disposal of Yellow Cake shares were included in other receivables as at October 31, 2023. The Company received the proceeds in full subsequent to the period end.

As at October 31, 2023, the Company holds 1,749,106 pounds U3O8 in its storage account, an increase of 201,038 pounds U3O8 from April 30, 2023. The Company has elected to receive royalty proceeds from the re-started McArthur River mine through delivery of physical uranium. As a result, the Company recorded a depletion of $0.2 million on the McArthur River royalty and an increase in inventory by the same amount during the six months ended October 31, 2023. The Company will recognize revenue from its interest in McArthur River production when such uranium is sold.

The decrease of $9.4 million in total current liabilities is primarily due to the Company making full repayment of the BMO Credit Facility during the six months ended October 31, 2023.

As at October 31, 2023, the Company had working capital (current assets minus current liabilities) of $187.2 million compared to $128.5 million as at April 30, 2023. The Company has committed to purchase 1,000,000 pounds U3O8 with payments of approximately $88 million and $6.7 million due in the last quarter of calendar year 2023 and June 2024, respectively. The Company believes that it has sufficient cash and cash equivalents and liquid assets available to satisfy its purchase commitments over the next 12 months.

The Company has not generated any sustained profits from operations and the major sources of financing to date have been the prior issuance by way of private placements of Common Shares and special warrants, the initial public offering in December 2019, cash receipts from the repayment of a promissory note in a prior year, the BMO Credit Facility of US$15.0 million established in 2021, proceeds received from the public offering in May 2021 and October 2023, and shares sold under the ATM Program. The Company's ability to meet its obligations and finance acquisition activities depends on its ability to generate cash flow from selling its inventories and/or through the issuance of securities of the Company pursuant to equity financings and short-term or long-term loans. Capital markets may not be receptive to offerings of new equity from treasury or debt, whether by way of private or public offerings. The Company's growth and success is dependent on external sources of financing which may not be available on acceptable terms, or at all.

The Company believes that its financial resources will be adequate to cover anticipated expenditures for general and administrative costs, contractual obligations and capital expenditures for at least twelve months following the date hereof. The Company's current financial resources are also available to fund acquisitions of additional interests. The Company's long-term capital requirements are primarily affected by its ongoing acquisition activities. The Company currently has, and generally at any time, may have acquisition opportunities in various stages of active review. In the event of one or more substantial royalty or other acquisitions, the Company may seek additional debt or equity financing as necessary.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Contractual Obligations

The following table summarizes the Company's contractual obligations as at October 31, 2023, including payments due for each of the next five years and thereafter:


	Payments due by period
(in thousands of dollars)	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Purchase of physical uranium	$	101,493	$	94,680	$	6,813	$	—	$	—
Total	$	101,493	$	94,680	$	6,813	$	—	$	—

Cash Flows

Operating Activities

Net cash used in operating activities during the six months ended October 31, 2023 was $17.6 million compared to $7.7 million for the same period in the previous fiscal year. This was as a result of net cash spent on trading physical uranium and operating expenditures incurred during the period, which consisted of general and administrative expenses, management and directors' fees and professional fees. The increase of net cash used in operating activities during the six months ended October 31, 2023 is primarily due to the purchase of 400,000 pounds U3O8, offset by the sale of 200,000 pounds U3O8, compared to the purchase of 100,000 pounds U3O8 in the same period in 2022.

Investing Activities

Net cash generated from investing activities during the six months ended October 31, 2023 was approximately $29.4 million compared to $1.0 million cash used in the same period in the previous fiscal year. During the six months ended October 31, 2023, the Company received net proceeds of $30.1 million from the disposal of its investment in Yellow Cake to finance the inventory purchase commitments, and for general working capital and corporate purposes. Further, the Company paid $0.8 million to purchase additional common shares in QRC.

Financing Activities

Net cash generated from financing activities during the six months ended October 31, 2023 was $35.0 million compared to $8.9 million for the same period in the previous fiscal year. During the six months ended October 31, 2023, the Company received $3.4 million from ATM Shares sold and $38.2 million from the Offered Shares sold in the public offering. In addition, the Company received proceeds of $3.1 million from the exercise of common share purchase warrants and repaid the BMO Credit Facility in full for $9.7 million.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Transactions with Related Parties

Related Party Transactions

Related party transactions are based on the amounts agreed to by the parties. During the three and six months ended October 31, 2023, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as described herein.

On October 17, 2023, UEC purchased 1,930,750 Offered Shares under the public offering. See "Recent Developments".

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

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 six months ended October 31, 2023, comprised of:


	For the three months ended October 31,				For the six months ended October 31,
	2023		2022		2023		2022
	($ '000)		($ '000)		($ '000)		($ '000)
Management salaries		96		94		190		175
Directors’ fees		51		51		103		97
Share-based compensation		227		144		253		409
Total		374		289		546		681

Critical Accounting Estimates and Judgments

The preparation of the condensed interim consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. The estimates and associated assumptions are based on historical circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgment or assessments.

Management is required to make judgements in the application of the Company's accounting policies. The significant accounting policy judgements relevant to the current period are as follows:

•

The Company's business is the acquisition of royalties. Each royalty has its own unique terms and judgement is required to assess the appropriate accounting treatment. The assessment of whether an acquisition meets the definition of a business or whether assets are acquired is an area of judgement. In evaluating whether a transaction is a business combination management must consider if the acquired assets or entities encompass an integrated set of activities and assets that is capable of being conducted and managed for the purpose of generating income. Additionally, an optional asset concentration test may be applied. If deemed to be a business combination, applying the acquisition method to business combinations requires each identifiable asset and liability to be measured at its acquisition date fair value. The excess, if any, of the fair value of the consideration over the fair value of the net identifiable assets acquired is recognized as goodwill.

•

The assessment of impairment of royalty and other interests requires the use of judgments, assumptions and estimates when assessing whether there are any indicators that could give rise to the requirement to conduct a formal impairment test as well as in the assessment of fair values. When assessing whether there are indicators of impairment, management uses its judgment in evaluating the indicators, including but not limited to whether further exploration or evaluation expenditure in the area is planned or budgeted, whether commercially viable deposits have been discovered or if sufficient work has been performed to indicate that the carrying amount of the asset will not be fully recovered, whether there are observable indications that the asset's value has declined during the period, significant declines in future commodity prices, significant increases in market interest rates, significant adverse changes in foreign exchange rates and taxes, and operator reserve and resource estimates or other relevant information received from the operators that indicates production from royalty interests will not likely occur or may be significantly reduced in the future. In addition, the Company may use other approaches in determining fair value which may include estimates related to (i) dollar value per unit of mineral reserve/resource; (ii) cash-flow multiples; (iii) comparable transactions and (iv) market capitalization of comparable companies. Changes in any of the estimates used in determining the fair value of the royalty and other interests could impact the impairment analysis.

Information about significant sources of estimation uncertainty are described below.

•

The Company estimates the attributable reserve and resource relating to the mineral properties underlying the royalties that are held by the Company. Reserves and resources are estimates of the amount of minerals that can be economically and legally extracted from the mining properties at which the Company has royalty interests, adjusted where applicable to reflect the Company's percentage entitlement to minerals produced from such mines. The public disclosures of reserves and resources that are released by the operators of the interests involve assessments of geological and geophysical studies and economic data and the

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

reliance on a number of assumptions, including commodity prices and production costs. The estimates of reserves and resources may change based on additional knowledge gained subsequent to the initial assessment. Changes in the reserve or resource estimates may impact the carrying value of the Company's royalty interests.

Changes in, and Initial Adoption of, Accounting Policies

The Company has determined there are no IFRS standards that are issued but not yet effective that could materially impact the Company's financial statements for six months ended October 31, 2023.

Financial Instruments and Risk Management

•

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.

The Company's cash and cash equivalents, restricted cash, other receivables, accounts payable and accrued liabilities approximate fair value due to their short terms to settlement. 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.

Financial risk management objectives and policies

Credit risk

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 October 31, 2023. The Company's working capital (current assets minus current liabilities) as at October 31, 2023 was $187.2 million. The Company's accounts payable and accrued liabilities are all expected to be realized or settled, respectively, within a one-year period.

Commodity price risk

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Other price risk

Currency risk

Financial instruments that impact the Company's net income (loss) or other comprehensive income due to currency fluctuations include short-term investments denominated in UK pounds sterling, and cash and cash equivalents denominated in U.S. dollars and UK pounds sterling. The impact of a Canadian dollar change against UK pounds sterling on short-term investments by 10% at October 31, 2023 would have an impact, net of tax, of approximately $1.0 million on other comprehensive income. The impact of a Canadian dollar change against U.S. dollars and UK pounds sterling on cash and cash equivalents by 10% would have an impact of approximately $4.7 million and $1.2 million on net income for six months ended October 31, 2023, respectively.

Outstanding Share Data

As at the date hereof, the Company has 112,735,639 Common Shares outstanding. In addition, common share purchase warrants and options of the Company outstanding as of the date hereof are summarized below.

Common Share Purchase Warrants

The outstanding common share purchase warrants as at the date of this MD&A are as follows:


	Exercise Price		Number
Expiry Date	($)		Outstanding
December 6, 2024(1)		1.40		95,588
December 6, 2024(2)		2.00		15,442,360
				15,537,948

Notes:

(1)

Unlisted warrants.

(2)

Listed Warrants.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

Share Options

The outstanding share options as at the date of this MD&A are as follows:


Expiry Date	Exercise Price ($)		Number Outstanding

May 13, 2025		3.31		100,000
May 31, 2026		3.49		612,500
May 31, 2026		4.10		50,000
September 15, 2026		5.46		40,000
November 8, 2026		3.76		50,000
January 13, 2027		4.93		5,000
May 13, 2027		3.31		332,500
June 20, 2027		3.26		25,000
July 7, 2027		2.88		25,000
September 9, 2027		4.20		1,000
October 24, 2027		3.15		5,000
August 21, 2028		2.92		418,800
August 29, 2028		3.30		32,500
				1,697,300

Each option entitles the holder thereof to purchase one Common Share.

Disclosure Controls and Procedures and Internal Control over Financial Reporting

Disclosure Controls and Procedures

The Chief Executive Officer (the "CEO") and the Chief Financial Officer (the "CFO") of the Company are responsible for establishing and maintaining the Company's disclosure controls and procedures ("DCP"). The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Company's management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.

In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The CEO and CFO have evaluated whether there were changes to the DCP during the six months ended October 31, 2023 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Internal Control over Financial Reporting

The Company's management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.

The Company's ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company's policies and procedures.

    Uranium Royalty Corp.
Management’s Discussion and Analysis
For the three and six months ended October 31, 2023

The CEO and CFO have evaluated whether there were changes to the ICFR during the six months ended October 31, 2023 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

Risk Factors

A comprehensive discussion of risk factors is included in the AIF and other filings with the Canadian Regulatory Authorities available on SEDAR+ at www.sedarplus.ca.

Additional Information

Additional information concerning the Company, including the Company's AIF, is available under the Company's profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Scott Melbye, Chief Executive Officer of Uranium Royalty Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Uranium Royalty Corp. (the “issuer”) for the interim period ended October 31, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings,

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is that published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A.

5.3 N/A.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on August 1, 2023 and ended on October 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.


Date: December 13, 2023
/s/ Scott Melbye
Scott Melbye
Chief Executive Officer

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Josephine Man, Chief Financial Officer of Uranium Royalty Corp., certify the following:

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings,

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and