UROY Uranium Royalty Corporation

 

 

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 September 2024

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

 

Exhibit 99.1 contained in this 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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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: September 10, 2024	By:	/s/ Josephine Man
	Name:	Josephine Man
	Title:	Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Management Information Circular
99.2		Notice of Meeting
99.3		Notice-and-Access Notice
99.4		Form of Proxy
99.5		Voting Instruction Form

 

 

 

Exhibit 99.1

 

 

 

 

Notice of our 2024 annual meeting	i
Management Information Circular	3
About the Meeting	3
Delivery of Meeting Materials	3
Notice-and-Access	3
How to access the Meeting Materials electronically	3
What the Meeting will cover	4
Summary of Compensation in the financial year ended April 30, 2024	5
Summary of Corporate Governance in the financial year ended April 30, 2024	6
Voting and Proxies: Questions and Answers	7
Voting Information	9
Who can vote	9
Solicitation of Proxies	9
Voting by Registered Shareholders	10
Voting by Non-Registered Holders	11
United States Shareholders	12
Election of Directors	13
Director Profiles	13
Director Qualifications and Experience	16
Director Attendance	17
Other Directorships	17
Cease Trade Orders, Bankruptcies, Penalties or Sanctions	17
Amendment and Restatement of Long-Term Incentive Plan	18
About the LTIP	18
About the Amendments	18
Amended LTIP Resolution	19
Compensation	20
Compensation Discussion and Analysis	20
Compensation Governance	20
Elements of Compensation	21
Executive Compensation Clawback Policy	21
Risk Management	22
Summary Compensation Table	23
Performance Graph	24
Executive Compensation	25
Outstanding Share-based Awards and Option-based Awards for NEOs	25
Incentive Plan Awards - Value Vested or Earned During the Year for NEOs	25
Pension Plan Benefits	25
Termination and Change of Control Benefits	26
Consulting Agreements	26
Director Compensation	27
Outstanding Option-based Awards and Share-based Awards for Directors	28
Incentive Plan Awards - Value Vested or Earned During the Year for Directors	28
Long-Term Incentive Plan	29
Securities Authorized for Issuance under Equity Compensation Plans	33
Governance	34
The Board of Directors	34
Board Chair, Committee Chairs, Lead Director, President & CEO	34
Mandate, roles and responsibilities	35
Independence of Audit Committee	36
Building an effective Board	37
Independence	37
Nomination	37
Assessments	38
Commitment and Tenure	38
Orientation and Continuing Education	39
Diversity	39
Culture and Conduct	40
Our Code of Conduct and other governance policies	40
Environment, Sustainability and Corporate Social Responsibility	41
Related Party Transactions	41
Other Information	42
Management contracts	42
Interest of Informed Persons in Material Transactions	42
Registrar and Transfer Agent	42
Other Business	42
Additional Information	42
Shareholder Proposals	42
Shareholder Nominations	43
Approval of Circular	43

 

 

 

 

Notice of our 2024 annual meeting

 

 

You are invited to the annual general and special meeting (the “Meeting”) of shareholders of Uranium Royalty Corp. (the “Company”), which will be held on Thursday, October 17, 2024, at 9:00 a.m. (Vancouver time), in person at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia.

 

What the Meeting will cover:

 

1.	Financial Statements: to receive the financial statements of the Company for the financial year ended April 30, 2024, together with the accompanying auditor’s report;

 

2.	Election of Directors: to elect directors for the Company for the ensuing year as set forth in the Company’s Management Circular (the “Circular”);

 

3.	Appointment of Auditor: to reappoint PricewaterhouseCoopers LLP as auditor for the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

 

4.

Approval of Amendment and Restatement of the Long-Term Incentive Plan: to consider and, if thought appropriate, approve an ordinary resolution ratifying, affirming and approving certain amendments to the Company’s long-term incentive plan, as amended, with an effective date of July 6, 2023 – see “Approval of the Amendment and Restatement of the Long-Term Incentive Plan” in the Circular; and

 

5.	Other Business: to transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

 

The foregoing items are more fully described in the Circular. As outlined in the accompanying Circular, our board of directors recommends that you vote “FOR” each director nominee, and “FOR” proposals 3 and 4.

 

YOUR VOTE IS VERY IMPORTANT. Whether or not you expect to attend the Meeting, where you may cast your vote in person, we urge you to cast your vote as promptly as possible by one of the methods below. A proxy may be revoked in the manner described in the accompanying Circular. 

 

By using the internet at: ●     www.investorvote.com (for registered shareholders) ●     www.proxyvote.com (for beneficial shareholders)

By calling the telephone number printed on your form of proxy (for registered shareholders) or voting instruction form (for beneficial shareholders).

 

For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement. Shareholders are reminded to review the Meeting Materials prior to voting.

 

DATED at Vancouver, British Columbia,	BY ORDER OF THE BOARD OF DIRECTORS
as of the 23rd day of August, 2024.
	/s/ Amir Adnani
	Amir Adnani
	Chairman and Director

 

 

 

 

 

 

Management Information Circular

 

 

August 23, 2024

 

In this Management Information Circular (“Circular”), “URC”, the “Company”, “we”, “us” and “our” mean Uranium Royalty Corp., as the context requires. “You”, “your” and “Shareholder” mean a holder of common shares in the capital of the Company (“Shares”). “$” means Canadian dollars and “US$” means United States dollars. All dollar amounts set forth in this Circular are expressed in Canadian dollars, unless otherwise indicated.

 

The information contained in this Circular is given as of August 23, 2024, unless otherwise indicated.

 

 

About the Meeting

 

This Circular is being furnished to Shareholders in connection with the solicitation of proxies by the board of directors (the “Board”) and management of the Company for use at the annual general and special meeting to be held at 9:00 a.m. (Vancouver time) on Thursday, October 17, 2024, at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2, and any adjournment(s) or postponement(s) thereof (the “Meeting”) for the purposes set forth in the Notice of Meeting dated August 23, 2024 (the “Notice of Meeting”), which accompanies and is part of this Circular.

 

Delivery of Meeting Materials

 

Notice-and-Access

 

The Company is using notice-and-access rules adopted by the Canadian Securities Administrators, and relying on certain exemptions obtained by the Company under the Canada Business Corporations Act (“CBCA”), to provide Shareholders with electronic access to the Notice of Meeting, Circular, audited annual financial statements of the Company for the year ended April 30, 2024 and the accompanying management’s discussion and analysis (collectively, the “Meeting Materials”) pursuant to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) of the Canadian Securities Administrators. Pursuant to notice-and-access provisions, registered and non-registered Shareholders will be sent a notice package explaining how to access the Meeting Materials and containing a form of proxy or voting instruction form, as applicable and in each case with a supplemental mail list return box for Shareholders to request they be included in the Company’s supplementary mailing list for receipt of the Company’s annual and interim financial statements for the 2024 financial year.

 

How to access the Meeting Materials electronically

 

The Meeting Materials are available on the Company’s website at www.uraniumroyalty.com and under the Company’s profile on www.sedarplus.ca. Shareholders may contact the Company to request a paper copy of the Meeting Materials toll free at 1-855-396-8222 (extension 522).

 

 

What the Meeting will cover

 

Financial Statements

 

You will receive the audited consolidated financial statements for the year ended April 30, 2024, and the accompanying auditor’s report thereon. No vote with respect to our financial statements is required or proposed to be taken. You will have an opportunity to ask questions about our consolidated financial statements at the Meeting.

 

Election of directors (see pages 14 to 18)   You will vote on the election of 5 directors to serve on our Board until the next annual meeting.

2023 vote: average 91.4% support FOR our director nominees.

 

The Board recommends voting FOR each nominee standing for election. If you do not specify in your proxy form or voting instruction form how you want to vote your shares, the persons named in the form of proxy will vote FOR electing each of the director nominees profiled below.

 

The number of directors to be elected at the Meeting is determined from time to time by resolution of the Board, such number being not more than ten and not less than two. The directors have fixed the size of the Board at five directors. We expect that all of the nominees will be able to serve as director but if for any reason a nominee is unable to serve, the persons named in the proxy form have the right to vote at their discretion for another nominee proposed according to the Company’s by-laws and applicable law.

 

Appointing the auditor   You will vote on the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants (“PwC”), as our auditor for the ensuing year and to authorize the directors to fix the auditor’s remuneration. PwC was first appointed as auditor of the Company on June 1, 2020. Representatives of PwC are not expected to be present at the Meeting.

2023 vote: 99.4% support FOR the appointment of PwC as our auditor.

 

We maintain independence from our auditor through Audit Committee oversight, a robust regulatory framework in Canada, including the requirement to rotate the lead audit partner at least every five years, and PwC’s own internal independence procedures which are designed to comply with Canadian Public Accountability Board and Public Company Accounting Oversight Board requirements. In 2023, we received 40,000,746 votes for the appointment of PwC as our auditor, with 232,296 votes being withheld.

 

The Board, on recommendation of the Audit Committee, recommends voting FOR the resolution appointing PwC as our auditor and authorizing the Board to fix their remuneration. If you do not specify in your proxy form or voting instruction form how you want to vote your shares, the persons named in the form of proxy will vote FOR the appointment of PwC as our auditor.

 

Amendment and Restatement of the Long-Term Incentive Plan (see pages 19 to 20)

 

You will vote on the amendment and restatement of the Company’s Long-Term Incentive Plan dated November 22, 2019 (“LTIP”). The LTIP was first adopted by the Board on November 22, 2019, and has not previously been put before Shareholders. The proposed amendment and restatement would introduce “cashless exercise” and “net exercise” features to the LTIP.

 

The Board recommends voting FOR the resolution amending and restating the LTIP. If you do not specify in your proxy form or voting instruction form how you want to vote your shares, the persons named in the form of proxy will vote FOR the Amended LTIP Resolution.

 

 

Summary of Compensation in the financial year ended April 30, 2024

 

The Company’s compensation program is designed to attract and retain top talent, as well as to align the interests of our executives with the long-term interests and value performance of our shareholders. Some of the compensation practices the Company employs to achieve its objectives include:

 

Compensation Committee Oversight and Authority – The Compensation Committee oversees the governance of our executive compensation, including considerations of our compensation philosophy and performance criteria, reviewing the competitiveness of our executive compensation plans and reviewing the Company’s performance against the criteria when determining award payouts. The Compensation Committee has the discretion to grant award payouts, if a performance bonus is awarded at all.		Page 21
Balanced Approach to Compensation – We believe in a balanced approach to compensation, and use a compensation mix of base salary, short-term compensation (in the form of discretionary annual bonuses) and long-term compensation (in the form of equity awards).		Page 22
Short-Term Compensation Tied to Performance – We tie annual bonuses and incentive payments to the achievement of performance objectives.		Page 22
Long-Term Compensation – Long-term equity-based compensation comprises a significant portion of the executive’s total compensation opportunity and it is designed to reward achievements against long-term strategic objectives that create shareholder value.		Page 22
Benefits and Perquisites – Senior executive officers are entitled to benefits and perquisites as part of their compensation package.		Page 26
Clawback Policy – We have adopted a clawback policy with respect to executive compensation.		Page 22
Risk Management – The Compensation Committee identifies, reviews and assesses risks associated with compensation practices. Risk is also managed through equity awards vesting over time, performance criteria selection for purposes of evaluating the short-term incentive plan, defining threshold and maximum payouts under the short-term incentive plan, as well as disincentivizing risk through Company policies, including our Clawback Policy.		Page 23
Employment Agreements – The Company has entered into employment agreements with all of its senior executives.		Page 27

 

 

Summary of Corporate Governance in the financial year ended April 30, 2024

 

We are committed to good corporate governance, which promotes the long-term interests of the Company, including Shareholders and stakeholders. Information regarding our corporate governance practices is discussed throughout this Circular. The following are highlights of some of the Company’s governance practices:

 

Independence of the Board – Based on the nominees for election at the Meeting, 60% of the Board and 100% of key committees will be comprised of independent directors.		Page 38
Independent Lead Director – The Board has appointed an independent lead director.		Page 35
Board Oversight and Risk Management – The Board has oversight over, and ensures management identifies and manages risks of the business.		Page 35
Private Independent Directors’ Meetings – Independent directors meet without management regularly.		Page 38
Regular Assessments – The Board is committed to regular assessments of its effectiveness.		Page 39
Continuing Education – New directors are provided with orientation and education when they join the Board and are provided with ongoing education and updates on our operations and matters relevant to our business.		Page 40
Diversity on the Board – Based on the nominees for election at the Meeting, 40% of the Board are female.		Page 40
Code of Conduct and Ethics – The Board has adopted a Code of Conduct and Ethics and is responsible for monitoring compliance with the Code.		Page 42
Whistleblower Policy – We have adopted a Whistleblower Policy, which allows for confidential and anonymous reporting of concerns or complaints.		Page 42
Risk Management – The Board has oversight over, and ensures management identifies and manages risks of the business.		Page 42
Environmental and Sustainability Stewardship – The Company is committed to principles of responsible environmental stewardship and strong community support.		Page 43

 

 

Voting and Proxies: Questions and Answers

 

Q: Am I entitled to vote?

 

A: You are entitled to vote if you were a Shareholder as of the close of business on August 22, 2024, which we refer to as the “Record Date”. Only Shareholders of record (“Registered Shareholders”) as of close of business (Vancouver time) on the Record Date are entitled to receive notice of and to vote at the Meeting. If you acquire Shares after the close of business on the Record Date, you will not be entitled to vote those Shares at the Meeting.

 

Each Share entitles the holder to one vote. As of the close of business August 22, 2024, we had 121,499,971 Shares issued and outstanding.

 

Q: What am I voting on?

 

A: The following matters:

 

	●	the election of directors to hold office until next year’s annual general meeting;
	●	the appointment of PricewaterhouseCoopers LLP, as our auditor until next year’s annual general meeting, at a remuneration to be fixed by the directors; and
	●	an ordinary resolution to approve the amendment and restatement of the Company’s long-term incentive plan.

 

Q: How do I vote?

 

A: If you are a Registered Shareholder, you may vote by (1) attending the Meeting in person and voting, (2) voting your proxy in accordance with the instructions provided in the form of proxy, including via telephone or online, or (3) completing and signing a form of proxy appointing someone to represent you and to vote your Shares at the Meeting. Completing, signing and returning a form of proxy will not prevent you from attending the Meeting in person.

 

Q: What if amendments are made to these matters or if other matters are brought before the Meeting?

 

A: If you attend the Meeting in person and are eligible to vote, you may vote on such matters as you choose. If you have completed and returned a proxy in the form enclosed, the person(s) named in it will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and to other matters which properly come before the Meeting. If any other matter properly comes before the Meeting, the persons so named will vote on it in accordance with their judgment. As of the date of this Circular, our management does not know of any such amendment, variation or other matter expected to come before the Meeting.

 

Q: Who is soliciting my proxy?

 

A: Our management is soliciting your proxy. Solicitation of proxies will be primarily by mail. Proxies may also be solicited personally by our officers at nominal cost. The cost of this solicitation will be borne by us.

 

Q: If I deliver a proxy, who will vote my Shares?

 

A: Amir Adnani (or, failing him, Darcy Hirsekorn, or, failing him, Scott Melbye), has been named as a management proxyholder (the “Management Proxyholder”) in the accompanying proxy and will represent the Shareholders at the Meeting that deliver proxies that do not name a different proxyholder.

 

You can appoint a person or company other than the Management Proxyholder to represent you at the Meeting. To do so, you must write the name of your chosen proxyholder in the blank space provided in the form of proxy. It is important to ensure that any other person you appoint as proxyholder will attend the Meeting and is aware that his or her appointment has been made to vote your Shares and that he or she should present himself/herself to a representative of the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”).

 

 

Q: What if my Shares are registered in more than one name or in the name of my company?

 

A: If your Shares are registered in more than one name, all those registered must sign the form of proxy. If your Shares are registered in the name of your company or any name other than yours, we may require that you provide documentation that proves you are authorized to sign the form of proxy.

 

Q: What if I plan to attend the Meeting and vote in person?

 

A: If you plan to attend the Meeting and wish to vote your Shares in person, you do not need to complete or return a form of proxy. Your vote will be taken and counted at the Meeting. Please register with the scrutineer when you arrive at the Meeting.

 

Q: What happens when I sign and return a form of proxy?

 

A: You will have given authority to whoever the proxy appoints as your proxyholder to vote, or withhold from voting, your Shares at the Meeting in accordance with the voting instructions you provide.

 

Q: What do I do with my completed form of proxy?

 

A: Return it to Computershare in accordance with the instructions provided in the form of proxy so that it arrives no later than 9:00 a.m. (Vancouver time) on October 15, 2024 or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned or postponed Meeting. The chair of the Meeting has the discretion to accept proxies received after the deadline.

 

Q: How will my Shares be voted if my proxy is in the enclosed form with no other person named as proxyholder?

 

A: The Management Proxyholder will vote or withhold from voting your Shares in accordance with your instructions.

 

In the absence of such instructions, your Shares will be voted FOR the election of the directors nominated by management, FOR the appointment of PricewaterhouseCoopers LLP, as auditor, and FOR the approval of amendment and restatement of the Company’s long-term incentive plan.

 

Q: Can I revoke a proxy once it has been given?

 

A: Yes. If you are a Registered Shareholder as of the Record Date, you may revoke your proxy with an instrument in writing (which can be another proxy with a later date) and delivered to Computershare or our registered office, up to and including the last business day preceding the day of the Meeting (or any adjournment(s) or postponement(s)), or to the individual chairing the Meeting prior to the commencement of the Meeting (or any adjournment(s) or postponement(s)). Any written revocation must be duly executed by you or your attorney authorized in writing or, if you hold your Shares through a company, by an authorized officer.

 

Please note that your participation in person in a vote by ballot at the Meeting would automatically revoke any proxy you have given in respect of the item of business covered by that vote. If you are not a Registered Shareholder, you must follow the instructions given to you by your Intermediary to revoke your voting instructions.

 

Q: What if I have further questions?

 

A: You can contact our transfer agent, Computershare, at:

 

Computershare Investor Services Inc.

8th Floor, 100 University Avenue

Toronto, ON M5J 2Y1

1-800-564-6253 (toll free North America)

1-514-982-7555 (international)

 

 

Voting Information

 

Who can vote

 

The Board has set the close of business on August 22, 2024, as the record date (the “Record Date”) for determining which Shareholders shall be entitled to receive notice of and to vote at the Meeting. Only Shareholders of record (“Registered Shareholders”) as of close of business (Vancouver time) on the Record Date are entitled to receive notice of and to vote at the Meeting.

 

Our authorized capital consists of an unlimited number of Shares and an unlimited number of preferred shares issuable in series. As of the close of business on August 22, 2024, we had 121,499,971 Shares issued and outstanding and no preferred shares issued and outstanding. The Shares are the only shares entitled to be voted at the Meeting. Each Share entitles the holder to one vote. On a show of hands, every person present and entitled to vote at the Meeting will be entitled to one vote. On a ballot, every person present and entitled to vote will be entitled to one vote for each Share held.

 

We require a simple majority (50% plus 1) of the votes cast at the Meeting to approve all items of business, unless otherwise stated.

 

At least two persons present and holding, or representing by proxy, not less than five percent (5%) of the Shares entitled to vote constitute quorum for the transaction of business at the Meeting.

 

Other than as set out in the following table, to the knowledge of our directors and executive officers, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, Shares carrying 10% or more of the voting rights attached to all of the issued and outstanding Shares as at August 22, 2024:

 

Name		Number of Shares		Percentage of Outstanding Shares
Uranium Energy Corp. (“UEC”)		17,978,364		14.80%

 

Solicitation of Proxies

 

Our management is soliciting your proxy. The solicitation of proxies will be conducted by mail, using notice-and-access provisions, and may be supplemented by telephone or other personal contact, and such solicitation will be made without special compensation granted to the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining, from the principals of such persons, authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this Circular and related proxy materials to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

 

No person has been authorized to give any information or to make any representation other than as contained in this Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Circular. This Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

 

 

Voting by Registered Shareholders

 

Appointment of Proxyholders

 

Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Share that such Shareholder held on August 22, 2024, on the resolutions to be voted upon at the Meeting and any other matter which may properly come before the Meeting.

 

The persons named as proxyholders (the “Designated Persons”) in the enclosed form of proxy are directors and/or officers of the Company.

 

A Shareholder has the right to appoint a person or corporation (who need not be a Shareholder) to attend and act for or on behalf of that Shareholder at the Meeting, other than the Designated Persons named in the enclosed form of proxy. A Shareholder may exercise this right by striking out the printed names and inserting the name of such other person and, if desired, an alternate to such person, in the blank space provided in the form of proxy. In order to be voted, the completed form of proxy must be received by the Company, by mail or by hand, to the attention of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, by 9:00 a.m. (Vancouver time) on October 15, 2024, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. The time limit for the deposit of proxies may be waived by the Board at its discretion without notice.

 

A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer, or attorney-in-fact, for the corporation. If a form of proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, should accompany the form of proxy.

 

Revocability of Proxy

 

Any Registered Shareholder who has returned a form of proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a form of proxy may be revoked by instrument in writing, including a form of proxy bearing a later date, executed by the Registered Shareholder or by his or her attorney duly authorized in writing or, if the Registered Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney thereof. The instrument revoking the form of proxy must be deposited at the same address where the original form of proxy was delivered at any time up to and including the last business day preceding the date of the Meeting, or any adjournment(s) thereof, or with the Chairman of the Meeting on the date of the Meeting but prior to the commencement of the Meeting. A Shareholder who has submitted a form of proxy may also revoke it by attending the Meeting in person (or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending the Meeting) and registering with the scrutineer thereat as a Registered Shareholder present in person, whereupon such form of proxy shall be deemed to have been revoked. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

 

Voting of Shares and Proxies and Exercise of Discretion by Designated Persons

 

A Shareholder may indicate the manner in which the Designated Persons are to vote with respect to a matter to be voted upon at the Meeting by marking the appropriate space on the form of proxy. If the instructions as to voting indicated in the proxy are certain, the Shares represented by the form of proxy will be voted or withheld from voting in accordance with the instructions given in the form of proxy. If a Shareholder specifies a choice in the form of proxy with respect to a matter to be acted upon, then the Shares represented will be voted or withheld from the vote on that matter accordingly. The Shares represented by a form of proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

 

If no choice is specified in the form of proxy with respect to a matter to be acted upon, the form of proxy confers discretionary authority with respect to that matter upon the Designated Persons. It is intended that the Designated Persons will vote the Shares represented by the form of proxy in favour of each matter identified in the form of proxy, including the vote for the election of the nominee(s) to the Board, the appointment of the independent auditor of the Company, and the approval of amendment and restatement of the Company’s long-term incentive plan.

 

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice of Meeting, and with respect to other matters which may properly come before the Meeting. At the date of this Circular, management of the Company is not aware of any such amendments, variations, or other matters to come before the Meeting.

 

In the case of abstentions from, or withholding of, the voting of the Shares on any matter, the Shares that are the subject of the abstention or withholding will be counted for the determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

 

 

Voting by Non-Registered Holders

 

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are “non-registered” Shareholders because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. More particularly, a person is not a Registered Shareholder in respect of Shares which are held on behalf of that person (the “Non-Registered Holder”) but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators or self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc.) of which the Intermediary is a participant. In accordance with the requirements set out in NI 54-101, the Company has distributed copies of the Meeting Materials and form of proxy to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders and has posted the Meeting Materials on the Company’s website at www.uraniumroyalty.com and under the Company’s profile at www.sedarplus.ca.

 

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

 

(a)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company as provided above; or

 

(b)

more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one-page pre-printed form. Sometimes, instead of a one-page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

 

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the name(s) of the management proxyholder(s) named in the form and insert the Non-Registered Holder’s name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

 

There are two kinds of beneficial owners – those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners). Pursuant to NI 54-101, issuers can obtain a list of their NOBOs from Intermediaries for distribution of proxy-related materials directly to NOBOs. Pursuant to NI 54-101, the Company does not intend to pay for Intermediaries to forward the Meeting Materials to OBOs. Accordingly, OBOs will not receive the Meeting Materials unless the Intermediary holding Shares on their behalf assumes the cost of delivery.

 

These securityholder materials are being sent to both Registered Shareholders and Non-Registered Holders, using notice-and-access provisions. If you are a Non-Registered Holder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Shares on your behalf.

 

 

United States Shareholders

 

This solicitation of proxies and voting instruction forms involves securities of a company located in Canada and is being effected in accordance with the corporate and securities laws of the province of British Columbia, Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the securities laws of British Columbia, Canada differ from the disclosure and proxy solicitation requirements under United States securities laws.

 

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the CBCA, some of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

 

 

Election of Directors

 

The Board has fixed the number of directors at five directors. The Board currently consists of four directors. Upon the recommendation of the Board’s Nominating and Corporate Governance Committee, the Board is recommending the election of five nominees (each, a “Nominee” and collectively, the “Nominees”) at the Meeting, whose names are set forth below, to serve until the next annual meeting of Shareholders or until the director sooner ceases to hold office.

 

Director Profiles

 

The following table provides a snapshot of each Nominee and their service as a director of the Company and membership on the committees of the Board:

 

					Committee Memberships
Name		Independent		Director Since	Audit		Compensation		Nominating and Corporate Governance
Amir Adnani		No		08/2019	✓(1)
Scott Melbye		No		04/2017
Vina Patel		Yes		10/2019	✓
Neil Gregson		Yes		10/2020			✓		✓
Donna Wichers(1)		Yes		n/a
✓ Member		Chairperson			Financial Expert

 

Note:

 

(1)

If elected at the Meeting, Ms. Wichers will be appointed to the Audit Committee and Mr. Adnani will step down from his temporary appointment to the Audit Committee.

 

Each of the Nominees, other than Mr. Adnani and Mr. Melbye, is considered to be independent of the Company. See “Governance – Building an effective Board – Independence”.

 

The following table sets forth information on the Nominees, including the number of Shares, warrants exercisable into Shares (“Warrants”) and stock options to purchase Shares (“Options”) under the LTIP beneficially owned by each Nominee, directly or indirectly, or over which each Nominee exercises control or direction, as at the date hereof:

 

Amir Adnani
Age: 46   Chairman and Director Since: August 23, 2019   Committee Membership: Audit Committee Residence: Vancouver, British Columbia, Canada		Business Experience and Qualifications   Mr. Adnani has served as the Chairman and a director of the Company since August 23, 2019. Mr. Adnani is a founder and serves as the President, Chief Executive Officer and a director of UEC, a uranium mining and exploration company listed on the NYSE American, since January 2005. Mr. Adnani is also the founder and Chairman of GoldMining Inc., a publicly-listed gold acquisition and development company, since January 2011. Mr. Adnani was a director of Gold Royalty Corp., a precious metals-focused royalty and streaming company, from November 2020 to March 2023. Mr. Adnani holds a Bachelor of Science degree from the University of British Columbia and was a director of the university’s Alumni Association from 2015 to 2021.   Principal Occupation / Employment for Past Five Years   President, Chief Executive Officer and a director of UEC, a uranium mining and exploration company, since January 2005.

 

Securities Held:

2,363,400 Shares(1)(2)      113,000 Options       Nil Warrants

(1)	Excludes 17,978,364 Shares held by UEC, of which Mr. Adnani is President, Chief Executive Officer and a director.
(2)	Includes 1,363,400 Shares held by Amir Adnani Corp., a company wholly-owned by Mr. Adnani.

 

 

Scott Melbye
Age: 61   Director Since: April 21, 2017   President and Chief Executive Officer Since: October 8, 2019   Residence: Castle Rock, Colorado, USA		Business Experience and Qualifications   Mr. Melbye has served as a director of the Company since April 21, 2017. Mr. Melbye has over 40 years of experience in the nuclear energy industry and has held leadership positions in various uranium mining companies and industry organizations. Mr. Melbye has served as an Executive Vice President of UEC since September 8, 2014, where he is responsible for uranium marketing and sales and strategic growth objectives, and as Advisor to the Nuclear Engineering Program at the Colorado School of Mines. Previously, Mr. Melbye was the Vice President of Commercial at Uranium Participation Corporation (now Sprott Physical Uranium Trust) from 2014 to 2018 and concurrently served as an advisor to the Chairman of Kazatomprom, the national uranium company of Kazakhstan, until March 2018. Prior to that, Mr. Melbye held the position of Executive Vice President of Marketing at Uranium One Inc. from 2011 to 2014, and, from 1989 to 2010, held various positions at Cameco Corporation, including President of their global marketing subsidiary, Cameco, Inc. Mr. Melbye is currently the President of the Uranium Producers of America and is a past Chair of the Board of Governors of the World Nuclear Fuel Market. Mr. Melbye holds a Bachelor of Science (B.Sc.) in Business Administration from Arizona State University.   Principal Occupation / Employment for Past Five Years   President and Chief Executive Officer of the Company, from October 2019 to present. Executive Vice President, UEC, a uranium mining and exploration company, since September 2014.

 

Securities Held:

475,000 Shares(1)     283,000 Options      75,000 Warrants

(1)

Excludes 17,978,364 Shares held by UEC, of which Mr. Melbye is Executive Vice President.

 

Vina Patel
Age: 59   Independent Director Since: October 23, 2019   Lead Independent Director Since: November 1, 2021   Committee Membership: Audit Committee Compensation Committee (chair) Nominating and Corporate Governance Committee (chair) Residence: London, England, UK		Business Experience and Qualifications   Ms. Patel has served as a director of the Company since October 23, 2019. Ms. Patel is a capital markets professional with 20 years of experience. Ms. Patel is a Director of Night Star Consulting Ltd. (“Night Star”), a company which provides consulting and marketing services to mining companies, since July 2011. Ms. Patel began her capital markets career on the Institutional Equity team at Canaccord Genuity Corp. with a focus on UK and EU markets. Ms. Patel successfully set up a new London office for Westwind Partners (now Stifel Financial) and for 5 years subsequent, Ms. Patel was head of London institutional sales at Haywood Securities Inc. Over the course of her career, Ms. Patel has specialized in raising capital from institutional investors for exploration and mining companies. including a number of uranium companies. She has established long-standing and successful relationships with both mining corporates and the investment community, gaining extensive knowledge and experience of the sector. Ms. Patel graduated with a Master of Business Administration from Warwick Business School in 1999, where she was also awarded a Women’s Scholarship. Prior to this she was a senior schoolteacher and holds a Master of Arts in Education from the University of London.   Principal Occupation / Employment for Past Five Years   Director of Night Star since July 2011.

 

Securities Held:

70,000 Shares(1)    57,000 Options     Nil Warrants

(1)

These Shares are held by Night Star, a company wholly-owned by Ms. Patel.

 

 

Neil Gregson
Age: 62   Independent Director Since: October 13, 2020   Committee Membership: Audit Committee (chair) Compensation Committee Nominating and Corporate Governance Committee Residence: London, England, UK		Business Experience and Qualifications   Mr. Gregson has served as a director of the Company since October 13, 2020. Mr. Gregson is a qualified mining engineer with over 30 years of experience in the resources sector. During his tenure as a Portfolio Manager at J.P. Morgan, Mr. Gregson was responsible for global natural resources mandates with the Global Equities Team based in London. He held prior investment management roles at CQS Asset Management as a Senior Portfolio Manager focused on natural resources and at Credit Suisse Asset Management as Head of Emerging Markets and related sector funds. Mr. Gregson’s directorship experience includes currently serving as a director of Meridian Mining UK Societas, a development and exploration company of Cabaçal VMS gold-copper project, since October 2023, and as a director of Atalaya Mining Plc, a mining and development company which produces copper concentrates and silver by-product, since February 2021 (Chairman since June 2024), and as a director of Danakali Ltd., a mineral exploration and development company in critical resource sector, from August 2020 to June 2023.   Mr. Gregson has a Bachelor of Science with Honors in Mining Engineering from Nottingham University. He became an associate of the Institute of Investment Management and Research of London in 1994. He holds a Diploma in Business Management from Damelin College, Johannesburg (1988) and a Mine Managers Certificate of Competency, South Africa (1985).   Principal Occupation / Employment for Past Five Years   Portfolio Manager at J.P. Morgan Asset Management from September 2010 to April 2020.
Securities Held:		Nil Shares     57,000 Options      Nil Warrants

 

Donna Wichers
Age: 70   Independent Director Since: Ms. Wichers has been nominated by the Board for election as a director at the Meeting.   Committee Membership: If elected at the Meeting, Ms. Wichers will be appointed to the Audit Committee   Residence: Hamilton, Montana, USA		Business Experience and Qualifications   Ms. Wichers is standing for her first election at the Meeting. Ms. Wichers has over 40 years of experience in senior roles with in-situ recovery and conventional uranium mines in the USA, including past positions with mining subsidiaries of Uranium One Americas Inc. (now named UEC Wyoming Corp.) (“Uranium One”), and Orano SA, in the USA, Rio Algom, Arizona Public Service and Westinghouse, and provides annual consultancies services to the International Atomic Energy Commission since 2015. Ms. Wichers is a past member of the boards of directors of the National Mining Association, the Wyoming Mining Association and the Uranium Producers of America and is a past Chairman of the Society of Mining Engineers of American Institute of Mining, Metallurgical, and Petroleum Engineers, Incorporated (AIME), Wyoming Mining and Metals Section. Ms. Wichers holds a Master of Science in Water Resources and a Bachelor of Science with Honors in Microbiology, both from the University of Wyoming.   Principal Occupation / Employment for Past Five Years   Vice President of Uranium One since 2019. Chief Operating Officer of Uranium One from 2019 until August 1, 2024. Vice President of Wyoming Operations of UEC since May 1, 2022. Uranium One was acquired by UEC on December 17, 2021.
Securities Held:		Nil Shares     Nil Options     Nil Warrants

 

 

Director Qualifications and Experience

 

The Company’s Corporate Governance and Nominating Committee has identified certain skills, competencies and experiences that it expects the Board to possess as a whole in order to be an asset to the Company and fulfil its responsibilities. These include the key experience, qualifications and skills listed in the following table (skills matrix). We believe that our Board, as a whole, possesses the skills, knowledge and experience necessary for effective leadership and management oversight with an understanding of our business and oversight of strategy.

 

		Scott Melbye	Amir Adnani	Neil Gregson	Vina Patel	Donna Wichers
Director Qualifications and Experience
Uranium Mining Industry knowledge of and experience in the uranium mining industry, such as relevant senior-level expertise in production, mine operations, mine development, exploration, project development or other relevant technical expertise		✓	✓			✓
Corporate Strategy and Development experience in strategic planning and identifying and evaluating corporate development opportunities, including mergers and acquisitions		✓	✓	✓	✓	✓
Senior Leadership experience in a senior level leadership role at other organizations demonstrating strong ability to motivate and manage others, identify and develop leadership qualities in others and manage organizations		✓	✓	✓	✓	✓
Public Company experience as a director at a publicly traded company, offering advice and perspective with respect to Board dynamics and operations, oversight and leadership, the relationship between the Board and management and other matters		✓	✓	✓	✓	✓
International Business experience as a senior officer or director of an organization with operations in international jurisdictions		✓	✓			✓
Capital Markets extensive experience supplying or seeking capital and with financial instruments, including equities and debt securities, enhancing awareness of investor expectations and perspectives and providing critical advice on capital raising, capital structure and financing transactions		✓	✓	✓	✓
Accounting and Financial Reporting knowledge of and past experience with complex accounting, financial reporting and/or capital management issues, including overseeing financial reporting and internal controls for publicly traded companies		✓	✓	✓	✓	✓
Risk Management knowledge of and experience with the identification of material risks, risk assessment, internal risk mitigation and controls and risk reporting		✓	✓	✓	✓	✓
Corporate Governance knowledge of and experience with standard governance practices, including governance policy design and administration		✓	✓	✓	✓	✓
Environmental, Health, Safety and Sustainability knowledge and demonstrated understanding of the requirements and leading practices of workplace safety, health, and the environment, and sustainable development		✓	✓	✓	✓	✓

 

 

Director Attendance

 

The following table sets forth meeting attendance records for each director in the financial year ended April 30, 2024, including each committee of which the director is a member.

 

Director		Board Meetings		Independent Director Meetings		Audit Committee Meetings		Compensation Committee Meetings		Nominating and Corporate Governance Committee Meetings
Amir Adnani		5/5		-		2/2		-		-
Scott Melbye		5/5		-		-		-		-
Vina Patel		5/5		4/4		4/4		1/1		1/1
Neil Gregson		5/5		4/4		4/4		1/1		1/1
John Griffith(1)		2/2		2/2		2/2		1/1		-

 

Note:

 

(1)

Mr. Griffith ceased to be a director at the conclusion of the Company’s last annual general meeting held on October 12, 2023.

 

Other Directorships

 

The following director Nominees of the Company are also directors of other reporting issuers.

 

Director		Other reporting issuers		Exchange		Dates
Amir Adnani		Uranium Energy Corp.		NYSE American		January of 2005 to Present
		GoldMining Inc.		TSX and NYSE American		January of 2011 to Present
Neil Gregson		Atalaya Mining Plc.		London Stock Exchange		February of 2021 to Present
		Meridian Mining UK Societas		TSX and OTCQX		October of 2023 to Present

 

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

 

None of the Nominees are, as at the date of this Circular, or have been within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:

 

	●	was subject to an order (as defined in Form 51-102F5) that was issued while the Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or
	●	was subject to an order (as defined in Form 51-102F5) that was issued after the Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

 

None of the Nominees:

 

	●	is, as at the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;
	●	has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the Nominee;
	●	has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
	●	has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Nominee.

 

 

Amendment and Restatement of Long-Term Incentive Plan

 

About the LTIP

 

Adoption and approvals

 

The Company’s LTIP was adopted by the Board on November 22, 2019, prior to the Company’s initial public offering, and was amended by the Board on August 29, 2023, in connection with housekeeping matters following the Company’s graduation from the TSX Venture Exchange (“TSX-V”) to the Toronto Stock Exchange (“TSX”), effective July 6, 2023. The amendments made in 2023 consisted of (a) changing the definition of “Exchange” from TSX-V to TSX, a housekeeping amendment permitted by Section 6(a)(i) of the LTIP to be made by the Board without the requirement for shareholder approval; and (b) revising the Option exercise price provision and SAR grant price provision from “lowest exercise price permitted by the Exchange” to “Current Market Price at the time of grant”, an amendment which was necessary to comply with the requirements of the TSX permitted by Section 6(a)(iii) of the LTIP to be made by the Board without the requirement for shareholder approval.

 

Under the LTIP, the Company may grant equity-based compensation in the form of Options, restricted share units (“RSUs”), deferred share units (“DSUs”), performance share units (“PSUs”), and stock appreciation rights (“SARs”), for the purpose of attracting and retaining non-employee directors and employees and certain other service providers of the Company and affiliated companies, and to provide to such persons incentives and rewards for service or performance.

 

For a summary of certain provisions of the LTIP, please see “Compensation – Long-Term Incentive Plan” on page 30 of this Circular.

 

Shares issuable under the LTIP

 

The maximum number of Shares issuable under the LTIP is fixed at 10,775,285 Shares (being the amount equal to 15% of the Shares issued and outstanding upon the completion of the Company’s initial public offering). As of the date hereof, the Company had 1,697,300 Shares allocated to outstanding Awards under the LTIP (representing 1.40% of the Company’s outstanding Shares), and a further 8,887,985 Shares are available for allocation under the LTIP (representing 7.31% of the Company’s outstanding Shares).

 

For more information on outstanding awards, please see “Compensation – Securities Authorized for Issuance under Equity Incentive Plans” on page 34 of this Circular.

 

About the Amendments

 

On August 13, 2024, the Board conditionally approved an amended and restated LTIP, which amended and restated LTIP has been pre-cleared with the TSX, the effectiveness of which is subject to obtaining Shareholder approval at the Meeting.

 

The following is a summary of all changes effected by the amended and restated LTIP. All capitalized terms used in this section but not defined in this Circular have the meanings ascribed to them under the comparison document for the LTIP attached as Schedule “A” hereto.

 

The amended and restated LTIP amends and restates the LTIP by:

 

●

amending terms and provisions consequential to the Company’s graduation from the TSXV and listing on the TSX, including by:

 

○

amending Subsection 4(a)(ii) of the LTIP to clarify restrictions on the total number of Shares issuable to certain eligible persons, including insider participation limits, such that the number of Shares issuable to Insiders remains subject to a limit of ten percent of the issued and outstanding Shares and the number of Shares issuable to any one participant under the LTIP remains subject to a limit of five percent of the issued and outstanding Shares; and

 

○

amending the definition of “Security-Based Compensation Arrangement” to bring it in line with the current rules and policies of the TSX by (a) removing incorporation of a definition in the TSX Company Manual that does not exist; and (b) carving out compensation and incentive mechanisms for employee inducements in accordance with the exception to the requirement for security holder approval provided for in Sec. 613(c) of the TSX Company Manual;

 

 

●

adopting a provision to allow for a “cashless exercise” feature that permits an Optionee (as such term is defined in the LTIP) to elect to deliver a copy of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver to the Company an amount equal to the exercise price of the Options against delivery of the Shares to settle the applicable trade; and

 

●

adopting a provision to allow for a “net exercise” feature that permits an Optionee to elect to exercise an Option or a portion thereof held by the Optionee by surrendering such Option or a portion thereof in consideration for the Company delivering the Shares to the Optionee but withholding the minimum number of the Shares otherwise deliverable in respect of the Options that are needed to pay for the exercise price of such Options.

 

For the complete overview of all changes made to the LTIP, see the comparison document attached as Schedule “A” hereto.

 

Amended LTIP Resolution

 

At the Meeting, Shareholders will be asked to consider, and if thought fit, pass with or without amendment, an ordinary resolution as set forth below (the “Amended LTIP Resolution”) to authorize and approve the amendment and restatement of the Company’s LTIP.

 

“BE IT RESOLVED as an ordinary resolution that:

 

1.

the amended Long-Term Incentive Plan of Uranium Royalty Corp. (the “Company”), substantially as described in the management information circular dated August 23, 2024 (the “Circular”) and included as a comparison document appended as Schedule “A” to the Circular, is hereby authorized and approved to be effective from the date that shareholders approve this resolution; and

 

2.

any one director or officer of the Company be and is hereby authorized and directed, for and on behalf of the Company, to do all such acts and things and to execute and deliver all such documents, instruments and assurances as in the opinion of such director or officer may be necessary or desirable to give effect to the foregoing resolution.”

 

The Board recommends that Shareholders vote IN FAVOUR of the Amended LTIP Resolution. Unless otherwise directed, it is the intention of the persons designated in the accompanying form of proxy to vote FOR the Amended LTIP Resolution. In order to be effective, the ordinary resolution must be passed by a majority of votes cast at the Meeting.

 

 

Compensation

 

The following information is presented in accordance with NI 51-102 and Form 51-102F6 – Statement of Executive Compensation, and sets forth the total compensation for services in all capacities to the Company and its subsidiaries in respect of the individuals comprised of the Chief Executive Officer, the Chief Financial Officer and each of the other three most highly compensated executive officers of the Company, including its subsidiary, whose individual total compensation for the most recently completed financial year exceeded $150,000, and any individual who would have satisfied these criteria but for the fact that the individual was not serving as an executive officer of the Company or its subsidiary at the end of the most recently completed financial year (together, the “Named Executive Officers” or “NEOs”).

 

Compensation Discussion and Analysis

 

The Compensation Committee considers the compensation of NEOs, with the goal of providing sufficient compensation opportunities to attract, retain and motivate the best possible executive officers, while at the same time aligning the interests of the NEOs with those of the Shareholders. When determining individual compensation levels for the NEOs, the Compensation Committee considers a variety of factors including the overall financial and operating performance of the Company, each NEO’s individual performance and contributions towards meeting corporate objectives and each NEO’s level of responsibility and length of service. At the end of each year, the Compensation Committee reviews actual performance against corporate objectives. For further information, see the section entitled “Compensation Governance”.

 

The Company’s compensation program is intended to be consistent with the Company’s business plans, strategies and goals. The Company’s compensation program is designed to reward each executive based on individual, business and corporate performance and is also designed to incent such executives to drive the annual and long-term business goals of the Company.

 

Compensation Governance

 

The Board’s responsibilities relating to compensation of the Company’s directors and officers are discharged by the Compensation Committee. The Compensation Committee is comprised of Ms. Patel (chair) and Mr. Gregson. Each member of the Compensation Committee is considered independent pursuant to National Instrument 52-110 – Audit Committees (“NI 52-110”) and Nasdaq Listing Rules. See also “Building an effective Board – Independence”.

 

All members of the Compensation Committee have experience in compensation matters, either as members of compensation committees of other public companies and/or from having served as senior executives with significant responsibility for or involvement in compensation matters. For further information, see the profiles of our directors under the section entitled “Election of Directors” and related skills matrix under the same section.

 

The Compensation Committee operates under a written charter. Among other things, the Compensation Committee has the responsibility of assessing the performance of the Chief Executive Officer, evaluating the Chief Executive Officer’s contribution to the overall success of the Company and recommending to the Board, the Chief Executive Officer’s level of compensation. It is also responsible for reviewing and approving the compensation of other executive officers and directors including salary, bonus, incentive and other compensation levels.

 

The Compensation Committee periodically reviews the adequacy and form of compensation to ensure it realistically reflects the responsibilities and risks involved in being an effective director or officer and that compensation allows the Company to attract qualified candidates. Such review includes an examination of publicly available data, as well as independent compensation surveys.

 

The Compensation Committee may also consult with outside, independent, compensation advisory firms, if deemed necessary.

 

The Company is a “foreign private issuer” under the Exchange Act and is permitted pursuant to Nasdaq Listing Rules to follow its home country practice in respect of the composition of its Compensation Committee. For further information, see the section entitled “Nasdaq Corporate Governance”.

 

 

Elements of Compensation

 

It is the compensation philosophy of the Company to provide a market-based mix of base salaries, short-term incentives, in the form of bonuses, and long-term equity incentives. The Company seeks to accomplish its executive compensation objectives through an appropriate mix of fixed and “at-risk”, variable pay by providing a percentage of the NEOs’ total compensation opportunity in the form of equity compensation and by ensuring that a fair portion of the NEOs’ total pay is in the form of performance-based or “at-risk” compensation.

 

Base Salary. The objective of the base salary, consistent with market practice, is to provide a portion of compensation as a fixed cash amount. The Compensation Committee reviews each executive officer’s base salary with reference to relevant industry norms relating to, among other things, experience, past performance and level of responsibility. The Compensation Committee reviews salary levels periodically and may recommend adjustments to the Board, if warranted, as a result of salary increase trends in the marketplace, competitive positioning and an increase in responsibilities assumed by an executive officer.

 

Annual Bonus. Annual cash bonuses are also a component of the total compensation that may be received by the Company’s executive officers, which provide such executive officers the potential to receive an annual financial reward based on achievement of specific goals. Discretionary cash bonuses are recommended by the Compensation Committee to the Board based on annual performance reviews. No annual cash bonuses were awarded with respect to the financial year ended April 30, 2024. For further information, see the section entitled “Summary Compensation Table”.

 

LTIP Awards. The Compensation Committee also considers long-term performance incentive awards and stock options (collectively, “LTIP Awards”) to be an important component of executive compensation. The objective of making grants under the LTIP is to encourage executive officers to acquire an ownership interest in the Company over a period of time, thus better aligning the interests of executive officers with the interests of Shareholders, and thereby discouraging excessive risk taking.

 

The Company grants LTIP Awards, from time to time, to directors, executive officers, key employees and consultants. The Compensation Committee makes recommendations to the Board for the grant of LTIP Awards on a discretionary basis, given the size of the Company, based on individual performance, positions held with the Company and the overall performance of the Company. The Compensation Committee considers various factors when determining the number of LTIP Awards to be granted to specific individuals, including the level of responsibility and base salary level associated with the position held by such individual. The Compensation Committee considers past grants under the LTIP when determining new grants of LTIP Awards. The Board relies solely on the recommendation of the Compensation Committee regarding grants of LTIP Awards to directors, executive officers, key employees and consultants.

 

The Company does not assess its compensation through benchmarks or peer groups at this time.

 

Except for the amendment and restatement of the LTIP (see “Approval of the Amendment and Restatement of the Long-Term Incentive Plan” in the Circular), no actions, decisions or policies were put in place affecting the Company’s compensation program subsequent to the financial year ended April 30, 2024.

 

Executive Compensation Clawback Policy

 

The Board has adopted a clawback policy (the “Clawback Policy”) to align with the new listing standards adopted by Nasdaq Capital Markets, as required by Rule 10D-1 under the Exchange Act. Pursuant to the Clawback Policy, incentive compensation paid by the Company to an executive may be clawed back if such compensation was predicated upon the achievement of financial results based on financial statements that were required to be restated due to material noncompliance of the Company with any financial reporting requirement and that noncompliance resulted in overpayment of the incentive compensation. The clawback period is limited to the three-year period preceding the date on which the Company is required to prepare the accounting restatement and applies without regard to any fault or misconduct.

 

 

Risk Management

 

The Company considers risk management when implementing its compensation program and has taken steps to ensure its executive compensation program does not incentivize inappropriate risks. Some of the risk management initiatives currently employed by the Company are as follows:

 

	●	appointing a Compensation Committee comprised entirely of independent directors to oversee the executive compensation program;
	●	use of discretion in adjusting any bonus payments up or down as the Compensation Committee deems appropriate and recommends; and
	●	the adoption of the Clawback Policy which allows certain incentive compensation paid by the Company to an executive to be clawed back if such compensation was based on the achievement of financial results that were a result of erroneous data or material noncompliance of the Company with any financial reporting requirements.

 

The Board and the Compensation Committee do not believe that the Company’s compensation policies and practices result in unnecessary or inappropriate risk-taking, including those that are likely to have a material adverse effect on the Company. The Company does not have a policy that restricts the ability of a Named Executive Officer or director to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or director.

 

 

Summary Compensation Table

 

The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company to each NEO, in any capacity, for the financial years ended April 30, 2024, 2023 and 2022.

 

														Non-equity Incentive Plan Compensation ($)
Name and Principal Position		Year				Salary ($)				Option-based Awards ($)(6)				Annual Incentive Plans(5)				All Other Compensation ($)				Total Compensation ($)
Scott Melbye(1)(2)			2024				185,792				137,780				-				-				323,572
Chief Executive Officer, President and Director			2023				174,013				135,000				-				-				309,013
			2022				150,722				201,250				24,142				-				376,114
Josephine Man(3)			2024				103,500				109,560				-				22,982	(4)(7)			236,042
Chief Financial Officer and Corporate Secretary			2023				100,125				108,000				-				3,467	(4)			211,592
			2022				90,000				161,000				15,000				2,416	(4)			268,416
Darcy Hirsekorn Chief Technical Officer			2024				94,594				109,560				-				281	(4)			204,435
			2023				87,429				108,000				-				192	(4)			195,621
			2022				76,921				161,000				15,000				134	(4)			253,055

 

Notes:

 

(1)	Mr. Melbye was appointed as Chief Executive Officer and President of the Company effective October 8, 2019 and served as Chairman from April 21, 2017 to August 23, 2019. Mr. Melbye provides services as Chief Executive Officer pursuant to a consulting agreement dated October 22, 2019. Management fees of $185,792, $174,013, and $150,722 for the financial years ended April 30, 2024, 2023 and 2022 were paid to Mr. Melbye through a company controlled by Mr. Melbye.
(2)	Fees paid to Mr. Melbye were in United States dollars, and have been converted to Canadian dollars for reporting purposes in this table at the average exchange rate for the financial years ended April 30, 2024, 2023 and 2022 of US$1.00 = C$1.3463, US$1.00 = C$1.3035, and US$1.00 = C$1.2490, respectively.
(3)	Ms. Man was re-appointed as Corporate Secretary on August 13, 2024, and previously acted as Corporate Secretary from August 23, 2019 to October 12, 2023.
(4)	Includes non-cash accounting accruals for source deductions relating to the financial years ended April 30, 2024, 2023 and 2022, and do not represent amounts actually paid to or received by the NEO or its management company.
(5)	Amounts represent bonuses paid in respect of the financial year ended April 30, 2022. No bonuses paid in respect of the financial years ended April 30, 2024 and 2023.
(6)	For fiscal 2024, these amounts represent the aggregate grant date fair value of Options, which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the Options granted on August 21, 2023: exercise price: $2.92; expected risk-free interest rate: 4.29%; expected annual volatility: 72%; expected life in years: 4; expected annual dividend yield: $Nil; and Black-Scholes value: $1.66. The Options vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant.
(7)	Included $17,923 paid for unused vacation.

 

 

Performance Graph

 

The Company listed its Shares on the TSX-V on December 11, 2019 and on the Nasdaq Capital Market on April 28, 2021. The Company’s Shares were delisted from the TSX-V effective after markets on July 5, 2023 and became listed and began trading on the TSX on July 6, 2023. The following graph compares the total cumulative return for a Shareholder who invested $100 in Shares of the Company commencing from December 11, 2019, being the date the Company’s Shares commenced trading on the TSX-V, for the five most recently completed financial years ended April 30, 2024, 2023, 2022, 2021 and 2020 with the cumulative total return of the Russell 2000 Index for the same period.

 

 

The Company’s compensation to executive officers is generally linked to initiatives completed year-over-year and the Company’s financial performance. Trends in the Company’s returns to Shareholders are not generally determinative of total compensation to executive officers.

 

 

Executive Compensation

 

Outstanding Share-based Awards and Option-based Awards for NEOs

 

The following table states the Option-based and share-based awards outstanding as at April 30, 2024, for each NEO.

 

 

		Option-based Awards(1)
Name and Principal Position		Number of Securities Underlying Unexercised Options(2) (#)				Option Exercise Price ($)				Option Expiration Date		Value of Unexercised In-The-Money Options(3) ($)
Scott Melbye			83,000				2.92			21-Aug-2028			24,900
Chief Executive Officer, President and Director			75,000				3.31			13-May-2027			-
			125,000				3.49			31-May-2026			-
Josephine Man			66,000				2.92			21-Aug-2028			19,800
Chief Financial Officer and Corporate Secretary			60,000				3.31			13-May-2027			-
			100,000				3.49			31-May-2026			-
Darcy Hirsekorn			66,000				2.92			21-Aug-2028			19,800
Chief Technical Officer			60,000				3.31			13-May-2027			-
			100,000				3.49			31-May-2026			-

 

Notes:

 

(1)	Options vesting as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. As at April 30, 2024, 241,500 Options held by Mr. Melbye, 193,000 Options each held by Ms. Man and Mr. Hirsekorn, respectively, have vested.
(2)	Each Option entitles the holder to one Share upon exercise.
(3)	The “Value of Unexercised In-The-Money Options” is calculated on the basis of the difference between the closing price of $3.22 of the Company’s Shares on the TSX on April 30, 2024 and the exercise price of the Options.

 

Incentive Plan Awards - Value Vested or Earned During the Year for NEOs

 

The table below discloses the aggregate dollar value that would have been realized by a NEO if Options under Option-based awards had been exercised on the vesting date. No share-based awards were granted to NEOs as at April 30, 2024.

 

Name and Principal Position		Option-based Awards – Value Vested During the Year(1) ($)
Scott Melbye Chief Executive Officer, President and Director		24,563
Josephine Man Chief Financial Officer and Corporate Secretary		19,575
Darcy Hirsekorn Chief Technical Officer		19,575

 

Note:

 

(1)

Value vested during the year is calculated by subtracting the exercise price of the Option (being the market price of the Shares on the award date) from the market price of the Shares on the date the Option vested (being the closing price of the Shares on the TSX on the last trading day prior to the vesting date).

 

Pension Plan Benefits

 

The Company does not presently provide any defined benefit or pension plan to its directors, executive officers, employees or consultants.

 

 

Termination and Change of Control Benefits

 

Other than as disclosed below, the Company has not entered into any other contract, agreement, plan or arrangement that provides for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in an NEO’s responsibilities.

 

Consulting Agreements

 

The Company has entered into consulting agreements with companies controlled by each of its NEOs for the provision of services by its NEOs as follows:

 

Consulting Agreement with Castle Rock Uranium LLC

 

On October 22, 2019, the Company entered into a consulting agreement with Castle Rock Uranium LLC (“Castle Rock”), pursuant to which Castle Rock will, primarily through Scott Melbye, provide management and business development services, among other things, to the Company. In consideration for such services, the Company paid to Castle Rock an amount of US$15,000 for the month of October 2019, and thereafter, the Company pays to Castle Rock a monthly fee in the amount of US$10,000 (the “Castle Rock Fee”). Effective August 1, 2022, the Company pays Castle Rock a monthly fee of US$11,500. For further information, see the section entitled “Elements of Compensation – Base Salary”.

 

The Company or Castle Rock may terminate the consulting agreement upon thirty days’ written notice.

 

Consulting Agreement with Josephine Man

 

On August 30, 2018, the Company entered into a consulting agreement with Josephine Man as Chief Financial Officer of the Company (the “Man Agreement”). Pursuant to the Man Agreement, the Company pays Ms. Man a base fee in the amount of $90,000 per annum (the “Base Fee”). Such Base Fee is reviewed periodically by the Company and may be varied from time to time in the sole discretion of the Board. Under the terms of the Man Agreement, the Company (including by the Compensation Committee), in its sole discretion, may award Ms. Man with additional incentives and bonuses. Effective August 1, 2022, the Company pays Ms. Man a base salary of $103,500 per annum. For further information, see the section entitled “Elements of Compensation – Base Salary”.

 

The Company may terminate the Man Agreement for just cause, without notice or payment in lieu thereof. The Company is entitled to terminate the Man Agreement without cause by providing minimum thirty days’ notice, or payment of minimum thirty days’ Base Fee in lieu thereof. Ms. Man may terminate the Man Agreement for any reason by providing at least thirty days’ advance written notice. The Company may waive such notice in whole or in part, in which case the Man Agreement will terminate on the day elected by the Company, provided that the Company pays to Ms. Man a single lump sum cash payment on the date of such termination for any portion of such notice period waived by the Company.

 

Consulting Agreement with Darcy Hirsekorn

 

The Company entered into an independent contractor agreement with Darcy Hirsekorn dated July 24, 2018, as amended on January 31, 2019, September 30, 2019, May 1, 2020, November 5, 2020, May 28, 2021 and July 18, 2023 (collectively, the “Hirsekorn Agreement”). Pursuant to the Hirsekorn Agreement, the Company engaged Mr. Hirsekorn to provide geological services to the Company. In consideration for such services, the Company paid Mr. Hirsekorn a fee of $6,549 per month which was increased to $7,531 per month on August 1, 2022, and to $8,000 per month on August 1, 2023, plus applicable goods and services tax.

 

The Company may terminate the Hirsekorn Agreement in the event Mr. Hirsekorn commits fraud while providing services to the Company, if Mr. Hirsekorn fails to perform his duties and discharge his obligations under the Hirsekorn Agreement, or for just cause. The Company or Mr. Hirsekorn may terminate the Hirsekorn Agreement upon ten days’ written notice.

 

 

Director Compensation

 

The Company’s directors are entitled to receive remuneration for serving on the Board as the directors or the Shareholders may from time to time determine, and the Company is required to reimburse each director for reasonable expenses that he or she may incur in and about the business of the Company. The Company’s directors may award special remuneration, without confirmation by the Shareholders, to any director undertaking any special services on the Company’s behalf other than routine work ordinarily required of a director, and such remuneration will be in addition to any other remuneration that such director may be entitled to receive. Unless the Shareholders determine otherwise, the Board may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. In addition, LTIP Awards are granted to the directors from time to time.

 

The following table sets forth information relating to compensation paid to the directors during the financial year ended April 30, 2024.

 

Name(1)		Fees Earned ($)				Share-based Awards ($)				Option-based Awards ($)				Non-equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
Amir Adnani(2)			138,000				-				54,780	(3)			-				-				192,780
Vina Patel			23,000				-				28,220	(3)			-				-				51,220
Neil Gregson			23,000				-				28,220	(3)			-				-				51,220
John Griffith			10,250				-				28,220	(3)			-				-				38,470

 

Notes:

 

(1)	Compensation paid to Mr. Melbye is disclosed above in the “Summary Compensation Table” and is not reported in the “Director Compensation” table of this Circular.
(2)	Mr. Adnani does not receive director fees from the Company. In lieu thereof, Mr. Adnani, through his company, receives $11,500 per month plus applicable taxes for his services.
(3)	For fiscal 2024, these amounts represent the aggregate grant date fair value of Options, which was estimated using the Black-Scholes option pricing model. The following assumptions were used to value the Options granted on August 21, 2023: exercise price: $2.92; expected risk-free interest rate: 4.29%; expected annual volatility: 72%; expected life in years: 4; expected annual dividend yield: $Nil; and Black-Scholes value: $1.66. The Options vest as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant.

 

No director compensation was paid to directors who are executive officers of the Company in the financial year ended April 30, 2024.

 

The Company’s independent directors were each paid a quarterly retainer fee of $5,000 from May 1, 2022 until July 31, 2022. Effective on August 1, 2022, the Company’s independent directors are each paid a quarterly retainer fee of $5,750.

 

No additional committee and/or chairman fees or meeting attendance fees were paid to the directors during the financial year ended April 30, 2024.

 

 

Outstanding Option-based Awards and Share-based Awards for Directors

 

The following table states the name of each director and Option-based awards outstanding as at April 30, 2024.

 

		Option-based Awards(1)
Name and Principal Position		Number of Securities Underlying Unexercised Options(2) (#)				Option Exercise Price ($)				Option Expiration Date		Value of Unexercised in-the-money Options(3) ($)
Amir Adnani			33,000				2.92			21-Aug-28			9,900
Chairman and Director			30,000				3.31			13-May-27			-
			50,000				4.10			31-May-26			-
Vina Patel			17,000				2.92			21-Aug-28			5,100
Lead Independent Director			15,000				3.31			13-May-27			-
			25,000				3.49			31-May-26			-
Neil Gregson			17,000				2.92			21-Aug-28			5,100
Director			15,000				3.31			13-May-27			-
			25,000				3.49			31-May-26			-
John Griffith			17,000				2.92			21-Aug-28			5,100
Former Director			15,000				3.31			13-May-27			-
			40,000				5.46			15-Sep-26			-

 

Notes:

 

(1)	Options vesting as to 25% immediately and on each day which is 6, 12 and 18 months from the date of grant. As at April 30, 2024, 96,500, 48,500, 48,500 and 63,500 Options held by Mr. Adnani, Ms. Patel, Mr. Gregson and Mr. Griffith, respectively, have vested.
(2)	Each Option entitles the holder to one Share upon exercise.
(3)	The “Value of Unexercised In-The-Money Options” is calculated on the basis of the difference between the closing price of $3.22 of the Company’s Shares on the TSX on April 30, 2024 and the exercise price of the Options.

 

Incentive Plan Awards - Value Vested or Earned During the Year for Directors

 

The table below discloses the aggregate dollar value that would have been realized by a director if Options under Option-based awards had been exercised on the vesting date, as well as the aggregate dollar value realized upon vesting of share-based awards by a director. No compensation securities were exercised by the directors of the Company during the most recently completed financial year.

 

Name and Principal Position		Option-based Awards – Value Vested During the Year(1) ($)
Amir Adnani Chairman and Director		9,788
Vina Patel Lead Independent Director		4,988
Neil Gregson Director		4,988
John Griffith Former Director		4,988

 

Notes:

 

(1)

Value vested during the year is calculated by subtracting the exercise price of the Option (being the market price of the Shares on the award date) from the market price of the Shares on the date the Option vested (being the closing price of the Shares on the TSX on the last trading day prior to the vesting date).

 

 

Long-Term Incentive Plan

 

The Company adopted its LTIP on November 22, 2019. The LTIP is available to directors, key employees and consultants of the Company, as determined by the Board. The aggregate number of Shares issuable under the LTIP is 10,775,285 (representing approximately 8.9% of the issued and outstanding Shares as at the date hereof).

 

Awards are counted against the aggregate number of Shares issuable under the LTIP on the date of granting such award. Any Shares related to awards which terminate by expiration, forfeiture, cancellation, surrender (including a “net surrender”), or otherwise without the issuance of such Shares, or are exchanged with the Board’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for granting Awards under the LTIP. Shares issued pursuant to a “cashless exercise” remain counted against the aggregate number of Shares issuable under the LTIP. Awards under the LTIP are not assignable or otherwise transferrable (otherwise than by will or by the laws of descent and distribution) and may not be pledged or otherwise encumbered.

 

The LTIP contains limitations on participation, including with respect to (a) the total number of Shares issuable to any participant under the LTIP, at any time, together with Shares reserved for issuance to such participant under any other security-based compensation arrangements of the Company, shall not exceed 5% of the issued and outstanding Shares; (b) the total number of Shares issuable to insiders within any one-year period and at any given time under the LTIP, together with any other security-based compensation arrangement of the Company, shall not exceed 10% of the issued and outstanding Shares; and (c) the total number of Shares issuable to non-executive directors (excluding the Chairman of the Board, if any) under the LTIP shall not exceed 3% of the issued and outstanding Shares.

 

The Board may, at any time, in its sole and absolute discretion and without the approval of Shareholders, amend, suspend, terminate or discontinue the LTIP and may amend the terms and conditions of any grants thereunder, subject to (a) any required approval of any applicable regulatory authority or the TSX, and (b) approval of Shareholders of the Company as required by the rules of the TSX or applicable law, provided that, subject to applicable regulatory authority or the TSX, Shareholder approval shall not be required for the following amendments, and the Board may make changes which may include, but are not limited to: (i) amendments of a “housekeeping nature”; (ii) any amendment for the purpose of curing any ambiguity, error or omission in the LTIP or to correct or supplement any provision of the LTIP that is inconsistent with any other provision of the LTIP; (iii) an amendment which is necessary to comply with applicable law or TSX requirements; (iv) amendments respecting administration and eligibility for participation under the LTIP; (v) changes to terms and conditions on which awards may be or have been granted pursuant to the LTIP, including changes to the vesting provisions and terms of any awards; (vi) amendments which alter, extend or accelerate the terms of vesting applicable to any award; and (vii) changes to the termination provisions of an award or the LTIP which does not entail an extension beyond the original fixed term. If the LTIP is terminated, prior awards shall remain outstanding and in effect, in accordance with their applicable terms and conditions.

 

The Board may waive any conditions or rights under, or amend any terms of, any awards, provided that no such amendment or alteration shall be made which would impair the rights of any participant without such participant’s consent, unless the Board determines that such amendment or alteration either is required or advisable in order to conform to any law, regulation or accounting standard or is not reasonably likely to diminish the benefits provided under such award.

 

The LTIP has not previously been approved by the Company’s Shareholders. At the Meeting, the Company is seeking Shareholder approval in connection with material amendments to the LTIP, including the addition of “cashless exercise” and “net exercise” features.

 

Please see “About the Meeting – Amendment and Restatement of Long-Term Incentive Plan” on page 19 for more information.

 

Restricted Share Units

 

The LTIP provides that the Board may, from time to time, in its sole discretion, grant awards of restricted share units (“RSUs”) to directors, key employees and consultants. Each RSU shall represent one Share on vesting. RSUs shall be subject to such restrictions as the Board may establish in the applicable award agreement. The typical restriction for RSUs is time based (i.e. vesting after a fixed period of time, which period of time shall be no less than 12 months). All RSUs will vest and become payable by the issuance of Shares at the end of the applicable restriction period if all applicable restrictions have lapsed, as such restrictions may be specified in the applicable award agreement. Restrictions on any RSUs shall lapse immediately and become fully vested upon a change of control. Upon the death of a participant, subject to the applicable award agreement, any RSUs that have not vested will be immediately forfeited and cancelled without payment, provided that any RSUs granted to such participant that had vested prior to the participant’s death will accrue to the participant’s estate in accordance with the LTIP.

 

 

If a key employee’s employment is terminated for cause, any RSUs granted to the participant will immediately terminate without payment and be cancelled as of the termination date. Where the employment of a key employee is terminated without cause, by voluntary termination or due to retirement, any RSUs granted to the participant will, subject to the applicable award agreement, immediately terminate without payment and be cancelled as of the termination date, provided, however, that any RSUs granted to such participant that had vested prior to the participant’s termination without cause, voluntary termination or retirement will accrue to the participant in accordance with the LTIP. If a key employee becomes afflicted by a disability, all RSUs granted to the participant will continue to vest in accordance with the terms of such RSUs, provided, however, that no RSUs may be redeemed during a leave of absence. Where a key employee’s employment is terminated due to disability, subject to the applicable award agreement, RSUs granted to such participant will immediately terminate without payment and be cancelled, provided, however, that any RSUs granted to such participant that had vested prior to the date of termination will accrue to the key employee in accordance with the LTIP.

 

In the case of directors, if a participant ceases to be a director for any reason, all RSUs granted to such participant will immediately terminate without payment and be cancelled, provided, however, that any RSUs granted to such participant that had vested prior to the participant ceasing to be a director will accrue to the participant in accordance with the LTIP. Where a consultant’s service to the Company terminates for any reason, subject to the applicable award agreement and any other contractual commitments between the participant and the Company, all RSUs granted to such participant will immediately be forfeited and cancelled, provided, however, that any RSUs granted to such participant that had vested prior to the termination of the participant’s service to the Company will accrue to the participant in accordance with the LTIP.

 

Performance Share Units

 

The LTIP provides that the Board may, from time to time, in its sole discretion, grant awards of performance share units (“PSUs”) to key employees and consultants. Each PSU shall, contingent upon the attainment of the performance criteria within the applicable performance cycle, represent one Share unless otherwise specified in the applicable award agreement. The performance criteria will be established by the Board which, without limitation, may include criteria based on the participant’s individual performance and/or the financial performance of the Company and its subsidiaries. The applicable award agreement may provide the Board with the right to revise the performance criteria and the award amounts during a performance cycle or after it has ended, if unforeseen events occur, including, without limitation, changes in capitalization, equity restructuring, acquisitions or divestitures, if such events have a substantial effect on the Company’s financial results and make the application of the performance criteria unfair absent a revision.

 

All PSUs will vest and become payable to the extent that the performance criteria are satisfied in the sole determination of the Board. PSUs granted to a participant shall become fully vested and payable to the extent that the performance criteria set forth in the applicable award agreement are satisfied for the performance cycle. Payment to a participant in respect of vested PSUs shall be made to such participant within 95 days after the last day of the performance cycle or upon a change of control. Upon the death of a participant, subject to the applicable award agreement, all PSUs granted to the participant which, prior to the participant’s death, had not vested, will immediately be forfeited and cancelled without payment, provided, however, that the Board may determine, in its discretion, the number of the participant’s PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

 

If a key employee’s employment is terminated for cause, any PSUs granted to the participant will immediately terminate without payment and be cancelled as of the termination date. If a key employee’s employment is terminated without cause, by voluntary termination, or if the participant’s employment terminates due to retirement, all PSUs granted to the participant which, prior to such termination without cause, voluntary termination or retirement, as applicable, had not vested, will immediately be forfeited and cancelled without payment, provided, however, that the Board may determine, in its discretion, the number of the participant’s PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed. If a participant becomes afflicted by a disability, all PSUs granted to the participant will continue to vest in accordance with the terms of such PSUs, provided, however, that no PSUs may be redeemed during a leave of absence. Where a key employee’s employment is terminated due to disability, subject to the applicable award agreement, PSUs granted to such participant which had not vested will immediately terminate without payment and be cancelled, provided, however, that the Board may determine, in its discretion, the number of the participant’s PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

 

 

Where a consultant’s service to the Company terminates for any reason, subject to the applicable award agreement and any other contractual commitments between the participant and the Company, all PSUs granted to such participant that have not vested will immediately be forfeited and cancelled, provided, however, that the Board may determine, in its discretion, the number of the participant’s PSUs that will vest based upon the extent to which the applicable performance criteria have been satisfied in that portion of the performance cycle that has lapsed.

 

Deferred Share Units

 

The LTIP provides that the Board may, from time to time, in its sole discretion, grant awards of deferred share units (“DSUs”) to directors in lieu of director fees (but not to key employees or consultants). Directors may also elect to receive any or all of their fees in DSUs in lieu of cash. A director becomes a participant effective as of the date he or she is first appointed or elected as a director and ceases to be a participant at the time he or she ceases to be a director for any reason. The number of DSUs to be granted to a participant shall be calculated by dividing the amount of fees by the market unit price on the grant date. The market unit price is defined in the LTIP as the value of a Share determined by reference to the five-day volume weighted average trading price of a Share on the immediately preceding five trading days on which trading in the Shares took place.

 

Each participant shall be entitled to receive, subsequent to the effective date that the participant ceases to be a director for any reason or any earlier vesting period(s) set forth in the applicable award agreement, either: (a) that number of Shares equal to the number of DSUs granted to such participant; or (b) a cash payment in an amount equal to the market unit price of the DSUs granted to such participant on the trading day following the day that the participant ceases to be a director, net of applicable withholdings. In the event that the value of a DSU would be determined with reference to a period commencing at a fiscal quarter-end of the Company and ending prior to the public disclosure of interim financial statements for the quarter (or annual financial statements for the fourth quarter), the cash payment of the value of the DSUs will be made to the participant with reference to the five trading days immediately following the public disclosure of the interim financial statements for the quarter (or annual financial statements in the case of the fourth quarter). Upon the death of a participant, such participant’s estate shall be entitled to receive, within 120 days, a cash payment or Shares that would otherwise have been payable upon such participant ceasing to be a director.

 

Options

 

The LTIP provides that the Board may, from time to time, in its discretion, grant awards of Options to directors, key employees and consultants. The number of Options to be granted, the exercise price(s) and the time(s) at which an Option may be exercised shall be determined by the Board, in its sole discretion, provided that the exercise price of Options shall not be lower than the market price of the Shares at the time the Option is granted, where market price is the closing market price of the Shares on TSX at the time of the grant, and further provided that the term of any Option shall not exceed ten years.

 

In the event of a change of control, each outstanding Option issued to a director or a key employee shall automatically become fully and immediately vested and exercisable, subject to the policies of the TSX. Upon the death of a director or key employee, any Option held by such participant shall be exercisable by the person(s) to whom the rights of the participant under the Option shall pass by will or the laws of descent and distribution for a period of 120 days or prior to the expiration of the Option period in respect of the Option, whichever is sooner, and then only to the extent that such participant was entitled to exercise the Option at the date of death of such participant.

 

If a key employee is terminated for cause, no Option held shall be exercisable from the termination date. In the event that the employment of a key employee is terminated without cause, by voluntary termination or due to retirement or, in the case of directors, the participant ceases to be a director for any reason, subject to the applicable award agreement, any Option held shall remain exercisable in full for a period of 60 days after the termination or cessation date (in the case of key employees, subject to any longer period set out in an applicable award agreement, which longer period may not exceed twelve months from such termination date) or prior to the expiration of the Option period in respect of the Option, whichever is sooner, and then only to the extent that such participant was entitled to exercise the Option at such time. If a director or a key employee becomes afflicted by a disability, all Options granted to the participant will continue to vest in accordance with the terms of such Options, provided that if, in the case of key employees, a participant’s employment is terminated due to disability, or in the case of directors, the participant ceases to be a director as a result of disability, subject to the applicable award agreement, any Option held by such participant shall remain exercisable for a period of 120 days after the termination or cessation date or prior to the expiration of the Option period in respect of the Option, whichever is sooner, and then only to the extent that such participant was entitled to exercise the Option at such time.

 

 

In the case of consultants, if a participant ceases to be a consultant for any reason, subject to the applicable award agreement and any other contractual commitments between the consultant and the Company, no Option held by such participant shall be exercisable from the date of termination of service.

 

If approved at the Meeting, the LTIP will contain (i) a “cashless exercise” feature that permits an Optionee to elect to deliver a copy of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver to the Company an amount equal to the exercise price of the Options against delivery of the Shares to settle the applicable trade; and (ii) a “net exercise” feature that permits an Optionee to elect to exercise an Option or a portion thereof held by the Optionee by surrendering such Option or a portion thereof in consideration for the Company delivering the Shares to the Optionee but withholding the minimum number of the Shares otherwise deliverable in respect of the Options that are needed to pay for the exercise price of such Options.

 

The number of Shares to be delivered on a net exercise is equal to the product of the number of Shares underlying the Options to be surrendered and the quotient of the Current Market Value of the Shares as at the date of the surrender less the Exercise Price of such Options and the Current Market Value of the Shares as at the date of the surrender.

 

Stock Appreciation Rights

 

The LTIP provides that the Board may, from time to time, in its discretion, grant awards of stock appreciation rights (“SARs”) to directors, key employees and consultants, either on a stand-alone basis or in relation to any Options. SARs are awards that entitle the participant to receive an amount (the “SAR Amount”) equal to the excess, if any, of the current market price on the exercise date over the exercise price of the SAR (the “SAR Grant Price”), multiplied by the number of Shares in respect of which the SAR is being exercised. The current market price is defined in the LTIP as the last closing price of the Shares on the immediately preceding trading day prior to the relevant exercise date. The SAR Amount is payable in Shares in an amount equal to the SAR Amount divided by the current market price, provided that the applicable award agreement may provide that the Company may alternatively satisfy the SAR Amount by paying to the participant cash in an amount equal to the SAR Amount. The number of SARs to be granted, the SAR Grant Price and the time(s) at which a SAR may be exercised shall be determined by the Board and set out in an award agreement, provided that the SAR Grant Price shall not be lower than the exercise price permitted by the TSX and further provided that the term of any SAR shall not exceed ten years. The terms of, and SAR Grant Price of, any SAR granted in relation to an Option shall be the same as the terms and exercise price of the Option it is granted in relation to.

 

In the event of a change of control, each outstanding SAR issued to directors and key employees shall automatically become fully and immediately vested and exercisable, subject to the applicable award agreement and the policies of the TSX. Where, in the case of directors and key employees, a participant shall die while holding a SAR, any SAR held by such participant shall be exercisable by the person(s) to whom the rights of the participant under the SAR shall pass by will or the laws of descent and distribution for a period of 120 days or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such participant was entitled to exercise the SAR at the date of death of such participant.

 

Where the employment of a key employee is terminated for cause, no SAR held shall be exercisable from the termination date. In the event that the employment of a key employee is terminated without cause, by voluntary termination or due to retirement or, in the case of directors, the participant ceases to be a director for any reason, subject to the applicable award agreement, any SAR held shall remain exercisable in full for a period of 60 days after the termination or cessation date or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such participant was entitled to exercise the SAR at such time. If a director or key employee becomes afflicted by a disability, all SARs granted to the participant will continue to vest in accordance with the terms of such SARs, provided that if, in the case of key employees, a participant’s employment is terminated due to disability, or in the case of directors, the participant ceases to be a director as a result of disability, subject to the applicable award agreement, any SAR held by such participant shall remain exercisable for a period of 120 days after the termination or cessation date or prior to the expiration of the exercise period in respect of the SAR, whichever is sooner, and then only to the extent that such participant was entitled to exercise the SAR at such time.

 

 

Where a consultant’s service to the Company terminates for any reason, subject to the applicable award agreement and any other contractual commitments between the participant and the Company, no SAR held by such participant shall be exercisable from the date of termination of service.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table sets forth the securities authorized for issuance under equity compensation plans of the Company as of the financial year ended April 30, 2024.

 

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)				Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
Equity Compensation Plans Approved by Securityholders			-				-				-
Equity Compensation Plans Not Approved by Securityholders(1)			1,697,300			$	3.36				8,887,985	(2)
Total			1,697,300				-				8,887,985

 

Notes:

 

(1)	In connection with the Company’s initial public offering completed in December 2019, the Company adopted the LTIP, which allows the Board to grant long-term equity-based awards to eligible participants. Shareholders will be asked to vote on certain amendments to the LTIP at the Meeting.
(2)	The maximum number of Shares reserved for issuance under the LTIP is 10,775,285.

 

The following table sets forth the burn rate of the LTIP for the three most recently completed financial years:

 

Year ended April 30		Equity Granted				Weighted Average Securities Outstanding				Burn Rate(1)
2024			501,300				108,639,674				0.5	%
2023			500,750				97,948,882				0.5	%
2022			923,950				88,268,372				1.0	%

 

Note:

 

(1)

Annual burn rate is calculated as (i) the number of securities granted under the LTIP during the applicable fiscal year over (ii) the weighted average number of Share outstanding for the applicable fiscal year, expressed as a percentage.

 

For further information on the LTIP, see the section entitled “Compensation – Long-Term Incentive Plan” on page 30.

 

 

Governance

 

Our Board regularly reviews our governance processes and practices to make sure the Board continues to effectively oversee management and our business affairs, and to ensure our governance framework meets regulatory requirements and reflects evolving best practices. We believe our governance processes and practices are consistent with the Canadian Securities Administrators’ corporate governance guidelines, the TSX corporate governance rules and the Nasdaq Listing Rules for corporate governance of foreign private issuer publicly listed companies applicable to us.

 

Note to Shareholders regarding compliance with NASDAQ Listing Rules

 

The Company is a “foreign private issuer” as defined under the Nasdaq Listing Rules. As a foreign private issuer, the Company is not required to comply with all of the corporate governance requirements of the Nasdaq Listing Rules and may follow home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to disclose third party director and nominee compensation set forth in Rule 5250(b)(3) and the requirement to distribute annual and interim reports set forth in Rule 5250(d), subject to several important exceptions, including a requirement that the Company have an audit committee that satisfies Nasdaq Listing Rule 5605(c)(3), and ensure that such audit committee’s members meet the independence requirement in Rule 10A-3(b)(1) under the Exchange Act. The Company has reviewed the Nasdaq corporate governance requirements and confirms that the Company is in compliance with the Nasdaq corporate governance standards in all significant respects.

 

The manner in which the Company’s corporate governance practice differs from the Nasdaq corporate governance requirements is described in the Company’s Nasdaq Corporate Governance disclosure, which can be viewed on the Company’s website at https://www.uraniumroyalty.com/_resources/governance/Nasdaq-Statement-of-Corporate-Governance-Differences.pdf.

 

The Board of Directors

 

Board Chair, Committee Chairs, Lead Director, President & CEO

 

Chairman of the Board of Directors and Committee Chairs

 

Mr. Adnani, the Chairman of the Board, is the founder of the Company. The Chairman is responsible for providing leadership that enhances the effectiveness of the Board and chairing all Board meetings. The Chairman manages the Board’s affairs to assist the directors in carrying out their responsibilities and helps the Board operate cohesively. The Chairman works closely with the chair of the Nominating and Corporate Governance Committee to regularly evaluate, and in appropriate circumstances propose enhancements to, the Board’s governance structure and procedures.

 

The Chairman and respective committee chairs are responsible for (i) setting agendas for, scheduling, and presiding over meetings of the Board or committee; (ii) ensuring that meetings are organized properly and that all business required to come before the meeting is presented to its members in a timely and appropriate manner; (iii) leading the Board or committee in regularly reviewing and assessing the adequacy of its mandate and its effectiveness in fulfilling its mandate: and (iv) in the case of the Chairs of each committee, report to the Board with respect to the activities of the committee.

 

The Board has not developed a separate written position description for the Chair and the Chair of each Board committee.

 

Lead Independent Director

 

The Board has appointed Ms. Patel, an independent member of the Board, as Lead Independent Director. The Lead Independent Director’s primary responsibility is to ensure that the Board functions independently of management and to act as principal liaison between the independent directors and the non-independent directors and the Chief Executive Officer. The Board has developed a position description for the Lead Independent Director which provides that the Lead Independent Director shall, among other things:

 

●

in consultation with the Chairman, review and make recommendations with respect to the agenda for Board meetings;

 

 

	●	ensure that independent directors have the opportunity to meet separately without non-independent directors and members of management of the Company;
	●	request in camera sessions of the independent directors; and
	●	provide leadership for the independent directors and ensure that the Board understands its responsibilities and can work cohesively.

 

The primary focus of the Lead Independent Director is to provide leadership for the independent directors and ensure that the Board’s agenda enables it to successfully carry out its duties. The Lead Independent Director chairs all independent director meetings and reports the results of these meetings to the non-independent directors and the Chief Executive Officer.

 

The position description of the Lead Independent Director sets out the full description of the responsibilities of the Lead Independent Director and is available on the Company’s website at www.uraniumroyalty.com.

 

President & Chief Executive Officer

 

The role of President and Chief Executive Officer is held by Scott Melbye. Mr. Melbye is also a director of the Company. The Chief Executive Officer’s principal duties and responsibilities are for planning the strategic direction of the Company, providing leadership to the Company, acting as a spokesperson for the Company, reporting to Shareholders, and overseeing the executive management of the Company.

 

The Board and the Chief Executive Officer have not developed a written position description for the Chief Executive Officer.

 

Mandate, roles and responsibilities

 

The Board is responsible for supervising the management of the business and affairs of the Company. The Board does not have a written mandate. In fulfilling its responsibilities, the Board is responsible for, among other things: (i) strategic planning for the Company; (ii) monitoring of the Company’s financial performance, financial reporting, financial risk management and oversight of policies and procedures; (iii) reviewing and, where appropriate, approving major corporate actions and internal controls of the Company; (iv) assessing risks facing the Company and reviewing options for their mitigation; (v) ensuring that the Company’s business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations; (vi) appointing officers of the Company, ensuring that they are qualified for their roles and planning their success as appropriate from time to time; and (vii) establishing and overseeing committees of the Board as appropriate, approving their mandates and approving any compensation of their members.

 

The Board delegates work to its committees to fulfil its responsibility to supervise the management of the business and affairs of the company. The Board’s three formal standing committees are:

 

	●	Audit Committee (see “Independence of Audit Committee” on page 37);
	●	Nominating and Corporate Governance Committee (see “Nomination” on page 39); and
	●	Compensation Committee (see “Compensation Governance” on page 21).

 

 

Independence of Audit Committee

 

Each member of the Audit Committee is considered “financially literate” as defined in NI 52-110.

 

Only two of the three current committee members are considered independent pursuant to NI 52-110, Rule 10A-3 of the Exchange Act and Nasdaq Listing Rules. Mr. Adnani was appointed to the Audit Committee on October 12, 2023 to fill the vacancy created on the committee as a result of John Griffith not standing for reelection at the Company’s annual general meeting in 2023. The Company has relied upon certain exemptions from applicable Nasdaq, United States and Canadian securities laws with respect to Audit Committee member independence since Mr. Adnani is not treated by the Board as an independent director. Mr. Adnani’s membership on the Audit Committee is temporary and the Board will look to appoint an independent director to the Audit Committee as soon as possible.

 

The Board has determined that Mr. Gregson is an audit committee financial expert, under the applicable criteria prescribed by the SEC in the general instructions of Form 40-F. The SEC has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the Audit Committee and the Board in the absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or the Board.

 

As required by NI 52-110, information about our Audit Committee is provided in our most recent annual information form dated July 24, 2024, which is available under our SEDAR+ profile at www.sedarplus.ca and on our website at www.uraniumroyalty.com.

 

 

Building an effective Board

 

Independence

 

The Board is currently comprised of four members, two of whom are considered independent and two of whom are not independent. With the exception of Mr. Adnani’s temporary appointment to the Audit Committee, all members of the Board’s standing committees are independent.

 

The independence of the directors is determined in accordance with NI 52-110, which provides that a director is independent if he or she has no direct or indirect material relationship with the Company and its subsidiaries. A “material relationship” is defined to mean a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgment and includes an indirect material relationship. The Company also determines independence of its directors pursuant to Nasdaq Listing Rules. The Nasdaq Listing Rules provides that no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with the Company that would interfere with the exercise of independent judgment.

 

Ms. Patel and Mr. Gregson are considered “independent” as provided by NI 52-110 and Nasdaq Listing Rules. Mr. Adnani and Mr. Melbye are not considered “independent”. Mr. Adnani is not independent by virtue of his involvement with UEC as its Chief Executive Officer. Mr. Melbye is not independent by virtue of his involvement with the Company as its Chief Executive Officer.

 

On completion of the Meeting, the Company expects the Board will be comprised of five members, three of whom would be considered independent.

 

Separate Roles

 

The roles of the Chairman and of the President and Chief Executive Officer are separate. The Board believes that this separation increases the effectiveness of the Board and facilitates enhanced oversight of management.

 

Mr. Adnani, the Chairman of the Board, is not independent. To promote strong Board leadership, encourage open discussion and debate at Board meetings and avoid potential conflicts of interest, the Board has appointed Ms. Patel, an independent member of the Board, as Lead Independent Director.

 

Private Independent Directors’ Meetings

 

The independent directors are also able to meet at any time without members of management and non-independent directors being present. The independent directors are actively and regularly involved in reviewing the operations of the Company, have full access to management and are encouraged to seek the advice of financial, legal or other advisors when necessary. The independent directors discharge their responsibilities for independent oversight of management through their representation on the Board.

 

During the financial year ended April 30, 2024, the independent directors met four times. The independent directors meet at least once each year or more frequently as necessary to deal with current business and affairs. The independent directors hold meetings at which non-independent directors and members of management are not in attendance. In order to facilitate open and candid discussion among independent directors, communication among the independent directors also occurs on an informal and ongoing basis as such need arises.

 

Nomination

 

The Board’s responsibilities relating to corporate governance guidelines and practices, the identification, nomination and assessment of current and potential new directors is discharged by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is comprised of Ms. Patel (chair) and Mr. Gregson. Each member of the Nominating and Corporate Governance Committee is considered independent pursuant to NI 52-110 and Nasdaq Listing Rules. See also “Building an effective Board – Independence”.

 

 

The Nominating and Corporate Governance Committee, together with the Board, have primary responsibility for identifying potential new directors. The Nominating and Corporate Governance Committee makes recommendations to the Board in respect of filling vacancies on the Board and as to nominees for the Board. On an annual basis, the Board reviews its strategies to determine the composition of the Board and the appropriate candidates to be put forth for election as directors at annual general meetings. The review takes into account the desirability of maintaining a balance of skills, experience, background and diverse perspectives.

 

The Nominating and Corporate Governance Committee is responsible for developing and establishing corporate governance guidelines and practices for the Board and the Company, for assessing the overall effectiveness and composition of the Board and committees of the Board and for providing recommendations to the Board for suitable nominations of directors at annual general meetings of Shareholders and the filling of vacancies on the Board.

 

Assessments

 

The Board establishes appropriate practices for the regular evaluation of the effectiveness of the Board, its committees and its members. Such assessment considers, in the case of the Board or a committee of the Board, its mandate or charter; and, in the case of an individual director, the applicable position description(s), as well as the competencies and skills each individual director is expected to bring to the Board. The Nominating and Corporate Governance Committee recommends to the Board any changes that would enhance the performance of the Board based on a variety of assessment criteria.

 

During the financial year ended April 30, 2024, the Board conducted a board effectiveness assessment with regard to each of our Company’s directors. Our Board determined that each of the Company’s directors meets a high standard in terms of meeting attendance, preparation and engagement with the Company. All are highly effective and bring a diverse set of backgrounds and expertise to the Board.

 

Commitment and Tenure

 

Meeting attendance

 

The Board meets as many times as necessary to address all current affairs and business. Each committee of the Board meets at least once each year or more frequently as necessary to deal with current business and affairs. The Audit Committee meets at least four times each year. See also “Election of Directors – Director Attendance” on page 18 for director attendance records.

 

Director Commitments

 

The Board believes that each of its members should have sufficient time and attention to devote to board duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and nominees for director have sufficient time and attention to devote to Board duties, the Board and Nominating and Corporate Governance Committee consider, among other things, whether directors may be “overboarded”, which refers to the situation where a director serves on an excessive number of boards. See also “Election of Directors – Other Directorships” on page 18.

 

Board Renewal

 

The Company does not have a mandatory retirement age or limit on the number of terms that a director may serve. The Board recognizes the value of board renewal and the perspectives that new directors can bring and considers these factors when nominating candidates for directorship and conducting assessments of the Board’s performance. The Board balances these interests against the value of having members with corporate and industry-specific knowledge that can be gained through continuous service.

 

 

Orientation and Continuing Education

 

The Board does not have any formal procedures to orient new Board members or provide continuing education for directors. When a new director is appointed, such director has the opportunity to meet other directors, executives, management and employees of the Company with orientation tailored to the needs and experience of the new director, as well as overall needs of the Board. New Board members are provided with information respecting the Company and its business and operations.

 

The Company relies on the advice of its professional advisors to update the knowledge of its Board members in respect of changes in relevant policies and regulations. A number of directors are also directors of other publicly traded companies and are benefiting from exposure to boards of directors of such companies. New Board members are generally selected on the basis of their breadth of experience with respect to the mining industry, having regard to the requirements for appropriate skill sets required by the Company.

 

As an ongoing process, the Board considers executive and management development (including training and monitoring of senior executives and management) based mainly on periodic reports from the Compensation Committee and the Nominating and Corporate Governance Committee. Board members are encouraged to communicate with executives, management, auditors and technical consultants to keep themselves current with the business and affairs of the Company and with respect to developments within the mining industry. Board members have free and full access to the Company’s records at all times.

 

Diversity

 

The Company believes that diverse perspectives enhance its organizational strength, problem solving ability and opportunity for innovation. Furthermore, the Company recognizes that diversity of skill and experience is a critical and valuable consideration in the assessment of the Board, its composition and prospective nominee candidates as well as the composition of its senior management team.

 

The Company has not adopted a written policy relating to the identification and nomination of women, Indigenous peoples, persons with disabilities, and members of visible minorities (collectively, “Diversity Groups”) as directors, executive officers and members of senior management as the Company generally has and will continue to consider diversity when considering candidates. The Company has not adopted a formal target regarding any of the four designated Diversity Groups in director, executive officer or senior management positions. The Company believes that diversity is an important factor when identifying candidates for director, executive officer and senior management positions and, to that end, encourages members of the Diversity Groups to apply for open positions. The Company evaluates diversity as one of a variety of factors when considering a candidate, including their skills, expertise, experience and personal characteristics.

 

When considering the composition of, and individuals to nominate or hire to, the Board, executive officer positions and members of senior management, the Nominating and Corporate Governance Committee and the Board, as applicable, will consider diversity from a number of aspects, including, but not limited to, gender, age, ethnicity and cultural diversity.

 

The Nominating and Corporate Governance Committee takes gender, age, ethnicity, cultural diversity and skill into consideration as part of its overall recruitment and selection process in respect of potential candidates for the Board and executive officer positions. Accordingly, when searching for new directors, executive officers, and members of senior management, the Nominating and Corporate Governance Committee will consider the level of representation of the four designated Diversity Groups on the Board and among the Company’s executive officers and senior management. This will be achieved by monitoring on an ongoing basis the level of representation of the four designated Diversity Groups on the Board, in executive officer and senior management positions.

 

The Company currently has one female director, representing 25% of our total directors, one female executive officer representing 33% of our total executive officers and one female member of senior management representing 50% of our total senior management. The Company currently has: (i) two directors who are members of visible minorities, representing 50% of our total directors; and (ii) one executive officer who is a member of visible minority representing 33% of our total executive officers. No Indigenous peoples or persons with disabilities currently serve on the Board or currently hold any executive officer positions within the Company. The Company continues to be committed to ongoing review with respect to the diversity of its directors, executive officers and members of senior management.

 

 

Culture and Conduct

 

Our Code of Conduct and other governance policies

 

Code of Conduct

 

The Company has adopted a written code of business conduct and ethics (the “Code of Conduct”) to assist its employees, officers and directors to maintain the highest standards of ethical conduct in corporate affairs and to encourage a culture of honesty, accountability and fair business practice. The Code of Conduct addresses fair dealings, compliance with laws, regulations and rules, conflicts of interest, corporate opportunities, accepting and giving gifts, public disclosure, shareholder relations, use of the Company’s property, handling of confidential information, discrimination and harassment and reporting of violations of the Code of Conduct. Any person subject to the Code of Conduct will be required to disclose interests that may give rise to conflicts of interest. The Code of Conduct also addresses matters concerning public disclosure and provides that communications with the public concerning the Company are full, fair, accurate, timely and understandable, and in accordance with the disclosure requirements under applicable securities laws. The Board will have the ultimate responsibility for the administration of the Code of Conduct. The Board monitors compliance with the Code of Conduct by requiring any person subject to the Code of Conduct to report breaches thereof to the attention of the Nominating and Corporate Governance Committee Chair. To ensure the directors exercise independent judgement in considering transactions and agreements in which a director or executive officer has a material interest, any such director or executive officer removes himself or herself during any related Board discussions and such director does not cast a vote on any matter in respect of which such director has a material interest.

 

The Code of Conduct is available under the Company’s profile on SEDAR+ and on the Company’s website at www.uraniumroyalty.com.

 

Other Governance Policies

 

The Company has adopted an insider trading policy (the “Insider Trading Policy”), which applies to all employees, officers and directors of, and consultants and contractors to, the Company or any subsidiary of the Company who receive or have access to “material non-public information” (as such term is defined in the Insider Trading Policy). This group of people, members of their immediate families, and members of their households are referred to as “insiders” in the Insider Trading Policy. The Insider Trading Policy also applies to any person who receives material non-public information from any insider.

 

The objective of the Insider Trading Policy is to ensure that any purchase or sale of securities occurs without actual or perceived violation of applicable securities laws. The Insider Trading Policy provides for trading bans during which insiders and other persons who are subject to the policy are prohibited from trading in securities of the Company. The Insider Trading Policy also prohibits insiders and other persons who are subject to the policy from trading in securities of the Company during the period commencing on the first day after the end of each fiscal quarter and ending one trading day following the date of the public disclosure of the financial results for that quarter. Additional trading bans may also be prescribed from time to time to suspend trading because of developments known to the Company and not yet disclosed to the public.

 

The Company has adopted a whistleblower policy (the “Whistleblower Policy”) wherein directors, officers and employees of the Company are provided with the mechanics by which they may raise concerns with respect to any unlawful, illegal or otherwise improper behaviour. The Whistleblower Policy provides information regarding who to contact with a complaint or concern and how the Company will respond to a complaint or concern.

 

The Company has adopted an anti-corruption and corporate disclosure policy (the “Anti-Corruption Policy”) wherein directors, officers and employees of the Company are provided with supplemental guidance to the anti-corruption provisions of the Code of Conduct and provided further detail relating the Company’s anti-corruption policies including prevention of improper payments, accounting standards and reporting standards. The Anti-Corruption Policy provides information regarding who to contact with a complaint or concern and how the Company will respond to a complaint or concern.

 

 

Risk Management

 

The Board ensures that management identifies the principal risks of the Company’s business and implement appropriate systems and procedures to manage such risks. The Board regularly reviews the Company’s goals and strategies with management while taking into account the new opportunities and key risks of the business.

 

The Board from time to time reviews and considers general and specific risks faced by the Company. The Board closely monitors and analyzes the potential vulnerability of the Company’s operations and financial condition in light of risks that arise in respect of the Company’s business. Management is tasked with identifying risks and assessing each risk’s impact, likelihood of occurring, and the effectiveness of current processes to manage and mitigate any such risks.

 

The Company may be subject to cyber-attacks and other information security breaches from time to time. The Board is responsible for overseeing cyber and data security risks and associated mitigation strategies, and will meet from time to time, or as otherwise deemed necessary, to assess any such risks and to review the Company’s risk management practices. The Company’s risk and exposure to cyber-related issues cannot be fully mitigated as a result of, among other things, the constant evolving nature of these threats. To date, the Company has not experienced any material losses or experienced significant harm relating to cyber-attacks or other information security breaches. However, there can be no assurance that we will not incur such losses in the future.

 

Environment, Sustainability and Corporate Social Responsibility

 

In the financial year ended April 30, 2023, the Company conducted a materiality assessment of its environmental, social and governance (“ESG”) practices, resulting in the implementation of the Company’s Sustainability Program to strengthen our ESG-related due diligence and corporate risk management functions.

 

The Board has adopted a sustainability policy which sets out the Company’s commitment to the environment and its community and to responsible and sustainable uranium mining as a means to create long-term value for its stakeholders and a driver for positive social change. The Company’s sustainability policy is available on the Company’s website at https://www.uraniumroyalty.com/company/corporate-governance/.

 

The Company published its inaugural Sustainability Report in November 2023, which aims to enhance transparency by communicating the Company’s policies, priorities and performance to its stakeholders. The report includes disclosures containing relevant, industry-specific information and data aligned with globally recognized standards, including the Sustainability Accounting Standards Board. The Company’s Sustainability Report is available on the Company’s website at https://www.uraniumroyalty.com/_resources/reports/URC_Inaugural_Sustainability_Report.pdf.

 

In the year ended April 30, 2024, management assessed modern slavery risks in the Company’s supply chain in preparation for the Company’s first Modern Slavery Report and filed the Company’s first Modern Slavery Report in compliance with Canadian government regulations. The Company’s 2024 Modern Slavery Report sets out the steps taken to prevent and reduce the risk that forced labour or child labour is used at any step of the production of goods in Canada or elsewhere, including the Company’s risk oversight by the Board, the due diligence procedures of the Company in entering transactions, and the Company’s Code of Conduct, Sustainability Policy and other governance policies described in this Circular.

 

Based on the Company’s assessment, there were no incidents of forced or child labour identified in the Company’s operations or supply chain in the reporting year. The Company’s Modern Slavery Report for the year ended April 30, 2024 is available on its website at https://www.uraniumroyalty.com/company/corporate-governance/.

 

Related Party Transactions

 

Related party transactions are based on the amounts agreed to by the parties. During the years ended April 30, 2024 and 2023, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than described herein. On October 17, 2023, and February 9, 2024, UEC purchased 1,930,750 Shares and 1,047,614 Shares, respectively, under the public offerings.

 

 

Other Information

 

Management contracts

 

The management functions of the Company and its subsidiaries are not performed by any person or persons other than the director, executive officers of the Company, or companies controlled by the executive officers.

 

Interest of Informed Persons in Material Transactions

 

No informed person of the Company, Nominee or any associate or affiliate of such informed person or Nominee, has any material interest, direct or indirect, in any transaction since the commencement of our most recently completed financial year or in any proposed transaction which has materially affected or will materially affect us or our subsidiary, except any interest arising from the ownership of Shares where such person or company will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of the same class of Shares who are resident in Canada.

 

For the purposes of this Circular, an “informed person” means (i) any of our directors or officers; (ii) a director or officer of a person or company that is itself an informed person; or (iii) any person or company who beneficially owns, directly or indirectly, and/or exercises control or direction over our voting securities carrying more than 10% of the voting rights attaching to all our outstanding voting securities.

 

Registrar and Transfer Agent

 

Our registrar and transfer agent is Computershare Investor Services Inc., 510 Burrard Street, 3^rd Floor, Vancouver, British Columbia V6C 3B9.

 

Other Business

 

Our management knows of no other matters to come before the Meeting other than as referred to in the Notice of Meeting. However, if any other matter(s) which are not known to our management shall properly come before the Meeting, the proxy given pursuant to the solicitation by our management will be voted on such matter(s) in accordance with the best judgment of the person(s) voting the proxy.

 

Additional Information

 

Additional information relating to the Company is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.uraniumroyalty.com. Additional financial information is provided in the Company’s comparative audited financial statements and management’s discussion and analysis (the “MD&A”) for the Company’s most recently completed financial year, which are also available on SEDAR+. Shareholders may contact the Company to request a paper copy of the Meeting Materials or the Company’s comparative audited financial statements and MD&A by: calling toll free at 1-855-396-8222 (extension 522), or by sending a written request to Suite 1830 – 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Attention: Chief Financial Officer. There is no cost to Shareholders for requesting a paper copy of the Meeting Materials or the comparative audited financial statements and MD&A.

 

Shareholder Proposals

 

The Company must receive any proposals for any matter that a person entitled to vote at an annual meeting of Shareholders proposes to raise at the next annual meeting of Shareholders between May 15, 2025 and July 14, 2025, subject to the requirements of the CBCA.

 

 

Shareholder Nominations

 

The By-Laws of the Company include advance notice provisions, whereby Shareholders may nominate a candidate for election as a director of the Company. Such notice must be delivered prior to the Meeting and in accordance with the timelines and other requirements set forth in the By-Laws of the Company and in writing and proper form to the Company at Suite 1830 – 1188 West Georgia Street, Vancouver, British Columbia, V6E 4A2, Attention: Chief Executive Officer. No nominations were received from the Shareholders for consideration at the Meeting.

 

Approval of Circular

 

The undersigned hereby certifies that the contents and the sending of this Circular have been approved by our directors.

 

DATED at Vancouver, British Columbia, Canada, as of the 23^rd day of August, 2024.

 

	BY ORDER OF THE BOARD OF DIRECTORS OF URANIUM ROYALTY CORP.
	/s/ Amir Adnani
	Amir Adnani
	Chairman and Director

 

 

Schedule “A”

 

Comparison document for the Amended LTIP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

 

NOTICE OF OUR 2024 ANNUAL MEETING

 

You are invited to the annual general and special meeting (the “Meeting”) of shareholders of Uranium Royalty Corp. (the “Company”), which will be held on Thursday, October 17, 2024, at 9:00 a.m. (Vancouver time), in person at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia.

 

What the Meeting will cover:

 

1.	Financial Statements: to receive the financial statements of the Company for the financial year ended April 30, 2024, together with the accompanying auditor’s report;
2.	Election of Directors: to elect directors for the Company for the ensuing year as set forth in the Company’s Management Circular (the “Circular”);
3.	Appointment of Auditor: to reappoint PricewaterhouseCoopers LLP as auditor for the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
4.	Approval of Amendment and Restatement of the Long-Term Incentive Plan: to consider and, if thought appropriate, approve an ordinary resolution ratifying, affirming and approving certain amendments to the Company’s long-term incentive plan, as amended, with an effective date of July 6, 2023 – see “Approval of the Amendment and Restatement of the Long-Term Incentive Plan” in the Circular; and
5.	Other Business: to transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

 

The foregoing items are more fully described in the Circular. As outlined in the accompanying Circular, our board of directors recommends that you vote “FOR” each director nominee, and “FOR” proposals 3 and 4.

 

YOUR VOTE IS VERY IMPORTANT. Whether or not you expect to attend the Meeting, where you may cast your vote in person, we urge you to cast your vote as promptly as possible by one of the methods below. A proxy may be revoked in the manner described in the accompanying Circular.

 

By using the internet at: ●     www.investorvote.com (for registered shareholders) ●     www.proxyvote.com (for beneficial shareholders)

By calling the telephone number printed on your form of proxy (for registered shareholders) or voting instruction form (for beneficial shareholders).

 

For further information on how to vote, please refer to the instructions on the accompanying proxy card and the accompanying proxy statement. Shareholders are reminded to review the Meeting Materials prior to voting.

 

DATED at Vancouver, British Columbia,	BY ORDER OF THE BOARD OF DIRECTORS
as of the 23rd day of August, 2024.
	/s/ Amir Adnani
	Amir Adnani
	Chairman and Director

 

 

 

 

Exhibit 99.3

 

 

URANIUM ROYALTY CORP.

 

 

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 17, 2024

 

NOTICE-AND-ACCESS NOTICE TO SHAREHOLDERS

 

 

NOTICE IS HEREBY GIVEN that our annual general and special meeting of shareholders of Uranium Royalty Corp. (the “Company”) will be held at 1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, Canada, on Thursday, October 17, 2024, at 9:00 a.m. (Vancouver time) (the “Meeting”), for the following purposes:

 

1.	Financial Statements: to receive the financial statements of the Company for the financial year ended April 30, 2024, together with the accompanying auditor’s report;

 

2.	Election of Directors: to elect directors for the Company for the ensuing year as set forth in the Company’s Management Circular (the “Circular”);

 

3.	Appointment of Auditor: to reappoint PricewaterhouseCoopers LLP as auditor for the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;

 

4.

Approval of Amendment and Restatement of the Long-Term Incentive Plan: to consider and, if thought appropriate, approve an ordinary resolution ratifying, affirming and approving certain amendments to the Company’s long-term incentive plan, as amended, with an effective date of July 6, 2023 – see “Approval of the Amendment and Restatement of the Long-Term Incentive Plan” in the Circular; and

 

5.	Other Business: to transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

 

The Company is using notice-and-access rules adopted by the Canadian Securities Administrators, and relying on certain exemptions obtained by the Company under the Canada Business Corporations Act, to provide shareholders with electronic access to the Notice of Meeting, Circular, audited annual financial statements of the Company for the year ended April 30, 2024, and the accompanying management’s discussion and analysis (collectively, the “Meeting Materials”), instead of mailing paper copies. The Meeting Materials are available on the Company’s website at: https://www.uraniumroyalty.com/investor-centre/shareholder-meetings/ and under the Company’s profile on www.sedarplus.ca. The use of the notice-and-access provisions reduces costs to the Company.

 

To request a paper copy of the Meeting Materials by mail or to receive additional information about notice-and-access, please call the Company toll free at 1-855-396-8222 (extension 522). There is no cost to you to request a paper copy of the Meeting Materials. Any Shareholder wishing to request a paper copy of the Meeting Materials should do so by 4:00 p.m. (Vancouver time) on October 7, 2024, in order to receive and review the Meeting Materials and submit their vote by 9:00 a.m. (Vancouver Time) on October 15, 2024, as set out in the proxy or voting instruction form accompanying this Notice. Please retain the proxy or voting instruction form accompanying this Notice as another will not be sent.

 

 

The Company’s board of directors has fixed August 22, 2024, as the record date for the determination of Shareholders entitled to notice of and to vote at the Meeting and at any adjournment(s) or postponement(s) thereof. Only Shareholders whose name appears on the records of the Company’s central security register (“Registered Shareholder”) at the close of business on the record date are entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

 

Registered Shareholders are entitled to vote at the Meeting in person or by proxy. Registered Shareholders who are unable to attend the Meeting, or any adjournment(s) or postponement(s) thereof, are requested to complete, sign, date and return the proxy accompanying this Notice in accordance with the instructions set out therein and in the Information Circular. A proxy will not be valid unless it is received by Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 by 9:00 a.m. (Vancouver time) on October 15, 2024, or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) thereof. The chairman of the Meeting has the discretion to accept proxies received after that time. Registered Shareholders may also vote their proxies via telephone or the internet in accordance with the instructions provided in the proxy.

 

Non-registered Shareholders who received a voting instruction form accompanying this Notice through a broker or other intermediary must deliver the voting instruction form in accordance with the instructions provided by such intermediary. Failure to do so may result in your shares not being eligible to be voted by proxy at the Meeting. Non-registered Shareholders must make additional arrangements through such intermediary to vote in person at the Meeting.

 

Shareholders are reminded to review the Meeting Materials prior to voting.

 

DATED at Vancouver, British Columbia, Canada, as of the 23rd day of August, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS
/s/ Amir Adnani
Amir Adnani
Chairman and Director

 

 

 

 

Exhibit 99.4

 

 

 

 

 

 

 

Exhibit 99.5

 

 

 

 

 

 

 

 

 

 

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