Filed 2025-04-15 · Period ending 2024-12-31 · 64,848 words · SEC EDGAR
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# Western Uranium & Vanadium Corp. (WSTRF) — 10-K **Filed:** 2025-04-15 **Period ending:** 2024-12-31 **Accession:** 0001213900-25-032203 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1621906/000121390025032203/) **Origin leaf:** 8cc6109e151aa1a937065ac63f131d5751200ffe92181994a40a5d34ba287874 **Words:** 64,848 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, D.C. 20549** **** **FORM 10-K** **** **(Mark One)** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** For the fiscal year ended December 31, 2024 or **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** For the transition period from ______________to ______________ Commission File Number **000-55626** **WESTERN URANIUM & VANADIUM CORP.** (Exact Name of Registrant as Specified in Its Charter) | Ontario, Canada | | 98-1271843 | | | (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) | | | 5 Church Street Toronto, Ontario, Canada | | M5E 1M2 | | | (Address of Principal Executive Offices) | | (Zip Code) | | | (970) 864-2125 | | (Registrants Telephone Number, Including Area Code) **Securities registered pursuant to Section 12(b) of the Act:** | Title of each class | | Trading Symbol(s) | | Name of exchange on which registered | | | N/A | | | | | | **** **Securities registered pursuant to Section 12(g) of the Act:** | Common Shares | | (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of June 30, 2024, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the registrants common shares held by non-affiliates of the registrant was approximately $63.9 million, based on the closing price of the registrants common shares of $1.27 per share. As of April 14, 2025, 59,386,546 of the registrants no par value common shares were outstanding. **** **** **** WESTERN URANIUM & VANADIUM CORP. **FORM 10-K** **** **TABLE OF CONTENTS** | USE OF NAMES | ii | | | | | | | CURRENCY | ii | | | | | | | FORWARD-LOOKING STATEMENTS AND INTRODUCTION | ii | | | | | | | CAUTIONARY NOTE TO INVESTORS CONCERNING DISCLOSURE OF MINERAL RESOURCES & RESERVES | ii | | | | | | | GLOSSARY | v | | | | | | | GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES | vii | | | | | | | PART I | 1 | | | | | | | ITEM 1. | BUSINESS | 1 | | | ITEM 1A. | RISK FACTORS | 13 | | | ITEM 1B. | UNRESOLVED STAFF COMMENTS | 24 | | | ITEM 1C. | CYBERSECURITY | 24 | | | ITEM 2. | PROPERTIES | 25 | | | ITEM 3. | LEGAL PROCEEDINGS | 44 | | | ITEM 4. | MINE SAFETY DISCLOSURES | 44 | | | | | | | | PART II | 45 | | | | | | | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 45 | | | ITEM 6. | [RESERVED] | 45 | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 45 | | | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 56 | | | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 56 | | | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 56 | | | ITEM 9A. | CONTROLS AND PROCEDURES | 56 | | | ITEM 9B. | OTHER INFORMATION. | 57 | | | ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. | 57 | | | | | | | | PART III | 58 | | | | | | | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 58 | | | ITEM 11. | EXECUTIVE COMPENSATION | 61 | | | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 63 | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 66 | | | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 67 | | | | | | | | PART IV | 68 | | | | | | | ITEM 15. | EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES | 68 | | | ITEM 16. | FORM 10-K SUMMARY | 69 | | | | | | | | SIGNATURES | 70 | | i **USE OF NAMES** As used in this Form 10-K annual report, unless the context otherwise requires, the terms we, us, our, Western and WUC, or the Company refer to Western Uranium & Vanadium Corp., an Ontario Canadian corporation, and its subsidiaries. **CURRENCY** The accounts of the Company are reported in U.S. dollars. Unless otherwise specified, all dollar amounts referenced in this Form 10-K annual report and the consolidated financial statements are stated in U.S. dollars. **FORWARD-LOOKING STATEMENTS AND INTRODUCTION** The statements contained in this document that are not purely historical are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements, including those regarding future operations, are reasonable, we can give no assurance that such expectations will prove to be correct.Forward-looking statements are not guarantees of future performance and they involve various risks and uncertainties.Forward-looking statements contained in this document include statements regarding our proposed services, market opportunities and acceptance, expectations for revenues, cash flows and financial performance, and intentions for the future.Such forward-looking statements are included under Item 1.Business and Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.All forward-looking statements included in this document are made as of the date hereof, based on information available to us as of such date, and we assume no obligation to update any forward-looking statement.It is important to note that such statements may not prove to be accurate and that our actual results and future events could differ materially from those anticipated in such statements.Among the factors that could cause actual results to differ materially from our expectations are those described under Item 1.Business, Item 1A. Risk Factors and Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section and other factors included elsewhere in this document. **CAUTIONARY NOTE TO INVESTORS CONCERNING DISCLOSURE OF MINERAL RESOURCES & RESERVES** On September 16, 2015, Western completed its acquisition of Black Range Minerals Limited (Black Range). Under United States Securities and Exchange Commission (Commission) rules, this transaction triggered the Company being deemed a United States domestic issuer and losing its foreign private issuer exemption. On April 29, 2016, the Company filed a Form 10 registration statement with the Commission after converting its basis of accounting from International Financial Reporting Standards (IFRS) to generally accepted accounting principles in the United States (U.S. GAAP). On June 28, 2016, the Companys registration statement became effective and Western became a United States reporting issuer. On June 30, 2023, Western re-qualified as a foreign private issuer as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934 (the Exchange Act). As a result, the Company may now utilize certain accommodations made to foreign private issuers, including (1) an exemption from complying with the Commissions proxy rules, (2) an exemption from the Companys insiders having to comply with the reporting and short-swing trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer forms, and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S. The Company plans to take advantage of these accommodations. However, the Company currently has decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including filing annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. On the subsequent measurement date, June 30, 2024, Western reconfirmed its qualification as a foreign private issuer. On October 31, 2018, the SEC adopted the Modernization of Property Disclosures for Mining Registrants (the New Rule), introducing significant changes to the existing mining disclosure framework to better align it with international industry and regulatory practice, including Canadian National Instrument 43-101 -Standards of Disclosure for Mineral Projects(NI 43-101), a rule developed by the Canadian Securities Administrators (the CSA) that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The New Rule was codified as 17 CFR Subpart 220.1300 and 229.601(b)(96) (collectively, S-K 1300) and replaced SEC Industry Guide 7. Pursuant to the New Rule, issuers are required to comply with S-K 1300 as of their annual reports for the first fiscal year beginning on or after January 1, 2021. ii Unless otherwise indicated, the following terms, when used in this Form 10-K annual report, have the meanings given them in S-K 1300. The applicable S-K 1300 definitions are copied below. **S-K 1300 Terms and Definitions:** | | Exploration stage issueris an issuer that has no material property with mineral reserves disclosed. | | | | Exploration stage propertyis a property that has no mineral reserves disclosed. | | | | Feasibility studyis a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying factors, as defined in S-K 1300, together with any other relevant operational factors, and detailed financial analyses that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. | | | (1) | A feasibility study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study, as defined in S-K 1300. It must contain mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for an investment decision or to support project financing. | | | (2) | The confidence level in the results of a feasibility study is higher than the confidence level in the results of a pre-feasibility study. Terms such as full, final, comprehensive, bankable, or definitive feasibility study are equivalent to a feasibility study. | | | | Indicated mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve. | | | | Inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve. | | | | Measured mineral resourceis that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in S-K 1300, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve, each as defined in S-K 1300. | | iii | | Mineral reserveis an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. | | | | Mineral resourceis a concentration or occurrence of material of economic interest in or on the earths crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled. | | | | Qualified personis an individual who is: | | | (1) | a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and | | | (2) | an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. For an organization to be a recognized professional organization, it must: | | | (i) | be either: | | | (A) | an organization recognized within the mining industry as a reputable professional association; or | | | (B) | a board authorized by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field; | | | (ii) | admit eligible members primarily on the basis of their academic qualifications and experience; | | | (iii) | establish and require compliance with professional standards of competence and ethics; | | | (iv) | require or encourage continuing professional development; | | | (v) | have and apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and | | | (vi) | provide a public list of members in good standing. | | iv **GLOSSARY** **** The following defined technical terms are used in this Annual Report: | | | Area of influence method: Method used to calculate mineral resources that requires construct a polygon around each hole to determine an area of influence for that hole;and then the total volume directly beneath the polygon is assigned the same values as the drill hole fromwhich weconstructedthe polygon. | | | | | Assay:The testing of a metal or ore to determine its ingredients and quality. | | | | | Copper:A red-brown metal, the chemical element of atomic number 29. | | | | | Crosscut: A horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other orebody. | | | | | Drift: A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a crosscut which crosses the rock formation. | | | | | Environmental Impact Assessment:A multi-step procedure done to evaluate the environmental impacts of mining projects as well as actions that can be taken to mitigate identified impacts. The assessment is prepared under the National Environmental Policy Act for a mineral project. | | | | | eU3O8:This term refers to equivalent U3O8 grade derived by gamma logging of drill holes. | | | | | Extraction:The process of physically extracting mineralized material from the ground. Exploration continues during the extraction process and, in many cases, mineralized material is expanded during the life of the extraction activities as the exploration potential of the deposit is realized. | | | | | Environmental Protection Plan (EPP):a plan submitted by a designated mining operation for approval as part of the operators or applicants permit for such operation pursuant to rules promulgated by the board for protection of human health or property or the environment in conformance with the duties of operators. | | | | | Face: The surface/end of a drift, crosscut or stope in which work is taking place/advancing. | | | | | Formation:A distinct layer of sedimentary or volcanic rock of similar composition. | | | | | Grade:Quantity or percentage of metal per unit weight of host rock. | | | | | Host rock:The rock containing a mineral or an ore body. | | | | | In-siturecovery or ISR:The recovery, by chemical means, of the uranium component of a deposit without the physical extraction of uranium-bearing material from the ground. ISR utilizes injection of appropriate oxidizing chemicals into a uranium-bearing sandstone deposit by injection wells, with the uranium-bearing solution being removed by extraction wells; also referred to as solution mining. | | | | | Mineral:A naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form. | | | | | Mineralization:A natural occurrence, in rocks or soil, of one or more metal yielding minerals. | | | | | Mineralized material:Material that contains mineralization (e.g., uranium, vanadium and/or copper) and that is not included in an SEC Reserve as it does not meet all of the criteria for adequate demonstration of economic or legal extraction. | | v | | | NOI:A Notice of Intent, filed by the Company to a regulatory agency as a part of a licensing or permitting action related to a mineral project. | | | | | Open Pit:Surface mineral extraction in which the mineralized material is extracted from a pit or quarry. | | | | | Ore:Mineral-bearing rock that can be mined, processed and concentrated profitably under current or immediately foreseeable economic conditions. A company may only refer to reserves (as that term is defined in S-K 1300) as ore. | | | | | Ore body:A mostly solid and fairly continuous mass of in-ground mineralization estimated to be economically mineable. | | | | | Plan of Operations:Plan for a mineral project prepared in accordance with applicable United States Bureau of Land Management or United States Forest Service regulations. | | | | | Reclamation:The process by which lands disturbed as a result of mineral extraction activities are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery, and other physical remnants of mining activities, closure of tailings storage facilities, leach pads, and other features, and contouring, covering and re-vegetation of waste rock, and other disturbed areas. | | | | | Stope: An excavation in a mine from which ore is, or has been excavated. | | | | | Uranium:a heavy, naturally radioactive, metallic element of atomic number 92. Uranium in its pure form is a heavy metal. Its two principal isotopes are U-238 and U-235, of which U-235 is the necessary component for the nuclear fuel cycle. However, uranium used in this Annual Report refers to triuraniumoctoxide, also called U3O8 and the primary component of yellowcake, and is produced from uranium deposits. It is the most actively traded uranium-related commodity. | | | | | Uranium concentrate:a yellowish to yellow-brownish powder obtained from the chemical processing of uranium-bearing material. Uranium concentrate typically contains 70% to 90% U3O8by weight. Uranium concentrate is also referred to as yellowcake. | | | | | Vanadium: A naturally occurring element within approximately 65 minerals and fossil fuel deposits. It is essentially the by-product of ores that are mined for other minerals. | | | | | V2O5:Vanadium pentoxide, or the form of vanadium typically produced at the White Mesa Mill, also called black flake. | | vi **** **GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES** **** | | | APCD:Colorado Air Pollution Control Division | | | | | BLM:The U.S. Bureau of Land Management, an agency of the United States Department of the Interior. | | | | | DRMS: Colorado Division of Reclamation, Mining and Safety | | | | | DoC:The U.S. Department of Commerce, an executive department of the federal government. | | | | | DoE:The U.S. Department of Energy, a cabinet-level department of the United States Government. | | | | | DEQ:Department of Environmental Quality. | | | | | DWQ:The Utah Division of Water Quality. | | | | | EPA:The U.S. Environmental Protection Agency, an independent agency of the United States government. | | | | | MLRB: Mined Land Reclamation Board of the state of Colorado. | | | | | MSHA:The Mine Safety and Health Administration, an agency of the U.S. Department of Labor. | | | | | NRC:The Nuclear Regulatory Commission, an independent agency of the United States government. | | | | | SEC:The U.S. Securities and Exchange Commission, an independent agency of the United States federal government. | | | | | WQCD: Colorado Water Quality Control Division | | vii **PART I** **ITEM 1. BUSINESS** **** **CORPORATE HISTORY** Western Uranium & Vanadium Corp. (Western or the Company, formerly Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations Act. On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (CSE). As part of that process, the Company acquired 100% of the members interests of Pinon Ridge Mining LLC (PRM), a Delaware limited liability company. The transaction constituted a reverse takeover (RTO) of Western by PRM. Subsequent to obtaining appropriate shareholder approvals, the Company subsequently reconstituted its board of directors and senior management team. Western is a Canadian domestic issuer and Canadian reporting issuer. On August 18, 2014, the Company closed on the purchase of certain mining properties in Colorado and Utah from Energy Fuels Holding Corp. Assets purchased included both owned and leased lands in Utah and Colorado, and all represent properties that have been previously mined for uranium to varying degrees in the past. The acquisition included the purchase of the Sunday Mine Complex. The Sunday Mine Complex is located in western San Miguel County, Colorado. The complex consists of the following five individual mines: the Sunday mine, the Carnation mine, the Saint Jude mine, the West Sunday mine and the Topaz Mine. The operation of each of these mines requires a separate permit, and all such permits have been obtained by Western and are currently valid. In addition, each of the mines has good access to a paved highway, electric power to existing declines, office/storage/shop and change buildings, and an extensive underground haulage development with several vent shafts complete with exhaust fans. The Sunday Mine Complex is the Companys core resource property and in July 2021 was assigned Active status when mining operations were restarted. On September 16, 2015, Western completed its acquisition of Black Range Minerals Limited (Black Range), an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed. The acquisition terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range. Pursuant to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (the Scheme) under the Australian Corporation Act 2001 (Cth) (the Black Range Transaction), with Black Range shareholders being issued common shares of Western on a 1 for 750 basis. On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on September 4, 2015, Black Range received approval by the Federal Court of Australia. In addition, Western issued options to purchase Western common shares to certain employees, directors, and consultants. Such stock options were intended to replace Black Range stock options outstanding prior to the Black Range Transaction on the same 1 for 750 basis. In connection with the Black Range Transaction, Western acquired the net assets of Black Range. These net assets consist principally of interests in a large uranium resource located in Colorado (the Hansen-Taylor Complex) and a 100% interest in a 25 year license for Kinetic Separation (Kinetic Separation, formerly known as Ablation) and related patents from Ablation Technologies, LLC. The Hansen-Taylor Complex is principally a sandstone-hosted deposit that was discovered in 1977. Furthermore, related to Kinetic Separation in connection with the acquisition of Black Range, the Company assumed a call option agreement between Black Range and Mr. George Glasier. Prior to the Black Range Transaction, George Glasier, the Companys CEO, who is also a director of the Company (Seller), transferred his interest in a former joint venture with Ablation Technologies, LLC to Black Range. In connection with the transfer, Black Range issued 25 million shares of Black Range common stock to Seller and committed to pay $309,138 (AUD $500,000) to Seller within 60 days of the first commercial application of the Kinetic Separation. Western assumed this contingent payment obligation in connection with the Black Range Transaction. Under United States Securities and Exchange Commission (Commission) rules, the Black Range transaction triggered the Company being deemed a United States domestic issuer and losing its foreign private issuer exemption. On April 29, 2016, the Company filed a Form 10 registration statement with the Commission after shifting its basis of accounting from IFRS to U.S. GAAP. On June 28, 2016, the Companys registration statement became effective and Western became a United States reporting issuer. On June 30, 2023, Western re-qualified as a foreign private issuer as that term is defined in Rule 3b-4(c) promulgated under the Exchange Act. As a result, the Company may now utilize certain accommodations made to foreign private issuers, including (1) an exemption from complying with the Commissions proxy rules, (2) an exemption from the Companys insiders having to comply with the reporting and short-swing trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer forms, and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S. The Company plans to take advantage of these accommodations. However, the Company currently has decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including filing annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. On the subsequent measurement date, June 30, 2024, Western reconfirmed its qualification as a foreign private issuer. 1 The Kinetic Separation process is dramatically different from conventional mining techniques. Subject to regulatory approvals for its use, Kinetic Separation is beneficial in the following ways: | | Mining, crushing, and separation of waste from minerals (uranium and vanadium), can occur underground (inside the mine), at the mine above ground, at a location between the mine and the mill, or at the mill. | | | | Value-added of the process is that 85%-90% of the waste is separated at earlier steps in the process thus saving costs in later steps. | | | | Benefits include reduced radiometric exposure, time duration of material handling is reduced, lower costs for transportation. | | | | Processing reduced ore quantities is beneficial at the mill stage due to the reduction in acid and power consumption, and post-milling tailings. | | Kinetic Separation can be used on legacy uranium stockpiles in the western United States, removing 85-90% of the uranium. This is an application through which Kinetic Separation could positively contribute to the greening of the environment. According to a study there are approximately 4,225 legacy uranium mines from the 1940-1970 period throughout the Western United States, most of which have waste stockpiles. At the present time, kinetically separating these legacy stockpiles is not currently planned by the Company. In the estimation of management, Kinetic Separation mining allows the cost of production of uranium to be reduced by 44-53%. Our common shares are listed on the Canadian Securities Exchange, also known as the CSE, under the symbol WUC, and are also quoted in the United States on the OTCQX Best Market under the symbol WSTRF. We are headquartered in Ontario, Canada with mining operations in the two U.S. states of Utah and Colorado. The mailing address of our headquarters is 5 Church Street, Toronto, Ontario, M5E 1M2, Canada, and the telephone number is (970) 864-2125. Our corporate website is located at http://www.western-uranium.com/. We are an emerging growth company as that term is defined in the Jumpstart Our Business Startups Act (the JOBS Act). The JOBS Act defines an emerging growth company as one that had total annual gross revenues of less than $1,235,000,000 during the last fiscal year. Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act) are required to comply with the new or revised financial accounting standard. The JOBS Act also provides that a company can elect to opt out of the extended transition period provided by Section 102(b)(1) of the JOBS Act and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Our wholly-owned subsidiaries are Western Uranium Corporation (Utah) (Western Utah), PRM, Black Range, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black Range Minerals Colorado LLC, Black Range Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals Utah LLC, Black Range Minerals Ablation Holdings Inc., Black Range Development Utah LLC, Maverick Strategic Minerals Corp, Pinon Ridge Corporation (PRC) and Mustang Mineral Processing Inc (Mustang). **** **OUR COMPANY** Western is in the business of exploring, developing, mining and production of its uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America (United States). Western is an exploration stage issuer for purposes of S-K 1300. Under S-K 1300, a mining company like ours can be classified as either an exploration stage issuer, a development stage issuer or a production stage issuer. Exploration stage issuers are companies that are engaged in the search for mineral deposits, which are not in either the development stage or the production stage. In order to be classified as a development stage issuer or a production stage issuer, the Company must have already established mineral reserves. The Company has not established mineral reserves for purposes of S-K 1300. Our mineral properties are located in western Colorado and eastern Utah and adjacent areas of the western United States. We have committed to permitting and building our own mill to process uranium and vanadium and incorporating Kinetic Separation into our licensing. Our primary focus consists of the mining operations at the fully permitted Sunday Mine, the commercialization of Kinetic Separation, completing the permitting and construction of mineral processing facilities (uranium and vanadium), and permitting the San Rafael Project. 2 The Sunday Mine Complex is located in western San Miguel County, Colorado. The complex consists of the following five individual mines: the Sunday mine, the Carnation mine, the Saint Jude mine, the West Sunday mine and the Topaz mine. The operation of each of these mines requires a separate permit and all such permits have been obtained by Western and are currently valid. In addition, each of the mines has good access to a paved highway, electric power to existing mine workings, office/storage/shop and change buildings, and extensive underground haulage development with multiple vent shafts complete with exhaust fans. We have acquired a license for Kinetic Separation, which provides a low cost, purely physical, method of separating uranium and vanadium mineralization from waste. No chemicals are added in the process, yet very high mineral recoveries can be achieved with considerable mass reduction; facilitating the separation of a high-value, high-grade ore product from a coarse-grained barren clean sand product. Application of Kinetic Separation is expected to have a very positive effect on the development of not only our Sunday Mine Complex, but also most of our and other deposits, because it significantly reduces both capital and operating costs. Extensive test work has shown that from amenable sandstone-hosted ore types, typically more than 90% of the mineralization can be separated into 10-20% of the initial sample mass. **** **OUR STRATEGY** Our vision is to become a regional uranium and vanadium developer, producer, and processor. Our strategy is to build value for shareholders by advancing our projects for further scaled-up mining production. We have committed to permitting and building our own processing plant to mill uranium and vanadium and incorporating Kinetic Separation into our licensing. Facility design and permitting have begun on parcels of land acquired in Utah and Colorado, on which we intend to develop and build our processing facilities. In 2022, Western began acquiring mining equipment and vehicles and building a mining team to put in place an in-house mining capability and to replace its previous outsourced mining contractor. During 2024 and 2023, this team was conducting mining operations at the Sunday Mine Complex developing the mine for future production and extracting ore to be stockpiled underground, to assure the availability of feedstock to baseload the mineral processing facilities. At any time we may have acquisition or partnering opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial and other confidential information, submission of indications of interest, participation in preliminary discussions and negotiations, and involvement as a bidder in competitive processes. **Capital Raising** On November 20, 2024, the Company closed a private placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. The aggregate gross proceeds raised in the private placement amounted to $3,897,166 (CAD $5,468,636) and proceeds net of issuance costs were $3,546,870 (CAD $4,975,966). Each unit is comprised of one common share of Western and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $1.27 (CAD $1.78) per share for a period of four years following the closing date of the private placement. On December 12, 2023, the Company closed a non-brokered private placement of 5,215,828 units at a price of $1.02 (CAD $1.39) per unit. The aggregate gross proceeds raised in the private placement amounted to $5,324,989 (CAD $7,250,000 as of December 31, 2023). Issuance costs, consisting principally of commissions and legal fees, were $488,122 (CAD $661,912 as of December 31, 2023). Each unit consisted of one common share plus one half of one warrant. Each warrant is exercisable into one share at a price of $1.38 (CAD $1.88) per common share for a period of four years following the closing date of the private placement. A total of 5,215,828 common shares and warrants to purchase 2,607,913 common shares were issued to investors in connection with the private placement. During the years ended December 31, 2024 and 2023, an aggregate of 5,198,540 and 1,165,450 warrants were exercised for total proceeds of $4,605,458 (CAD $6,238,248) and $1,004,044 (CAD $1,358,565), respectively. On November 28, 2024, The Companys Board approved amendments to extend the term and reduce the exercise price of 2,868,541 previously issued common share purchase warrants. These warrants, originally issued during December 2021 and January 2022, had initial exercise prices of $1.94 (CAD $2.50) and $2.00 (CAD $2.50) per share, respectively, and were set to expire three years post-issuance. Effective November 28, 2024, the term was extended to January 20, 2026, a date that is less than five years since the original date of issuance. Effective February 27, 2025 the exercise price was reduced to $1.39 (CAD $2.00), the date upon which the Canadian Securities Exchange (CSE) accepted the warrant repricing and the amended Form 13 filing was approved for filing. During the year ended December 31, 2024, the Company recorded an incremental fair value of $184,308 arising from the extension of the term. On February 27, 2025, the Company recorded an incremental fair value of $104,840 for the modification of the exercise price. The cost of the warrant modifications was accounted for as a cost of raising capital. This modification was granted to facilitate the raising of additional equity capital by extending the exercise period and lowering the exercise price, thereby providing warrant investors with more time and incentive to exercise their warrants. 3 **** **Uranium/Vanadium Production** Western historically positioned itself for operational flexibility with the goal of beginning production as expeditiously as possible once market conditions for uranium and/or vanadium were favorable. Well maintained existing infrastructure from years of previous production allowed the Company to quickly advance the mine to a production ready status. The 2018 vanadium price rally catalyzed a project at the Sunday Mine Complex. Western reinitiated active mining operations during 2020 at the Sunday Mine Complex project beginning with infrastructure and exploratory work projects, which culminated in the commencement of production with the mining and stockpiling of the extracted uranium/vanadium ore. The mining team refocused on surface infrastructure projects required by the DRMS before COVID-19 stoppages caused the mines to be put back into Temporary Cessation. During 2020, COVID-19 induced mine closures began a rally in uranium prices. In 2021, catalysts continued to provide positive signals for uranium miners and investors. This catalyzed work during 2021 and 2022 at the Sunday Mine Complex project which commenced in July 2021. After completion of infrastructure work in this new area of the mine, exploration and development of the GMG ore body was the first project phase. Drifting, continuous high-grade ore was intersected, which led to the mining and underground stockpiling of over 3,000 tons of uranium/vanadium ore during the December 2021 to March 2022 period. Thereafter, Western began the acquisition of a full complement of mining equipment and personnel to take over mining operations. Westerns transition from employing a mining contractor to building an in-house mining operation has now been substantially completed. Since this transition began in spring 2022, additional employees have been hired to support mining operations and mining equipment and vehicles have been acquired to support deployment of two (2) fully equipped mining teams. The equipment has been prepared for operations and readied for deployment; site infrastructure upgrades have been finished. In early 2023, the mines were reopened for ventilation and infrastructure upgrades. Mining operations restarted in April 2023 and have been continually focused on additional development in multiple areas of the mine. It may be difficult for many uranium mining companies to expand production in a timely manner in response to rising uranium prices, as it requires many years of permitting and development to bring new mines into production. These lead times will put further upward pressure on prices. Thus, Western has a competitive advantage, due to the aforementioned projects, because our mining properties can scale-up production on short notice. The Company holds an exclusive 25-year license to use Kinetic Separation, a proven technology that we anticipate will improve the efficiency of hauling and processing ore from Westerns sandstone-hosted mines. The Company has proven that post-Kinetic Separation ore has 90% of the uranium mineralization of the pre-Kinetic Separation ore in 10% of its mass. We are planning to build a Kinetic Separation machine, with a capacity of forty tons per hour at an aggregate cost of $1.0 million dollars. The license agreement was entered into on March 17, 2015 and expires on March 16, 2040. There are no remaining license fee obligations and there are no future royalties due under the agreement. The Company has the right to sub-license the technology to third parties. The Company may not sell or assign the Kinetic Separation license; however, it could be transferred in the sale of Western or the subsidiary holding the license. Prior to the planned processing plant becoming licensed and operational, our in-house mining teams will be stockpiling uranium/vanadium mined material. When the processing plant is constructed, Western will become fully operational and begin processing the accumulated stockpiles. Western believes that its mineral resources have a reasonable prospect for economic extraction. However, the Company has not completed a preliminary economic assessment under NI 43-101 or a feasibility study or preliminary feasibility study under S-K 1300 that would be needed to establish the existence of proven or probable reserves and has instead allocated that capital to the aforementioned mining operations at the Sunday Mine Complex. **Uranium/Vanadium Processing Facilities Development** **Mustang Minerals Processing Plant** Our current plans call for the permitting and construction of a mineral processing plant at our newly acquired site in Colorado. Western expects to benefit from the prior site owners completion of all phases of licensing and permitting of the Pinon Ridge Mill project. The Companys plans are to develop its initial mill at the Colorado location, which is much closer to the Sunday Mine Complex than the Maverick site. This mill is expected to have a cost of approximately $75 million and is targeted to start up in 2029. This facility will be designed to recover uranium and vanadium both from conventional materials mined from Company mines and materials produced by other mining companies. The processing plant will utilize the latest processing technology, including Westerns patented Kinetic Separation process. These technology advancements will result in lower overall capital and processing costs. After permitting and construction, and subject to the availability of financing, the processing of uranium and vanadium materials is expected to commence in early 2029. 4 **Maverick Minerals Processing Plant** The development of the Maverick Minerals Processing Plant in Green River, Utah, has advanced since this project commenced. In the second quarter 2023, the land acquisition was completed and in the third quarter 2023 the project design and permitting activities began with the engagement of a full team of consulting firms, chosen for their expertise in engineering / mill design, permit preparation, environmental, hydrology, and air quality. Site evaluation work was undertaken and a preliminary plant and property site plan was compiled for the location of monitor wells, meteorological towers, buildings, processing circuits, tailings and evaporation ponds, roads/infrastructure and ore storage facilities. At a pre-application permitting meeting in November 2023, the Company and its consultants met onsite with local officials. During 2024, additional baseline data required for submission of the permitting application was collected from the onsite meteorological towers. A final plant and animal study was completed. This study confirmed the site is clear of endangered plant life that is only observable during the spring growing season. Additional consulting commitments were made to advance the licensing and development with Precision Systems Engineering (PSE), a leading engineering and design consulting firm headquartered in Sandy, Utah. PSE was working to release the preliminary engineering design and cost estimate for a 500 ton per day mill. Next steps for site work included the planned installation of monitor wells. Additional work has been deferred while Western reassesses its design and strategy now that it has purchased a previously licensed mill site in Colorado (please see Colorado Mill Site Purchase, below). This location remains valuable to Western due to its close proximity, approximately 4 miles, to the San Rafael project which is slated as Westerns second production center. **Mustang Mineral Processing Site Acquisition** **** On October 1, 2024, Western, through its wholly owned subsidiary, Western Utah, executed a binding stock purchase agreement (the PRC Agreement) to purchase 100% of the shares of PRC from a private investor group and thereby acquire Mustang, which is a wholly owned subsidiary of PRC. Mustang owns an 880-acre property located in Montrose County, Colorado, where a uranium processing mill was previously licensed but never constructed. The acquisition becomes the second property that Western has acquired, in addition to the Maverick site in Utah. It also becomes part of Westerns plans for developing and licensing one or more uranium and vanadium processing facilities to process production from its resource properties in Colorado and Utah. Pursuant to the PRC Agreement, the former PRC shareholders were paid $829,167 for their equity and shareholder loans. After closing, a creditor holding a security interest against Mustang was paid a total of $1,148,125 to retire an outstanding promissory note. Western also assumed certain PRC liabilities in the transaction and royalty obligations to an unrelated third party with future commitments to be satisfied. These royalties are based on the volume of minerals processed through any mineral processing plant located on the property. The transaction was accounted for as a purchase of an asset. **URANIUM MARKET OUTLOOK** World demand for clean, reliable, and affordable electricity is growing. The future demand for uranium is expected to increase due to the construction of additional nuclear reactors around the world. Multiple Japanese utilities have nuclear reactors in the process of restarting. Chinese utilities continue to aggressively build new reactors and buy uranium, with the goal of becoming the world leader in nuclear electricity generation. In total, according to the World Nuclear Association (WNA), there are many new reactors under construction in the world. Existing and new nuclear technologies are receiving unprecedented support on a global basis, as a base load electricity source with zero carbon emissions. After the 2011 Fukushima nuclear accident, uranium markets endured a decade long bear market due to excess supply created by nuclear reactor shutdowns and large quantities of new material entering the market. In recent years, this excess supply has been depleted by utility use, production curtailments, COVID-19 induced production suspensions, and financial buyers purchasing physical uranium (U3O8). A uranium global supply/demand imbalance had been projected by analysts to impact uranium prices in coming years. In 2020 COVID-19 induced mine closures and in 2021 Sprott Physical Uranium Trust (SPUT) purchased 23 million lbs of U3O8, underscoring the imbalance. Both of these catalysts have depleted excess inventories and accelerated the timing of the supply/demand impact. Demand is increasing with new reactors being built, next generation reactors being advanced, operating reactor life being extended, idle reactors being restarted, and nuclear phase-out plans being reversed. At a macro-level, the electrification transition and climate change initiatives have increased global support for nuclear. 5 In 2022, geopolitical events became the main driver of uranium markets. During January, mass government protests in Kazakhstan were suppressed by the Collective Security Treaty Organization, a military alliance of regional allies led by Russia. Uranium markets reacted as Kazakhstan was responsible for 45% of the 2021 global uranium production. In February, the Russian invasion of Ukraine added more volatility due to Russias dominant position in nuclear fuel services including 38% of world conversion capacity and 46% of world enrichment capacity. These events led to new SPUT capital inflows and the purchase of 12 million lbs of U3O8 during the first quarter of 2022. With equity markets having their worst year since 2008, 2022 became a transformational year for the normally staid nuclear power and physical uranium markets as the status quo was disrupted. There was a rush on contracts for the limited available conversion and enrichment capacity which caused a price surge. Due to shrinking secondary supplies, utilities followed by signing new uranium supply contracts that increased long-term U3O8 prices from $43 to $52 during the year. The real uranium industry bull market was in the underlying fundamentals attributable to multiple factors, including: climate change, energy security, supply chain and energy scarcity initiatives. This inflection point will likely impact markets for decades as the supply/demand imbalance has flipped from a market with excess supply into a market with excess future demand. With the reduced availability of secondary supplies, utilities have added multi-year contracts with mining companies for primary supply. The drivers expanding the demand for nuclear fuel include: non-nuclear nations adding nuclear power generation, nuclear nations expanding fleets and/or extending lives of existing reactors, idled nuclear reactors being re-started, reactors being phased out and shutdowns being reversed, and the deployment of advanced reactors / SMRs. However, the challenge is in meeting increasing demand while being constrained from sourcing new material from the worlds largest suppliers. Russias invasion of Ukraine and the ensuing global energy crisis has focused attention on security of supply and supply chain risks and has caused most of the world to re-evaluate their dependence upon nuclear fuel exported by Russia. The dominant market position of Rosatom, Russias national nuclear company, was developed through decades of government subsidies. Because of the Ukraine invasion, new contracts are largely not being signed with Rosatom, and deliveries under existing contracts continue to be made. Future deliveries potentially could be at risk due to sanctions / legislation or a Russian embargo. Customer dependencies upon the Russian supply of uranium, conversion and enrichment are being addressed slowly by governments as alternative suppliers are not currently available. A secondary concern is Kazakhstan, the worlds largest uranium producing country and the second longest continuous land border in the world shared with Russia. The concern is Russia exerting influence over Kazakhstan amid their currently strained relationship. Additionally, Kazatomprom has put in place infrastructure to supply uranium to China under its 15 year plan to deploy 150 new nuclear reactors. In 2022, it has become evident that this small area of the world has emerged to form the key drivers in the future of the global nuclear fuel cycle. In July 2023, the government of Niger was overthrown by its military. This is significant because the new regime is opposed to Western interests and this landlocked West African country holds the 7th largest uranium resource in the world and was producing about 5% of global production. Multiple uranium mine development projects in the county continue to proceed despite the evacuation of many foreign nationals. The situation in Niger is a developing matter and the conflict has an anti-French sentiment. The Junta has initiated multiple actions that are counter to French interests. Most importantly, Nigers Junta has threatened the export of uranium to France which has serious implications because France had acquired 20% of its natural uranium from Niger. In December 2023, in a show of bipartisan support, the U.S. House of Representatives passed the Prohibiting Russian Uranium Imports Act. The reliance on Russian uranium, conversion and enrichment services is being viewed quite differently than it has for decades. The legislative process toward enacting a Russian uranium ban culminated in one being enacted in May 2024. However, the ban will not take full effect until 2028, and it appears that multiple waivers have been granted on preexisting contracts. Spot uranium prices reacted to longer-term supply/demand constraints and geopolitical risks hitting their peak at over $100/lb in January 2024. During 2024, there were periods of notable support as giant tech companies made plans to utilize nuclear energy and artificial intelligence (AI) and data centers were projected to consume increasing amounts of energy in the future. While term prices increased to the $80/lb range, spot uranium prices have endured a slow decline from the high to the $64/lb level at the end of March 2025. Events of the last few years have set in motion uranium market and nuclear fuel opportunities for the next decade and beyond. There are positive catalysts across multiple levels of the nuclear fuel and uranium markets. This is occurring at a time when aggregate uranium inventory has declined to its lowest levels in over a decade. We believe that restocking of utility inventories, new demand and shifting demand will catalyze a uranium bull market that will increase uranium prices toward levels that will drive uranium mining company production, profits and equity prices. As a result, Western made the largest investments in the Companys history during 2024 in advancing its operational strategy and mining operations. 6 **Nuclear Fuel and Uranium Effect from the Russian Invasion of Ukraine** **** The start of the Russia/Ukraine war created extraordinary volatility in uranium markets during the first half of 2022. At the peak, the spot price was at an 11 year high. Prior to the invasion on February 24, 2022, uranium spot prices were in the $43 per pound range and rose to slightly over $63 per pound by April 2022; an increase of approximately $20 per pound. Later in May 2022 and June 2022, the spot price receded to $45 levels, before recovering to the $50 +/- per pound price level. This price level was maintained for an extended period as the immediate ban/sanctions anticipated by investors of nuclear fuel and services from Russia couldnt be implemented. Equity markets followed the price action of physical uranium prices in speculation that governments worldwide would sanction and ban nuclear fuel from Russia. This was in recognition of Russias dominant position in nuclear fuel services including 38% of world conversion capacity and 46% of world enrichment capacity. The market position of Rosatom, Russias national nuclear company, was developed through decades of government subsidies. However, because of the lack of replacement capacity in the global nuclear fuel cycle, Rosatom has avoided sanctions. Because of the Ukraine invasion, new contracts are largely not being signed with Rosatom, but deliveries under existing contracts continue to be made. Customer dependencies upon the Russian supply of uranium, conversion and enrichment are being addressed slowly by governments as alternative suppliers were not currently available. However, a desire to stay away from bad actors and the threat of Russia weaponizing energy exports or a Russian embargo has elicited responses. Worldwide, utilities have accelerated their contracting of non-Russian conversion and enrichment services. New uranium supply agreements are being signed with western producers. There has been significant legislative progress favorable to increasing domestic uranium and nuclear fuel production in the United States. In advance of the United States putting in place a ban or sanctions on Russian uranium, the DOE continues to make preparations for a Russian counter-sanction terminating the flow of nuclear fuel and services from Russia. In January 2023, ban and sanction discussions intensified as Rosatom was shown to have become an active participant in the Ukraine war. An article entitled Russias nuclear entity aids war effort, leading to calls for sanctions was published by the Washington Post. Obtained documents show that the Rosatom state nuclear power conglomerate was supplying the Russian military with components, technology, and raw materials for missile fuel to be used in the Ukraine war. **United States Ban of Russian Uranium** In response to Russias war in Ukraine, the United States legislature passed the Prohibiting Russian Uranium Imports Act (H.R. 1042) to ban Russian uranium imports into the U.S. Unanimous passage of The Prohibiting Russian Uranium Imports Act (H.R. 1042) in April 2024 by the U.S. Senate followed the U.S. House of Representatives passage of the bill in December 2023. Subsequently, on May 13, 2024, President Biden signed this legislation into law. The ban became effective 90 days after its enactment on August 11, 2024 and was phased in under Department of Energy conditional waivers before becoming a complete ban on January 1, 2028. Importantly, the enactment of a Russian ban releases funding to support the American nuclear supply chain. This funding was deployed by the DOE under a new program called the Low-Enriched Uranium (LEU) Enrichment Acquisition. The United States has the worlds largest civilian nuclear reactor fleet, and it has now taken steps to reduce its reliance on state-sponsored Russian nuclear fuel. 7 **Russian Response to Uranium Ban** On May 14, 2024, the day following the ban enactment, Bloomberg reported that Russia had responded with TENEX issuing force majeure notices to U.S. utility customers. TENEX is the subsidiary of Rosatom, the state nuclear energy corporation, and the entity through which U.S. counterparties contract for Russian uranium product imports into the United States. The TENEX force majeure notices required U.S. customers to secure waivers within 60 days that exempt them from the new U.S. Russian uranium ban or risk being moved to the back of the line for uranium deliveries if they are granted a waiver later. TENEXs notice was based on their intention to honor their contracts, but they acknowledge this could be overridden by the Kremlin. This deadline has now passed and the DOE is currently granting waivers to the ban. Multiple waivers have been partially or fully approved, however the details are not in the public domain. On May 21, 2024, the DOE published their process and instructions for requesting a waiver. The waiver process does not appear restrictive and will likely allow most of the previously contracted Russian material into the United States prior to January 1, 2028. The U.S. legislative intentions were to deprive Russia of the revenue associated with U.S. purchases of Russian nuclear fuel and counter Russias control of the global nuclear fuel cycle by flooding U.S. and international markets with state-supported Russian uranium and services. We continue to believe the shift away from Russia/Rosatom will be a major catalyst in the realignment of nuclear fuel markets which will benefit western producers. **OVERVIEW OF THE URANIUM INDUSTRY** The only significant commercial use for uranium is as a fuel for nuclear power plants for the generation of electricity. The global nuclear and uranium mining industries continue to benefit from the convergence of multiple trends and increased public, political and government support due to coming new technologies, climate change initiatives, and energy crisis shortages. These are resulting in extensions to operating lives, a large number of nuclear reactors under construction, new builds, investments in next generation nuclear technology, and in Japan, increased urgency to re-start the nuclear reactor fleet. Additionally with the rapid expansion of artificial intelligence (AI) the demand for electricity is surging, particularly to power energy-intensive data centers. This increase in electricity consumption is driving greater reliance on nuclear power, a reliable energy source, thereby strengthening the demand for uranium as a critical fuel for nuclear reactors. The uranium market has historically been highly cyclical. In the prior bull market, spot prices rose from $21 per pound in January 2005 to a high of $136 per pound in June 2007 in anticipation of sharply higher projected demand as a result of a resurgence in nuclear power and the depletion of secondary supplies. Secondary supplies are inventories of uranium not publicly available for sale, which are primarily held by utility companies and governments. The sharp price increase was driven in part by high levels of buying by utility companies, which resulted in most utilities covering their requirements through 2009. A decrease in near-term utility demand coupled with rising levels of supplies from producers and traders led to downward pressure on uranium prices beginning in the third quarter of 2007. A rebound in uranium prices in conjunction with a recovery in commodities in 2010 was curtailed by the Fukushima disaster in Japan. Since the Fukushima disaster in 2011, uranium spot prices entered a steady decline until June 2014, when they rebounded slightly and peaked again in March 2015 at $39 per pound. After that peak, prices again began to fall steadily, reaching their lowest point of $18 per pound in November 2016. Prior to COVID-19, annual uranium production was at its lowest in over a decade, creating a global supply deficit where production was only about two-thirds of consumption. In May 2020, after COVID-19 related production shutdowns, spot prices hit a $34 per pound price before declining to close the year at $30 per pound. During 2021, market participation by the Sprott Physical Uranium Trust and other secondary market uranium buyers caused prices to rise to $42.05 per pound at December 31, 2021. Uranium prices held these levels until Russias invasion of Ukraine caused uranium markets to surge. Prior to the invasion on February 24, 2022, uranium spot prices were in the $43 per pound range and rose to slightly over $63 per pound by April 2022. Later in May 2022 and June 2022, the spot price receded to $45 levels, before recovering to the $50 +/- per pound price level in September 2022 to March 2023. Subsequently in July 2023, spot uranium increased from the approximately $50/lb level to over $100/lb in January 2024. Since January 2024, spot uranium had a slow decline from a high of $100/lb level to $64/lb level at the end of March 2025. Geopolitical events, technological advances, and the nuclear energy growth path provide favorable pricing factors specific to the uranium industry. As a result, we foresee a uranium pricing environment which in the coming years will allow Western to initiate full-scale production at its best properties. As a result, Western made the largest investments in the Companys history during 2024, advancing its operational strategy and mining operations. 8 **Nuclear Fuel and Uranium Market Conditions** During the year ended December 31, 2024, the spot uranium price decreased $18 from $91 to ~$73. Notably, the long-term price increased from $68 to ~$81 during a period of rising conversion and enrichment services prices. However, this follows an extremely strong period in the market where spot uranium prices have reacted to supply/demand constraints and geopolitical risks. Since January 2024, spot uranium had a slow decline from a high of $100/lb level to $64/lb level at the end of March 2025. The events of 2022 set in motion uranium market and nuclear fuel opportunities for the next decade and beyond. There are positive catalysts across multiple levels of the nuclear fuel and uranium markets. Underlying fundamentals are the strongest in decades. This is attributable to multiple factors, including climate change, energy security, supply chain and energy scarcity initiatives. The supply/demand imbalance has flipped from a market with excess supply into a market with excess future demand. With the reduced availability of secondary supplies, utilities have begun adding multi-year contracts with mining companies for primary supply. The drivers expanding the demand for nuclear fuel include non-nuclear nations adding nuclear power generation, nuclear nations expanding fleets and/or extending lives of existing reactors, idled nuclear reactors being redeployed, the reversal of phase-outs and shutdowns, and the deployment of advanced reactors / SMRs. However, the challenge is in meeting increasing demand simultaneously with supply constraints from the worlds largest suppliers. We believe uranium equity prices will continue to strengthen and reflect the underlying positive fundamentals in the nuclear/uranium sector. Multiple market analysts have flagged low availability of mobile secondary inventories. We believe the continued draw down of inventories to be a market catalyst for uranium prices. Positive nuclear energy news has continued to highlight the global growth of future nuclear electricity generation which will drive increased nuclear fuel demand. In terms of future supply, utility contracting has continued into 2024, and some uranium mining companies are moving toward restarting production. However, due to the lead time needed for future uranium production, we are entering a phase where the supply-demand fundamentals are in a deep multi-year structural supply deficit. The future is not clear as we believe some miners with available near-term production are waiting for higher price levels and/or project funding before making full start-up commitments. Utilities are also deferring contracting to understand how regulations and geopolitics will modify their future access to Russian uranium, conversion and enrichment services. In the second quarter of 2024, investors began purchasing nuclear and uranium equities as a means to create long exposure for their positive view on Artificial Intelligence (AI), due to the vast energy requirements of data centers. Recent transactions have been announced as tech giants Microsoft, Amazon, and Google have sought deals to source nuclear power for their data centers from full scale reactors and SMRs. Microsoft most prominently signed an agreement with Constellation Energy to restart a Three Mile Island reactor in Pennsylvania and purchase 100% of the power generated for two decades. **Nuclear Fuel Supply Chain Concentration Risks** Russias invasion of Ukraine and the ensuing global energy crisis has focused attention on security of supply and supply chain risks. This has caused most of the world to re-evaluate their dependence upon nuclear fuel exported by Russia. In spite of the dominant market position of Rosatom, future deliveries potentially could be at risk due to sanctions, legislation, or a Russian embargo. Customer dependence upon the Russian supply of uranium, conversion and enrichment are being addressed slowly by governments as alternative suppliers are not currently available. Both Urenco and Orano have announced that they will invest to expand their uranium enrichment capacity respectively in the United States and France, which represents a shift away from Russia. Utilities are demonstrating their desire for increased security of their nuclear fuel supply chains. Kazakhstan is also a concern because the worlds largest uranium producing country has an unguarded and the second longest continuous land border in the world shared with Russia. The potential exists for Russia to exert influence over Kazakhstan. Additionally, Kazatomprom has put large long-term contracts in place with China. This supply is needed for China to fulfill its 15 year plan to deploy 150 new nuclear reactors. China National Nuclear Corp. (CNNC) has recently opened a uranium trading hub /warehouse facility, on the China / Kazakhstan border, with the capacity to store 60 million pounds of uranium. It has become evident that the nuclear fuel supply chain has become increasingly concentrated and interconnected in this very small area of the world. Expanding Kazakhstan uranium exports to Russia and China significantly reduces future supply for Western nuclear fuel buyers. 9 In July 2023, the government of Niger was overthrown by its military. This is significant because the new regime is opposed to Western interests and this landlocked West African country holds the 7th largest uranium resource in the world and was producing about 5% of global production. The conflict has an anti-French sentiment, and the Junta has initiated multiple actions that are counter to French interests. Most importantly, Nigers Junta has threatened the export of uranium to France which has serious implications because France acquires 20% of its natural uranium from Niger. In addition to the French evacuating/ being expelled from Niger, the U.S. military also departed the country. The Junta is utilizing Russian military support as a replacement. In addition, the Niger government has revoked operating permits from foreign uranium companies, including Orano in June 2024 and Goviex in July 2024. In November 2024, Orano further reported that it had lost operational control, to authorities in Niger, of another of its uranium mines. This mine was in production, but had been impacted by export restrictions imposed by the Junta. During October 2023, geopolitical instabilities spread further to the Middle East after a Hamas attack on Israel triggered a counterattack by Israel on the Gaza Strip. The Israel-Hamas hostilities escalated over the Summer of 2024 and then spread to other countries in the Middle East. At the beginning of 2025, Israel and Hamas agreed to a ceasefire which ended in March 2025. Hostilities resumed in March and its not clear when and if the combatants will be able to negotiate a new ceasefire or an end to military actions. This additional hot spot further increases volatility in the world and destabilizes the Middle East region that is highly influential on global energy prices. **** **Vanadium** With the exception of the Hansen/Taylor Deposit, most of the Companys mining assets, including the Sunday Mine Complex, contain vanadium either as a stand-alone product or a co-product to uranium. Conventional and new vanadium applications include steelmaking, aerospace, stationary energy storage, batteries, and chemicals. When a very small amount of vanadium is added to steel, the hardening effect greatly increases its strength. And while steelmaking accounts for roughly 90% of all vanadium currently consumed, it is estimated that vanadium is only used in about 9% of all steels today. After steelmaking, the second largest market for vanadium is that of catalysts and chemical applications. A significant new source of demand for vanadium is from vanadium redox flow batteries (VRFB) as their adaptation grows with the stationary storage market. In 2018 there was structural change in the vanadium markets that caused prices to spike. China, the largest vanadium producer in the world, had supply disrupted by environmental monitoring and rules while domestic demand was increasing. China, which had been a net vanadium exporter, flipped and became a net vanadium importer. On the demand side, China announced a new high strength rebar standard to increase earthquake resistance in February 2018 that became effective on November 1, 2018. On the supply side, in its efforts to fight pollution, Chinese environmental inspections resulted in the closing of dirty processes in which vanadium was recovered as a byproduct. These policy changes caused a shortage and led to a surge in vanadium prices to all-time highs during the fourth quarter of 2018. Vanadium closed on December 31, 2018 at $23.15, but owing to a Chinese extension in the implementation of the new rebar standard, prices plunged to close on December 31, 2019 at $5.25. Notably, the substantial price appreciation in vanadium delayed the adaptation of VRFB applications as these batteries were no longer considered to be cost competitive. A Section 232 National Security Investigation of Imports of Vanadium was undertaken by the U.S. Department of Commerce (DoC) during 2020 and submitted to President Biden on February 22, 2021. The President had 90 days to decide if he concurred with the findings and recommendations and determine whether to take an action to mitigate the impairment of national security. No action was taken. The vanadium market price closed at $5.80 per pound as of December 31, 2024, which was a decrease from the December 31, 2023 closing price of $6.00 per pound. During the first quarter of 2025, vanadium prices further declined to $5.40. Cyclical business activities and its principal product use as a steel hardener has seen a softening in demand, resulting in a decline in the price of vanadium. **** 10 **Uranium Section 232 Investigation/Nuclear Fuel Working Group Process** **** An investigation under Section 232 of the Trade Expansion Act of 1962 was undertaken by the DoC in 2018 to assess the impact to national security of the importation of the vast majority of uranium utilized by the approximately 100 operative civilian nuclear reactors within the United States. In response to the Section 232 report, the White House disseminated a Presidential Memorandum in July 2019. At that time, President Trump formed the Nuclear Fuel Working Group (NFWG) to find solutions for reviving and expanding domestic nuclear fuel production and reinvigorating recommendations. In April 2020, the DoE released the NFWG report entitled Restoring Americas Competitive Nuclear Energy Advantage A strategy to assure U.S. national security. The report outlines a strategy for the reestablishment of critical capabilities and direct support to the front end of the U.S. domestic nuclear fuel cycle. The undertaking of some NFWG findings and recommendations was a positive outcome for the U.S. nuclear industry and U.S. uranium miners. The Russian Suspension Agreement was extended for an additional 20 years until 2040. Existing categories of quotas on imports of Russian uranium into the U.S. were reduced by a graduated scale, and additional provisions were modified to eliminate loopholes. In July 2021, the uranium Section 232 report was publicly released. The report concluded that uranium imports were weakening our internal economy and threaten to impair the national security and recommended immediate actions to enable U.S. producers to recapture and sustain a market share of U.S. uranium consumption. The Russian invasion of Ukraine has fast tracked the Uranium Reserve Program. On May 5, 2022, the U.S. Secretary of Energy, Jennifer Granholm, testified before the Senate Committee on Energy and Natural Resources that the DoE would make direct purchases of domestically mined and converted uranium this calendar year to establish a strategic uranium reserve. Secretary Granholm stated that We should not be sending any money to Russia for any American energy or for any other reason, and if we move away from Russia right away, we want to make sure we have the ability to continue to keep the fleet afloat. To accomplish this, she further disclosed that the DoE was developing a full-on uranium strategy thats going through the interagency process. Subsequently in June 2022, the U.S. Department of Energy (DOE) released program guidelines to initiate purchases of up to $75 million of U.S. domestic origin uranium inventory from existing storage at the Honeywell Metropolis Works uranium conversion facility in Metropolis, Illinois. The DOE awarded contracts in December 2022 for the purchase of 1,100,000 lbs of uranium that were delivered in the first quarter of 2023. Five uranium companies disclosed receiving contract awards within a price range from $59.50 to $70.50 per pound. Western did not hold qualifying inventory, and as such did not submit a bid proposal. An expansion of the U.S. Uranium Reserve program continues to be discussed. As originally proposed, the program contemplated $150M in annual purchases for a 10 year period which would aggregate to $1.5 billion over its lifetime. 11 **COMPETITION** There is global competition for uranium/vanadium properties, ore processing mills, capital, customers and the employment and retention of qualified personnel. We compete with multiple exploration companies for all of these things. In the production and marketing of uranium and vanadium, there are a number of producing entities globally, some of which are government controlled and several of which are significantly larger and better capitalized than we are. Several of these organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have. Our future uranium production may also compete with uranium from secondary supplies, including the sale of uranium inventory held by the DoE. At the current time, DoE uranium sales have been suspended. In addition, there are numerous entities in the market that compete with us for properties and operate in-situ recovery (ISR) facilities. Western aims to possess a strategic advantage by completing the construction of its own uranium and vanadium mill during 2029. The Company will have its own mining teams, equipment and infrastructure, which will dramatically reduce its operational costs and increase margin. Moreover, by using Kinetic Separation, we expect the cost of production of uranium to be reduced by approximately 40%. With respect to sales of uranium, the Company competes primarily based on price. We will market uranium to utilities and commodity brokers. We are in direct competition with supplies available from various sources worldwide. We believe we compete with multiple operating uranium companies. With respect to sales of vanadium, the Company will compete primarily based upon availability and secondarily on price. There will be direct competition with primary production, secondary production, and co-production from various companies and processors worldwide as individual entities come online or increase production to address the supply deficit. **ENVIRONMENTAL CONSIDERATIONS AND PERMITTING** **United States** Uranium extraction is regulated by the federal government, states and, in some cases, by Native American tribes. Compliance with such regulation has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from federal and state agencies before the commencement of production activities. The environmental regulatory requirements for the ISR industry are well established. Many ISR projects have gone a full life cycle without any significant environmental impact. However, the process can make environmental permitting difficult and timing unpredictable. Western does not plan to utilize an ISR mining process on its properties. Mining Permits are disclosed on a per mine basis in the Properties section, below. **Reclamation and Restoration Costs and Bonding Requirements** At the conclusion of conventional mining, a site is decommissioned and reclaimed. Reclamation involves removing evidence of surface disturbance. The asset retirement obligations (ARO) of the U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The asset retirement obligation liability represents the Companys best estimate of the present value of future reclamation costs in connection with the mineral properties. The Company determined the gross asset retirement obligations as of December 31, 2024 of the mineral properties to be $1,163,978. The Company is required by state regulatory agencies to obtain financial surety relating to certain of its future restoration and reclamation obligations. The Company has provided performance bonds issued for the benefit of the Company in the amount of $812,993 to satisfy such regulatory requirements as of December 31, 2024. **EMPLOYEES** **** As of December 31, 2024, we had 32 full-time employees. 12 **ITEM 1A. RISK FACTORS** **** **Risks Related to Our Business** Our business activities are subject to significant risks, including those described below. Every investor or potential investor in our securities should carefully consider these risks. If any of the described risks actually occurs, our business, financial position and results of operations could be materially adversely affected. Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. **Our ability to become a successful operating mining company is contingent on whether we can continue to access adequate operating capital and can ultimately mine our properties and monetize the uranium and vanadium processed at our mill on a profitable basis, and can then leverage those proceeds to finance further mining activities and to acquire and finance additional reserves, all in spite of potentially significant fluctuations in the market prices of uranium and vanadium.** We expect to generate operating losses for the next several years as we incur expenses to further expand our mining operations at our Sunday Mine Complex, including acquiring additional mining equipment, adding to the mining team and scaling up mining operations, as wells as the for the permitting and construction of our mineral processing facility. During the year ended December 31, 2024, we generated a net loss of $10,112,037. As of December 31, 2024, we had an accumulated deficit of $28,929,894 and working capital of $5,240,584. The Companys ability to continue its planned operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Managements plans include seeking to procure additional funds through debt and equity financings, to secure regulatory approval to fully utilize its Kinetic Separation technology, to scale up its mining operations at Sunday Mine Complex, to construct its own mineral processing mill that is expected to be licensed to utilize Kinetic Separation, and to initiate the processing of ore to generate operating cash flows. If we cannot access additional sources of private or public capital, partner with another company that has cash resources and/or find other means of generating revenue other than uranium or vanadium sales, we may not be able to fully realize our planned operations. Until we can produce and sell sufficient amounts of uranium and/or vanadium, we will have no way to generate adequate cash inflows except by monetizing certain of our assets, partnering with third parties that are better financed or obtaining additional financing of our own. We can provide no assurance that our properties will produce saleable production or that we will be able to continue to find, develop, acquire and finance additional mineral resources. If we cannot monetize certain existing assets, partner with another company that has cash resources, find other means of generating revenue other than uranium or vanadium production and/or access additional sources of private or public capital, we may not be able to remain in business and our shareholders may lose their entire investment. Our ability to function as an operating mining company will be dependent on our ability to mine our properties and permit, build and operate our mill at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. The volatility of uranium prices makes long-range planning uncertain and raising capital difficult. Our ability to operate on a positive cash flow basis will be dependent on mining sufficient quantities of uranium or vanadium at a profit sufficient to finance our operations, operate our mill profitably and for the acquisition and development of additional mining properties. Any profit will necessarily be dependent upon, and affected by, the long and short term market prices of uranium and vanadium, which are subject to significant fluctuation. Uranium prices have been and will continue to be affected by numerous factors beyond our control. These factors include the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium supply from secondary sources and uranium production levels and costs of production. A significant, sustained drop in uranium prices may make it impossible to operate our business at a level that will permit us to cover our fixed costs or to remain in operation. **** **Evaluating our future performance may be difficult since we have a limited financial and operating history, with significant negative cash flow and an accumulated deficit to date. Furthermore, there is no assurance that we will be successful in securing additional sources of capital sufficient to support our planned operations. As such, substantial doubt exists as to whether our cash resources and working capital will be sufficient to fund our planned operations over the next twelve months. Our long-term success will depend ultimately on our ability to raise additional capital, to achieve and maintain operational profitability and to develop positive cash flows from our mining activities.** As more fully described within this annual report, we acquired our first mineral properties in November of 2014. To date, we have been acquiring additional mineral properties and raising capital. We hold uranium projects in various stages of exploration in the states of Colorado and Utah. In addition, in July 2023, we announced our plans to permit and develop a mill for the processing of uranium and vanadium. 13 As more fully described under Liquidity and Capital Resources of Item 7. Managements Discussion and Analysis of Financial Condition and Result of Operations, we have a history of significant negative cash flows and net losses, with an accumulated deficit balance of $28,929,894 and $18,817,857 at December 31, 2024 and 2023, respectively. We have been reliant on royalty revenues and equity financings from the sale of our common shares in order to fund our operations. We do not expect to achieve profitability or develop positive cash flows from operations in the near term. As a result of our limited financial and operating history, including our significant negative cash flows and net losses to date, it may be difficult to evaluate our future performance. At December 31, 2024 and 2023, we had working capital of $5,240,584 and $8,970,434, respectively. The continuation of the Company as a going concern is dependent upon our ability to obtain adequate additional financing. However, there is no assurance that we will be successful in securing any form of additional financing in the future; therefore, substantial doubt exists as to whether our cash resources and working capital will be sufficient to enable the Company to continue its operations over the next twelve months. The consolidated financial statements for the years ended December 31, 2024 and 2023 were prepared assuming that the Company would continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our reliance on equity and debt financings is expected to continue for the foreseeable future. The availability of such funds whenever such additional financing is required, will be dependent on many factors beyond our control, including, but not limited to, the market price of uranium, the continuing public support of nuclear power as a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or joint venture arrangements to continue advancing our uranium projects, which would depend entirely on finding a suitable third party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project. Our long-term success, including the recoverability of the carrying values of our assets, our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability, and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop these into profitable mining activities. The economic viability of our mining activities has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vi) the introduction of significantly more stringent regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining profitability and developing positive cash flow. **Our operations are capital intensive, and we will require significant additional financing to continue production at the Sunday Mine Complex, to permit and construct the ore processing mill, to continue exploration and begin pre-extraction activities on our other existing uranium/vanadium projects, and to acquire additional uranium/vanadium projects.** Our operations are capital intensive and future capital expenditures are expected to be substantial. We will require significant additional financing to fund our operations, including continuing production at the Sunday Mine Complex, to permit and construct the ore processing mill, continuing exploration on our other existing projects and beginning pre-extraction activities on those projects, which include assaying, drilling, geological and geochemical analysis and mine construction costs, and acquiring additional uranium/vanadium projects. In the absence of such additional financing, we would not be able to fund our operations, which may result in delays, curtailment or abandonment of any one or all of our uranium projects. **Uranium/vanadium exploration and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly from expectations or anticipated amounts. Furthermore, exploration programs conducted on our uranium/vanadium projects may not result in the establishment of ore bodies that contain commercially recoverable uranium/vanadium.** Uranium/vanadium exploration and pre-extraction programs and mining activities are inherently subject to numerous significant risks and uncertainties, many beyond our control, including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) unusual or unexpected geological formations; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected ore grades; (vi) industrial accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) availability of contractors and labor; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials, equipment and milling facilities; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in delays, reductions or stoppages in our mining activities; increased capital and/or extraction costs; damage to, or destruction of, our mineral projects, extraction facilities or other properties; personal injuries; environmental damage; monetary losses; and legal claims. 14 Success in uranium/vanadium exploration is dependent on many factors, including, without limitation, the experience and capabilities of a companys management, the availability of geological expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful and commercially recoverable uranium/vanadium is established, it may take a number of years from the initial phases of drilling and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction may change such that the uranium ceases to be economically recoverable. Uranium/vanadium exploration is frequently non-productive due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable uranium, in which case the uranium project may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially recoverable uranium/vanadium and develop these uranium/vanadium projects into profitable mining activities, and there is no assurance that we will be successful in doing so for any of our uranium/vanadium projects. Whether an ore body contains commercially recoverable uranium/vanadium depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes, of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium, which may be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental protection, permitting and land use, taxes, land tenure and transportation. We have established the existence of mineralized materials on our uranium properties. However, we have not established any measured, indicated or inferred mineral resources or any proven or probable reserves through the completion of a feasibility study for any of our uranium properties and we have no current plans to seek to do so, as it would not serve a business purpose at the present time. Furthermore, we have no current plans to establish proven or probable reserves for any of our uranium properties as it doesnt serve a business purpose at the present time. **Because the number of mills permitted for processing of uranium and vanadium is very limited, it may be difficult for us to gain access to a mill on favorable terms, or at all, and this could negatively affect our ability to do business.** In the event that there is not a buying program in place for uranium/vanadium ore, the Company would need to arrange with a third party for conventional milling services. Because the number of mills permitted for processing of uranium and vanadium is very limited, it may be difficult for us to gain access to a mill on favorable terms, or at all. This could result in increased costs and/or significant delays in, interruption of, or cessation of the Companys business activities. The practice of selling uranium/vanadium ore without first processing into yellowcake (U3O8) or Vanadium Pentoxide (V2O5) would likely generate lower revenues. **Because the number of mills permitted for processing of uranium and vanadium is very limited, we have determined that we will seek a permit and then construct our own uranium and vanadium ore processing facility. The capital required and risks involved in such an endeavor could negatively affect our ability to do business.** The construction of facilities for the processing of uranium ore is both a capital-intensive and regulatory intensive endeavor. Obtaining a license to construct and operate a processing plant to mill uranium and vanadium is subject to a number of risks including local, state and national regulations, and political and environmental considerations. Furthermore, we must raise sufficient capital to fund the permitting efforts and construction of the mill. We are subject to the risks that adequate capital in general may not be available at the levels needed and risks that adequate capital may not be available for investments in the front-end of the nuclear fuel cycle. If we are not able to address these risks and build a processing plant/mill then, we would need to arrange with a third party for conventional milling services. It may be difficult for the Company to gain access to a third partys mill on favorable terms, or at all. This could result in increased costs and/or significant delays in, interruption of, or cessation of the Companys business activities. **Our ability to realize anticipated benefits of the Kinetic Separation process is subject to uncertainties associated with that process.** In order to utilize Kinetic Separation to process uranium/vanadium bearing ore, there are uncertainties that must be addressed. Currently, to utilize Kinetic Separation the Company plans to apply for its own milling license for a processing facility. If this is not practical or feasible the Company would need to arrange to utilize a third partys mill. There are substantial costs and risks associated with both of these alternatives. The Company is open to continuing to seek an alternative path forward that would allow the use of Kinetic Separation either inside a uranium mine or on the surface outside of the underground workings to further reduce transportation costs. However, there is no assurance that such an alternative approach will be approved for Western or other companies with comparable processes pursuing regulatory remedies. In addition, although the Company has conducted initial tests of its Kinetic Separation technology with what appear to be positive results, those results have not been validated by a qualified person. 15 **We do not insure against all of the risks we face in our operations.** In general, where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. We currently maintain insurance against certain risks including securities and general commercial liability claims and certain physical assets used in our operations, subject to exclusions and limitations; however, we do not maintain insurance to cover all of the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against, which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at reasonable premiums or that such insurance will adequately cover any resulting liability. **Our inability to obtain financial surety would threaten our ability to continue in business.** Future financial surety requirements to comply with federal and state environmental and remediation requirements and to secure necessary licenses and approvals may increase significantly as future development and production occurs at certain of our sites in the United States. The amount of the financial surety for each producing property is subject to annual review and revision by regulators. We expect that the issuer of the financial surety instruments will require us to provide cash collateral for a significant amount of the face amount of the bond to secure the obligation. In the event we are not able to raise, secure or generate sufficient funds necessary to satisfy these requirements, we will be unable to develop our sites and bring them into production, which inability will have a material adverse impact on our business and may negatively affect our ability to continue to operate. **Acquisitions that we may make from time to time could have an adverse impact on us.** From time to time, we examine opportunities to acquire additional mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks. Our success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of our Company. Any acquisitions would be accompanied by risks which could have a material adverse effect on our business. For example, there may be a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; we may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant. In the event that we choose to raise debt capital to finance any such acquisition, our leverage will be increased. If we choose to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions. **** **The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.** Uranium exploration and pre-extraction programs and mining activities are subject to numerous stringent laws, regulations and standards at the federal, state, and local levels governing permitting, pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance with these requirements requires significant financial and personnel resources. The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may change or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies or regulations, or changes thereto, of any government body, by executive order or regulatory agency or special interest group, may also have a material adverse effect on our operations. 16 Uranium exploration and pre-extraction programs and mining activities are subject to stringent environmental protection laws and regulations at the federal, state, and local levels. These laws and regulations, which include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner. Our compliance costs including the posting of surety bonds associated with environmental protection laws and regulations and health and safety standards have been significant to date, and are expected to increase in scale and scope as we expand our operations in the future. Furthermore, environmental protection laws and regulations may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations. To the best of our knowledge, our operations are in compliance, in all material respects, with all applicable laws, regulations and standards. We may not be able or may elect not to insure against the risk of liability for violations of such laws, regulations and standards, due to high insurance premiums or other reasons. Where coverage is available and not prohibitively expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations. However, we cannot provide any assurance that such insurance will continue to be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability. **We may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.** Our exploration mining and planned uranium and vanadium ore processing activities at the proposed company owned mill are dependent upon the grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment of these rights, authorizations, licenses, permits and consents already granted, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licenses, permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will not be withdrawn or made subject to limitations. **Closure and remediation costs for environmental liabilities may exceed the provisions we have made.** Natural resource companies are required to close their operations and rehabilitate the lands in accordance with a variety of environmental laws and regulations. Estimates of the total ultimate closure and rehabilitation costs for uranium operations are significant and based principally on current legal and regulatory requirements and closure plans that may change materially. Any underestimated or unanticipated rehabilitation costs could materially affect our financial position, results of operations and cash flows. Environmental liabilities are accrued when they become known, are probable and can be reasonably estimated. Whenever a previously unrecognized remediation liability becomes known, or a previously estimated reclamation cost is increased, the amount of that liability and additional cost will be recorded at that time and could materially reduce our consolidated net income in the related period. The laws and regulations governing closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. **** **Major nuclear incidents may have adverse effects on the nuclear and uranium industries.** The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have further adverse effects for both industries. Public opinion of nuclear power as a source of electricity generation may be adversely affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, adversely affecting the Companys operations and prospects. Furthermore, the growth of the nuclear and uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electricity generation. **The marketability of uranium concentrates will be affected by numerous factors beyond our control which may result in our inability to receive an adequate return on our invested capital.** The marketability of uranium concentrates extracted by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, fluctuations in the market price of uranium, governmental regulations, land tenure and use, regulations concerning the importing and exporting of uranium and environmental protection regulations. The future effects of these factors cannot be accurately predicted, but any one or a combination of these factors may result in our inability to receive an adequate return on our invested capital. 17 **The only significant market for uranium is nuclear power plants world-wide, and there are a limited number of customers.** We are dependent on a limited number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business. **** **The price of alternative energy sources affects the demand for and price of uranium.** The attractiveness of uranium as an alternative fuel to generate electricity may be dependent on the relative prices of oil, gas, wind, solar, coal and hydro-electricity and the possibility of developing other low-cost sources of energy. If the prices of alternative energy sources decrease or new low-cost alternative energy sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium. **The title to our mineral property interests may be challenged.** Although we have taken reasonable measures to ensure proper title to our interests in mineral properties and other assets, there is no guarantee that the title to any of such interests will not be challenged. No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local governments, aboriginal peoples or other claimants. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and location of our claims could result in us being unable to operate on our properties as permitted or being unable to enforce our rights with respect to our properties. **Due to the nature of our business, we may be subject to legal proceedings which may divert managements time and attention from our business and result in substantial damage awards.** Due to the nature of our business, we may be subject to numerous regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business. The outcome of these lawsuits is uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend upon many unknown factors. We may be forced to expend significant resources in the defense of these suits, and we may not prevail. Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses, but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities. The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business, financial position or operating results. **** **Competition from better-capitalized companies affects prices and our ability to acquire both properties and personnel.** There is global competition for uranium/vanadium properties, ore processing mills, capital, customers and the employment and retention of qualified personnel. In the production and marketing of uranium and vanadium, there are a number of producing entities, some of which are government controlled and all of which are significantly larger and better capitalized than we are. Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have. Our uranium production also competes with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantling of United States and Russian nuclear weapons and imports to the United States of uranium from the former Soviet Union and from the sale of uranium inventory held by the DoE. In addition, there are numerous entities in the market that compete with us for properties and mills and are attempting to become licensed to operate ISR and/or underground mining facilities. If we are unable to successfully compete for properties, mills, capital, customers or employees or with alternative uranium sources, it could have a materially adverse effect on our results of operations. **** **Because we have limited capital, inherent mining risks pose a significant threat to us compared with our larger competitors.** Because we have limited capital, we may be unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents, flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand. Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability. Our business could be harmed if we lose the services of our key personnel. 18 Our business and mineral exploration programs depend upon our ability to employ the services of geologists, engineers and other experts. In operating our business and in order to continue our programs, we compete for the services of professionals with other mineral exploration companies and businesses. Our ability to maintain and expand our business and continue our exploration programs may be impaired if we are unable to continue to employ or engage those parties currently providing services and expertise to us or identify and engage other qualified personnel to do so in their place. To retain key personnel, we may face increased compensation costs, including potential new stock incentive grants and there can be no assurance that the incentive measures we implement will be successful in helping us retain our key personnel. **** **If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors views of us.** Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate consolidated financial statements on a timely basis is a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies to conduct an annual review and evaluation of their internal controls. The Company is in the process of reviewing its internal control over financial reporting in the interest of complying with Section 404 of the Sarbanes-Oxley Act. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our common shares. **** **The Company may be subject to certain tax consequences in its business, which may increase the cost of doing business.** The Company may not be able to structure its acquisitions to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with the Company or result in being taxed on consideration received in a transaction. **Cyber incidents or cyberattacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.** We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. **Our business, financial condition and results of operations may be negatively affected by economic and other consequences from Russias military action against Ukraine and the international sanctions imposed in response to that action, as well as from other military conflicts in the Middle East and elsewhere.** In late February 2022, Russia launched a large-scale military attack onUkraine. The invasion significantly amplified already existing geopolitical tensions among Russia,Ukraine, Europe, NATO and the West, including the United States. In response to the military action by Russia, various countries, including the United States, the United Kingdom and European Union issued broad-ranging economic sanctions against Russia and its companies, institutions, officials and oligarchs. Additional sanctions have been and may be imposed in the future. Such sanctions (and any future sanctions) and other actions against Russia may adversely impact, among other things, the Russian economy and various sectors of the economy, including but not limited to, financial, energy, metals and mining, engineering and defense and defense-related materials sectors; result in a decline in the value and liquidity of Russian securities; result in boycotts, tariffs, and purchasing and financing restrictions on Russias government, companies and certain individuals; weaken the value of the ruble; downgrade the countrys credit rating; freeze Russian securities and/or funds invested in prohibited assets and impair the ability to trade in Russian securities and/or other assets; and have other adverse consequences on the Russian government, economy, companies and region. Further, several large corporations and U.S. states have announced plans to divest interests or otherwise curtail business dealings with certain Russian businesses. A conflict erupted in the Middle East that has resulted in interruptions to travel, shipping and logistics and creating escalated unrest in the region. Any continuation or escalation of this conflict is likely to result in further risks to the local and worldwide economy, not different from the interruptions discussed above related to the tensions between Russia and Ukraine. The ramifications of the hostilities and sanctions discussed above may not be limited to Russia,Ukraine and the Middle East, as well as Russian, Ukrainian and Middle East based companies and may spill over to and negatively impact other regional and global economic markets (including Europe and the United States), companies in other countries (particularly those that have significant trade with Russia andUkraine) and on various sectors, industries and markets for securities and commodities globally, such as oil and natural gas. Accordingly, the actions discussed above and the potential for a wider conflict could increase financial market volatility and cause severe negative effects on regional and global economic markets, industries, and companies. In addition, Russia may take retaliatory actions and other countermeasures, including cyberattacks and espionage against other countries and companies around the world, which may negatively impact such countries and companies. 19 The extent and duration of the military action or future escalation of such hostilities, the extent and impact of existing and future sanctions, market disruptions and volatility, and the result of any diplomatic negotiations cannot be predicted. While we expect any direct impacts to our business to be limited, the indirect impacts on the economy, such as recession, and on the mining industry and other industries in general could negatively affect our business and may make it more difficult for us to raise equity or debt financing and/or impair global equity prices, including Westerns. In addition, the impact of other current macro-economic factors on our business, which may be exacerbated by the war in Ukraine including inflation, supply chain constraints and geopolitical events is uncertain. **We are subject to global economic risks.** In the event of a general economic downturn or a recession, there can be no assurance that our business, financial condition and results of operations would not be materially adversely affected. The occurrence of unforeseen or extended catastrophic events, including in particular the emergence of a future pandemic or other widespread health emergency (or concerns over the possibility of such an emergency) could create economic and financial disruptions. These types of challenges can impact commodity prices, including for uranium and vanadium, as well as currencies and global stock markets. In the case of a future pandemic or other widespread health emergency, quarantine or otherwise, requirements or circumstances may require the Company to change the way it conducts its business and operations, including requiring the Company to reduce or cease operations at some or all its facilities for an indeterminate period of time. Furthermore, our critical supply chains may similarly be disrupted for an indeterminate amount of time. All these factors could have a material impact on the Companys business, operations, personnel and financial condition. These types of challenges may impact our ability to obtain equity, debt or other financing on terms commercially reasonable to us, or at all. Additionally, these types of factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these types of challenges occur, or if there is a material deterioration in general business and economic conditions, our operations could be adversely impacted and the trading price of our securities could be adversely affected. In the event of the occurrence of these global risk events, our business could be severely impacted, including: **** | | interruption of key mining activities due to limitations on travel, gathering, or business operations imposed or recommended by federal or state governments, employers and others. | | | | limitations in employee resources, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people. | | | | delays in financial reporting and filings due to the impact of mitigation efforts on staff and service providers | | | | changes in local regulations as part of a response to a pandemic outbreak which may require us to change the ways in which mining is conducted, which may result in unexpected costs. | | | | delays in necessary interactions with regulators and other important agencies and contractors due to limitations in employee resources or new procedures due to limitations otherwise imposed. | | | | reduction in the global demand for uranium and/or vanadium due to reduced primary applications of uranium (nuclear power generation) and vanadium (steelmaking). | | 20 **** **Changing global and regional political and economic conditions, including changes in U.S. laws and policies regulating international trade, including the imposition of import tariffs, changes to regulations affecting cross-border trade and transactions, trade and other disputes between the United States and other jurisdictions could adversely impact our business.** Recent political and economic shifts, both domestic and international, may create uncertainty and pose risks to our operations and business. Government policies related to protectionism, economic nationalism and attitudes toward multinational corporations have recently resulted in, and could result in additional, regulatory changes, trade barriers, or investment restrictions. Additionally, international trade disputes includingtariffs, counter-tariffs, export controls, sanctions and currency regulations may increase costs, further disrupt supply chains, and have other negative impacts on our business and operating models. Furthermore, market volatility, driven by shifts in U.S. and foreign trade policies, fluctuating interest rates or currency controls, may affect commodity prices, capital availability and investor confidence. Even the perception of these risks could lead to reduced investment, higher production and operating costs, and other operational challenges. If such trends continue, they may have a material adverse effect on our business and financial performance. It is difficult to estimate the potential impact on our business. To the extent theseconditions adversely affect our business as discussed, they may also have the effect of heightening many of the other risks described in this Item1A such as those relating to cyber-security, supply chain, inflationary and other volatility in prices of goods and materials, and the condition of the markets including as related to our ability to access additional capital, any of which could negatively affect our business. **** **Risks Related to Our Stock** **If we are unable to raise additional capital, our business may fail and shareholders may lose their entire investment.** We had $5,482,631 in cash and cash equivalents as of December 31, 2024. There can be no assurance that we will be able to obtain additional capital after we exhaust our current cash. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities would likely result in substantial dilution to existing shareholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If additional capital is not available in sufficient amounts or on a timely basis, we will experience liquidity problems, and we could face the need to significantly curtail current operations, change our planned business strategies and pursue other remedial measures. Any curtailment of business operations would have a material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail, causing our shareholders to lose their entire investment. **Shareholders could be diluted if we were to use common shares to raise capital.** We may need to seek additional capital to carry our business plan. This financing could involve one or more types of securities including common shares, convertible debt or warrants to acquire common shares. These securities could be issued at or below the then prevailing market price for our common shares. Any issuance of additional common shares could be dilutive to existing shareholders and could adversely affect the market price of our common shares. **** 21 **** **The Companys common shares may at times be traded in low volumes,which may negatively affect your ability to sell shares.** **** The Companys common shares may trade at times in low volumes on both the CSE and OTCQX, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small. This situation may be attributable to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who can generate or influence sales volume, and that even if we came to the attention of such institutionally oriented persons, they tend to be risk-averse in this environment and would be reluctant to follow an early stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more advanced and viable. As a consequence, there may be periods of several days or more when trading activity in the Companys shares is minimal, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.The Company cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained.Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.Further, certain institutional and other investors may have investment guidelines that restrict or prohibit investing in securities traded in the over-the-counter market.These factors may have an adverse impact on the trading and price of our securities and could result in the loss by investors of all or part of their investment. **** **The Companys common share price may be volatile.** The future trading price of the Companys common shares may be volatile and may fluctuate substantially. The price of the common shares may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond the Companys control and may not be directly related to its operating performance. These factors include the following: | | | price and volume fluctuations in the overall stock market from time to time; | | | | | | | | | | significant volatility in the market price and trading volume of securities of mineral exploration and mining companies; | | | | | changes in government regulations or regulatory policies with respect to mineral exploration and mining companies or in the status of our regulatory approvals; | | | | | actual or anticipated changes in earnings or fluctuations in operating results; | | | | | | | | | | announcements by us or by our competitors of acquisitions or of new products, commercial relationships or capital commitments; | | | | | | | | | | disruption to our operations or those of other contractors critical to our operations; | | | | | | | | | | the emergence of new competitors; | | | | | | | | | | commencement of, or our involvement in, litigation; | | | | | dilutive issuances of our common shares or the incurrence of additional debt; | | | | | | | | | | adoption of new or different accounting standards; | | | | | general economic conditions and trends and slow or negative growth of related markets; | | | | | loss of a major funding source; or | | | | | departures of key personnel. | | Due to the continued potential volatility of its stock price, the Company may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert managements attention and resources from the business. 22 **The sale of shares by our directors and officers may adversely affect the market price for our shares.** Sales of significant amounts of common shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common shares. Managements stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price. **We have never paid or declared any dividends on our common shares.** We have never paid or declared any dividends on our common shares or preferred stock. Likewise, we do not anticipate paying dividends or distributions on our common shares. Any future dividends on common shares will be declared, if at all, at the discretion of our board of directors and will depend, among other things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate. **Our Chief Executive Officer is our largest shareholder, and as a result he may be able to exert control over us and may have actual or potential interests that may diverge from yours.** George Glasier, our CEO, beneficially owns, in the aggregate, about 9.7% of our common shares. As a result, Mr. Glasier might be able to influence many matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control, and could deprive our shareholders of an opportunity to receive a premium for their common shares as part of a sale of our company and may affect the market price of our stock. Furthermore, Mr. Glasier may have interests that diverge from those of other holders of our common shares. As a result, Mr. Glasier may vote the shares he owns or controls or otherwise cause us to take actions that may conflict with your best interests as a shareholder, which could adversely affect our results of operations and the trading price of our common shares. Through this control, Mr. Glasier can exert influence over our management, affairs and all matters requiring shareholder approval, including the approval of significant corporate transactions, a sale of our company, decisions about our capital structure and the composition of our board of directors. **Risks Related to Our Regulatory Environment** **The SECs adoption of the Modernization of Property Disclosures for Mining Registrants, as codified in S-K 1300, created new disclosure requirements for mineral reserves and mineral resources that create some ambiguity for issuers required to comply with both the requirements of S-K 1300 and NI 43-101 and may result in increased compliance costs.** SEC Industry Guide 7 has been rescinded and replaced by S-K 1300, which requires that we disclose specific information related to our material mining operations, including with particularity any mineral resources and mineral reserves. Although we have established the existence of mineralized materials on our uranium properties, we have not established any measured mineral resources or any proven or probable reserves through the completion of a feasibility study for any of our uranium properties and we have no current plans to seek to do so, as it would not serve a business purpose at the present time. Nevertheless, if in the future we were to seek to identify any measured mineral resources or to establish any proven or probable reserves, we would be required to provide disclosure in that regard under both S-K 1300 and NI 43-101. While S-K 1300 is substantively similar to NI 43-101 (with the primary difference being between the format required for an S-K 1300 technical report summary and the format required for an NI 43-101 technical report), we would incur additional costs from having to comply with both sets of regulatory requirements, and since S-K 1300 is potentially subject to unknown interpretations, the Company could be required to incur substantial additional costs associated with compliance. We cannot predict the nature of any future enforcement, interpretation, or application of S-K 1300. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result our company incurring unforeseen costs associated with compliance with both of those disclosure regimes. 23 **ITEM 1B. UNRESOLVED STAFF COMMENTS** None **ITEM 1C. CYBERSECURITY** We acknowledge the increasing importance of cybersecurity in todays digital and interconnected world. Cybersecurity threats pose significant risks to the integrity of our systems and data, potentially impacting our business operations, financial condition and reputation. As a smaller reporting company, we currently do not have formalized cybersecurity measures, a dedicated cybersecurity team or specific protocols in place to manage cybersecurity risks. Our approach to cybersecurity is in the developmental stage, and we have not yet conducted comprehensive risk assessments, established an incident response plan or engaged with external cybersecurity consultants for assessments or services. We have not experienced any significant cybersecurity incidents to date. However, we recognize that the absence of a formalized cybersecurity framework may leave us vulnerable to cyberattacks, data breaches and other cybersecurity incidents. Such events could potentially lead to unauthorized access to, or disclosure of, sensitive information, disrupt our business operations, result in regulatory fines or litigation costs and negatively impact our reputation among investors, shareholders, customers and partners. We are in the process of evaluating our cybersecurity needs and developing appropriate measures to enhance our cybersecurity posture. This includes considering the engagement of external cybersecurity experts to advise on best practices, conducting vulnerability assessments and developing an incident response strategy. Our goal is to establish a cybersecurity framework that is commensurate with our size, complexity and the nature of our operations, thereby reducing our exposure to cybersecurity risks. In addition, our Board of Directors (the Board) will oversee any cybersecurity risk management framework and a dedicated committee of the Board or an officer appointed by the Board will review and approve any cybersecurity policies, strategies and risk management practices. Despite our efforts to improve our cybersecurity measures, there can be no assurance that our initiatives will fully mitigate the risks posed by cyber threats. The landscape of cybersecurity risks is constantly evolving, and we will continue to assess and update our cybersecurity measures in response to emerging threats. For a discussion of potential cybersecurity risks affecting us, please refer to the Risk Factors section of this Annual Report. **** 24 **ITEM 2. PROPERTIES** Company headquarters is maintained at 5 Church Street, Toronto, Ontario, Canada M5E 1M2. An operations facility is rented at 31617 Hwy 90 Road, Nucla, Colorado, USA which houses the Kinetic Separation units and a shop office. In 2022, the rental of a new mining operations office was added at 31525 Hwy 90 Road, Nucla, Colorado, USA. The diagram below illustrates the location of the Companys properties: * | | 1. | Sunday Mine Complex | | | | 2. | San Rafael | | | | 3. | Sage | | | | 4. | Dunn | | | | 5. | Van 4 | | | | 6. | Hansen/Taylor Ranch | | | | 7. | Bullen Property (Weld County) | | | | 8. | Maverick Minerals Mill Site (Emery County) | | | | 9. | Mustang Mineral Mill Site (Montrose County) | | **Overview** Western Uranium & Vanadium Corp is engaged in the business of exploring, developing, mining and production from its uranium and vanadium resource properties. On September 16, 2015, in connection with the Black Range Transaction, the Company acquired additional mineral properties. The mining assets acquired through Black Range included assets in the states of Colorado, Wyoming, and Alaska. None of these mining assets are operational at this time. As these properties have not formally established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. 25 The Companys mining properties acquired on August 18, 2014 that the Company retains as of December 31, 2024, include: | | | San Rafael Uranium Project located in Emery County, Utah | | | | | The Sunday Mine Complex located in western San Miguel County, Colorado | | | | | The Van 4 Mine located in western Montrose County, Colorado | | | | | The Sage Mine project located in San Juan County, Utah and San Miguel County, Colorado | | | | | Dunn Project located in San Juan County, Utah. | | The Companys mining properties acquired on September 16, 2015 that the Company retains as of December 31, 2024, include: | | Hansen, North Hansen, High Park, and Hansen Picnic Tree, located in Fremont and Teller Counties, Colorado | | | | The Keota Uranium project acreage located in Weld County, Colorado | | | | Ferris Haggerty located in Carbon County, Wyoming | | The Company has a 100% interest in the Hansen/Taylor Ranch Project properties that it has elected to retain. Although we have established the existence of mineralized materials on our uranium properties, we have not established any measured, indicated or inferred mineral resources or any proven or probable reserves through the completion of a feasibility study for any of our uranium properties and we have no current plans to seek to do so, as it would not serve a business purpose at the present time. The near term plan for the Companys resources is to initially mine at the Sunday Complex. The Sunday Mine Complex is an advanced stage property with a significant drilling and production history. Mining and drilling occurred contemporaneously from the 1950s through the mid 1980s. From the 1980s to the present, mining and drilling occurred only sporadically, typically when uranium or vanadium prices were high. The last previous mining interval was from 2006 to 2009. Based on the available records, only in 2009 did any surface drilling take place since mid-1980. Past operators have generated abundant geologic and mining data, and there are open faces underground that show mineralized zones. Near term exploration is not needed because the underground infrastructure has been already developed. **Mining Properties** Set forth below are details regarding our mining properties operated by us, which have been prepared in accordance with the requirements of S-K 1300. * **1. Sunday Mines Complex** *The Property* TheSundayMineComplex is located in western San Miguel County and is part of the Uravan Mineral Belt. The property is situated 25 miles north of Dove Creek, Colorado, on the north flank of Disappointment Valley and portions of Big Gypsum Valley. Energy Fuels Resources (USA) Inc. (EFR) acquired the property in June 2012 from Denison Mines Corp. The complex consists of five individual mines with mine workings located along a two mile stretch of the southern side of Big Gypsum Valley, with underground workings extending generally south, with associated vents and surface facilities. The mines are, from east to west:Sunday, Carnation, Saint Jude, WestSunday, and Topaz. The mines were previously actively mined from 2007 to 2009, by a prior owner. In 2017, the mines were re-opening for a project involving exploration, development, and mining. The property consists of221unpatented claims on public land managed by the U.S. Bureau of Land Management (BLM)TresRios Field Office, covering approximately3,800acres. The area covers parts of sections10,13, 14,15,23,24,and26T44N R18W, and sections18, 19, 20, and 30 T44N R17W.Total annual BLM claim maintenance fees are approximately$36,465due September 1steach year. The property has access to grid power and has a natural underground source of water due to an aquifer. As a mine that has produced in the recent past, the Sunday Mine Complex has a robust infrastructure. The roads are all-weather, electric power is grid-tied, surface facility structures that meet Colorado State standards exist, and water is present. During 2019, Western restarted these mines and after pausing for COVID-19, these mines have reengaged in active mining operations. 26 Claims for the Sunday Mine Complex carry a 1.0% royalty on all ore produced, also, in addition, the GMG, Sunshine, andPatsunclaims (totaling twenty claims in the northeast portion of the property) carry a 12.5% royalty on all ore produced. *Accessibility* The property is best accessed from Colorado. Access from Colorado is via State Highway 141 east out of Naturita, CO for about 3.7 mi (6 km) until the 141/145 Highway junction, then about 22.4 mi (36 km) south on Hwy 141, then about 6.2 mi (10 km) northwest on County Road 20R (Gypsum Valley Road). The State Highway 141 is a paved all-weather road and the County Road 20R is a gravel road passable in all but the worst weather. ** *History* The Sunday Mine Complex consists of six different mines. These are the Topaz, West Sunday, Sunday, St. Jude, Carnation, and the GMG. The mines have had a number of owners and operators. Maps and documents made available to the author show that the following companies have been involved in the all or parts of the property prior to WUC acquisition of the Sunday Mine Complex Uranium (SMC) in April 2014: Matterhorn Mining (1950s-1960s, Climax Uranium 1960s, Union Carbide Corporation (UCC) 1970s-1980s, Atlas Minerals (1980s), Energy Fuels Nuclear (early 1990s), International Uranium Corp. (1990s-2000s), Denison Mines (USA) (2000s), and Energy Fuels (2010s). The documents are incomplete as so this list may be as well. Since UCC days, the ownership has been clear. In 1983 Union Carbide transferred its mineral interests to UMETCO, a wholly-owned subsidiary. For the sake of consistency, the name Union Carbide will be used even if technically the ownership was UMETCO at the time. Records made available by the Company and a search of public documents on-line indicates exploration drilling starting on the property in the early 1950s. Two Defense Minerals Exploration Administration (DMEA) reports, one on the Sunday area and the other on the Topaz area, indicated some drilling and minor surface extraction had occurred by the mid 1950s (DMEA, 1953 & 1956). Additionally, historic maps of the area show the Sunday mines in operation in the 1950s (Denison Mines, 2008). The records & anecdotal evidence indicate that from the mid-1960s until the early 1980s, the SMC produced material from relatively steady ongoing mining operations. These ceased in 1984 when Union Carbide closed their Uravan mill. Since then, the property has been idle, with the exception of brief periods in the late 1980s when UCC mined for a short time during a spike in vanadium prices, in the mid-1990s with International Uranium Corporation and another one in 2006-2009 when Denison Mines extracted ore from the mine. During all three periods, the ore was processed at the White Mesa Mill located just south of Blanding, UT. Exploration and development drilling on the property was contemporaneous with the mining. The available database records show that at least 1,419 holes have been drilled on the property. This is an incomplete list, as an examination of the available maps and cross-sections show a number of holes that are not in the database. A best estimate for total distance drilled is about 850,100 ft (259,175 m). Anecdotal evidence and some maps also give evidence that underground long holes (test holes drilled from the mine workings anywhere from 50 ft (15 m) to 300 ft (91 m) long) were used extensively throughout the mined areas. The 2-D digitized mine workings, done by Denison Mines show extensive stopping and drifting within parts of the SMC. Generational mine maps indicate that more mine workings exist than are shown in the digital database. A very conservative rough estimate of the linear mine workings based on the digital database is in excess of 50,000 ft (15,244 m) with many stopes. Figure 6.2.1 shows the known drill hole and mine working locations. Based on the records and on field inspection, it is evident that the Property has a significant history of drill exploration and mine development. Anthony R. Adkins, P. Geol., LLC was commissioned by the Company to prepare a technical report compliant with NI 43-101 on the Sunday Mine Complex Uranium (SMC) Project (the Sunday Mine Report). The Sunday Mine Report was finalized on July 7, 2015 and filed on sedar.com on July 16, 2015. The Sunday Mine Report is an historic estimate of measured and indicated resources (not reserves) under NI 43-101. However, the Company is not treating the historical estimate as current mineral resources, and S-K 1300 does not permit such historic estimates to be disclosed in Form 10-K annual reports. There is no more recent data available on the Sunday Mine Complex project resource than that of the Sunday Mine Report. In order to disclose a resource estimate as current, the Company would need to engage a qualified person (as defined under 43-101 and S-K 1300) to, among other things, take account of any exploration or other work on the Sunday Mine Complex since the date of the historical estimate and produce a technical report compliant with NI 43-101 and a feasibility study compliant with S-K 1300. The Company currently does not intend to commission such a technical report or feasibility study. 27 *Project Geology* Geologically, the main hosts for uranium-vanadium mineralization in the Sunday Mine Complex are fluvial sandstone beds assigned to the upper part of the Salt Wash Member of the Jurassic Morrison Formation, with minor production coming from conglomeratic sandstones assigned to the lower portion of the Brushy Basin Member of the Morrison Formation. Mineralization from both members is present at the property, with the mine production coming from the Salt Wash Member. Beds generally strike NW-SE and dip SW, with some exceptions within fault bounded blocks adjacent to Big Gypsum Valley. *Restoration and Reclamation* Eachof the mines are permitted separately with the DRMS. The mines and their permitted acres and financial warranties are, from east to west, theSunday(60 acres, $330,242), Carnation (9.8 acres, $40,245), Saint Jude (9.8 acres, $69,828), WestSunday(12.1 acres, $85,036), and Topaz (30 acres, $110,792). *Permitting Status* The air permits for the site are currently being renewed with APCD. AStormwaterpermit is in place with the WQCD and aStormwaterManagement Plan is in effect. However, a mine water treatment plant may need to be permitted for treating mine water, as there is currently 55 million gallons of water in the lower portion of the mine where most of the remaining resource is located. This will require a discharge permit with the WQCD and revisions to the Plan of Operations, EPP, and one of the DRMS mine permits. Special Use Permits are also in place with San Miguel County, which mainly address road maintenance and transportation issues with some limitations in effect on when and how many trucks may be used for ore haulage to the mill. The Company has been working toward the completion of an updated Topaz Mine Plan of Operations (Topaz Mine Plan), which is a separate federal requirement of the U.S. Bureau of Land Management (BLM) for the conduct of mining activities on the federal land at the Topaz Mine. This is a prerequisite to re-permit the Topaz Mine with Colorados DRMS. In connection with the Topaz Mine Plan, an environmental assessment was prepared by an outside consultant and submitted to the BLM on June 24, 2024. The BLM issued a letter to the Company on August 2, 2024 advising that the application for the Topaz Mine Plan had run past the allowed evaluation period and was cancelled. Pursuant to the Fiscal Responsibility Act of 2023, the Company has a one year time limit for BLM reviews. Under the transitional rules, the Topaz project was not eligible for an extension due to its duration. However, the project can be resubmitted and be picked up where it was left off. The re-scoping process will need to be repeated to start the one year time clock. Consultants are conducting new work toward gathering additional inputs for the BLM resubmission, but have not yet restarted the BLM clock by making an amended submission. Major permits currently in place at theSundayComplexinclude: | | | Sunday112d Mine Permit M-1977-285 (DRMS) | | | | | | | | | | St. Jude 110d Mine Permit M-1978-039-HR (DRMS) | | | | | | | | | | WestSunday112d Mine Permit M-1981-021 (DRMS) | | | | | | | | | | Carnation 110d Mine Permit M-1977-416 (DRMS) | | | | | | | | | | Topaz 112d Mine Permit M-1980-055-HR (DRMS) | | | | | | | | | | WestSundayPlan of Operations COC 52049 (BLM) | | | | | | | | | | Sunday, St. Jude and Carnation Plan of Operations COC-53227 (BLM) | | | | | | | | | | Resolution#1997-18 Mine Permit (San Miguel County) | | | | | | | | | | Resolution 2007-34 Topaz andSundayExpansion (San Miguel County) | | 28 | | | Resolution 2008-41 Increased Ore Haulage (San Miguel County) | | | | | | | | | | Road & Bridge Special Construction Permit (SCP) 06-14 (San Miguel County) | | * **2. San Rafael** * *The Property* The San Rafael Uranium Project land position is comprised of a contiguous claim block covered by 136 BM unpatented federal lode mining claims and 10 Hollie unpatented federal lode mining claims. The San Rafael Project is located in the historic Tidwell District about 10 miles west of Green River, Utah. Most of the property is north of Interstate Highway 70 at the Hanksville exit. Energy Fuels became operator of the San Rafael Project when it acquired Magnum Minerals in June 2009. It consisted of two core uranium deposits, the Deep Gold and the Down Yonder. In January 2011, EFR acquired the 10 Hollie claims from Titan Uranium. These claims covered the eastern portion of the Deep Gold deposit, greatly increasing resources. WUC acquired the property from Energy Fuels and currently holds the 146 claims in the project area. The San Rafael Uranium Project is currently being held as a property that is exploratory in nature with no identified reserves. Exploration and mining plans have not been prepared for the project. The Company has not yet undertaken any development work at the property. Power and water sources have not yet been formally assessed. 29 Magnums acquisition of the claims and some of the data Magnum purchased encumbers the claims. This includes a 2% Net Smelter Return royalty to Uranium One, successor to Energy Metals for claims acquired by Magnum as earn-in to a JV, and a 2% net sales price royalty to Kelly Dearth on the BM claims. There is no royalty on the Hollie claims. The unpatented claims are located on approximately 2,900 acres of land administered by the U.S. Bureau of Land Management in sections 13, 14, 23, 24, 25, 26, and 35, T21S, R14E, SLPM, Emery County, Utah. Holding cost $24,090 due to BLM for claim maintenance fees prior to September 1 each year. During 2024, the Company conducted work to make the San Rafael Uranium Project its second mining production center. Western has acquired an exploration permit which will allow the installation of monitor wells as a next step. *Accessibility* The property is located on the eastern side of the San Rafael Swell in east-central Utah, approximately 140 air miles southeast of Salt Lake City. The little desert community of Green River, Utah is located about ten miles to the east. In a general sense the San Rafael Uranium Project property position lies within a wedge shaped area, roughly bound along its northeast edge by US Highway 6-50 and along its southeast edge by Interstate 70. Concerning additional local access features, U.S. Highway 6-50 crosses just north of the greater San Rafael Uranium Project area in a northwesterly direction and is roughly paralleled by the regional railroad line. Access to the property is generally good year around, except for periods of heavy snowstorms during December through February and increased monsoon rains and summer cloudburst storms during August through October. Access for drilling and other exploration activity is excellent, except during occasional heavy rainy periods which can create heavy flash flooding and roads mudding-up and becoming impassable. *History* The Deep Gold deposit was originally discovered by Continental Oil Company (Conoco) and Pioneer Uravan geologists in the late 1960s and 1970s to early 1980s, respectively. Exploration drilling was conducted just east of the core of the Tidwell Mineral Belt and north-northeast of the Acerson Mineral Belt. The area containing the deposits was considered to contain highly prospective paleo trunk stream channel trends. Some of the larger historic producing mines in the area were Atlas Minerals Snow, Probe, and Lucky Mines. The deposit in the San Rafael Project is an open concordant, channel-controlled, sandstone-hosted, trend type, with mineralization hosted in the upper sandstone sequence of the Salt Wash Member of the Upper Jurassic Morrison Formation. In addition to Conoco, Pioneer Uravan, and Atlas Minerals, the US Atomic Energy Commission (AEC) and other companies (Union Carbide, Energy Fuels Nuclear, and others) conducted exploration drilling and mining in the area. Some of these companies performed historic resource estimates on the Deep Gold deposits, but they are not considered compliant with NI 43-101 standards. Depth to mineralization at the Deep Gold deposit in Section 23 averages 800 feet, with hole depths averaging approximately 1,000 feet. Magnum purchased and otherwise acquired most of the available historic exploration data produced by the previous operators. A 100 hole, 100,000 foot drilling program is warranted to discover and define additional uranium resources. Total cost for this work would be $US 1.3 million to $US 1.5 million, based on an all-inclusive cost of $US 15/foot. The Tidwell Mineral Belt and the San Rafael Uranium District have been the sites of considerable historic exploration drilling and production, with over 4 million pounds of uranium and 5.4 million pounds of vanadium produced. Production from the Snow, immediately up dip of the Deep Gold deposit, which produced for nine years, starting in March 1973 and ending in January, 1982 consisted of 650,292 pounds of U3O8 contained in 173,330 tons of material at an average grade of 0.188% U3O8 (Wilbanks, 1982). O. Jay Gatten, P. Geol., LLC was commissioned by the Company to prepare an independent technical report compliant with NI 43-101 on the San Rafael Uranium Project (including the: Deep Gold Uranium Deposit and the Down Yonder Uranium Deposit) (the San Rafael Report). The San Rafael Report was finalized on November 19, 2014 and filed on sedar.com on November 20, 2015. The San Rafael Report is an historic estimate of indicated and inferred uranium resources (not measured resources or reserves) under NI 43-101. However, the Company is not treating the historical estimate as current mineral resources, and S-K 1300 does not permit such historic estimates to be disclosed in Form 10-K annual reports. There is no more recent data available on the San Rafael Uranium Project property than that of the San Rafael Report. In order to disclose a resource estimate as current, the Company would need to engage a qualified person (as defined under 43-101 and S-K 1300) to produce a technical report compliant with NI 43-101 and a feasibility study compliant with S-K 1300. The Company currently does not intend to commission such a technical report or feasibility study. 30 *Project Geology* Geologically, the main hosts for uranium-vanadium mineralization in the San Rafael Project are the fluvial sandstone beds assigned to the upper part of the Salt Wash Member of the Jurassic Morrison Formation. *Restoration and Reclamation* A financial warranty is posted with theState of Utah Division of Oil, Gas and Mining for the amount of $61,403 (2 acres). *Permitting Status* All exploration permits have been terminated and related bonding released. An EA was completed by BLM in 2008 for drilling up to 150 holes. A large area has been surveyed for cultural and paleontological resources which would expedite future exploration permits. No mine permitting activities have yet occurred. Although the mine is permitted (E/015/0293) and bonded ($61,403) for exploration, it is not permitted for mining. Existing permits include: Exploration permit. * 31 **3. Sage** The Property* On July 1, 2014 PRM concluded a deal with EFR to acquire 44 contiguous unpatented mining claims on the Utah side of the Colorado-Utah state line at the head of Summit Canyon at the south end of the Uravan Mineral Belt. The94unpatented claims are located on approximately 1,942 acres land administered by the U.S. Bureau of Land Management in sections 34 and 35, T32S, R26E, SLPM, San Juan County, Utah and sections 25 and 26, T43N, R20W, NMPM, and sections 19, 29, 30, 31, and 32, T43N, R19W, NMPM San Miguel County, Colorado.Holding cost is $15,510 due to BLM for claim maintenance fees prior toSeptember 1each year. The property has access to grid power, however, no source of industrial water has yet been identified. The Sage Mine Project is currently being held as a property that is exploratory in nature with no identified reserves. Exploration and mining plans have not been prepared for the project. Western Uranium & Vanadium Corp. is currently evaluating conducting rehabilitation at the mine and is pursuing the next steps required. Western Uranium & Vanadium Corp has not yet undertaken any development work at the property. ** *Accessibility* The Sage Plain Project property can be accessed from the north, south, and east on paved, all-weather county roads. The nearest towns with stores, restaurants, lodging, and small industrial supply retailers are Monticello, Utah, 26 road miles to the west, and Dove Creek, Colorado, 20 road miles to the southeast. Larger population centers with more supplies and services are available farther away at Moab, Utah (61 road miles to the north) and Cortez, Colorado (54 road miles to the southeast). U.S. Highway 491 connects Monticello, Utah to Dove Creek and Cortez, Colorado. There are two routes north from this highway to the project. At one mile west of the Colorado/Utah state line (16 miles east of Monticello or 10 miles west of Dove Creek), San Juan County Road 370 goes north for 10 miles to the Calliham Mine portal site drive way. The mine portal is one-half mile east of Road 370, on a private road. An alternate route is to turn north on Colorado Highway 141(2 miles west of Dove Creek) for 9.5 miles to Egnar, Colorado, then turn west on San Miguel County. Road H1 for 1.2 miles before intersecting San Juan County Road 370. Road 370 would be taken north for 4 miles to the Calliham Mine portal site driveway. Road H1 from Egnar would also be used if one was traveling to the project on Highway 141 from farther north in Colorado, such as Naturita, Colorado (a total of 62 miles away). *History* The property includes the historic producing Sage Mine and boarders the famousDeremoMine and the Calliham Mine (combined historic production of over 8 millionlbsof U3O8 and 70 millionlbsof V2O5). The uranium-vanadium deposits occur in the upper and middle sandstones of the Salt Wash Member of the Morrison Formation. WUC is in possession of historic mine and drill maps. About 200 historic holes were drilled on the claims at the Sage Mine. A considerable, but unknown amount of drilling occurred historically on the eastern (Colorado) part of the claims along the benches of Summit and Bishop Canyons. Historic production from several small mines occurred on the Colorado claims (Red Ant, Black Spider, etc.). The Sage Mine was developed, operated, and permitted by Atlas Minerals in the 1970s. It closed in 1982 and was ultimately sold and the permit transferred to Butt Mining Company under a Small Mine NOI. Jim Butt operated the mine for a short time in the early 1990s when vanadium prices were high; however, the mine has been idle since that time. In the fall of 2011, Colorado Plateau Partners drilled seven holes totaling 4,873 feet at the Sage Mine property to confirm historic map data and explore for a possible east-west channel connecting the mine to a mineralized body to the west. The drilling was successful in meeting the objectives of confirming the accuracy of the historic data and verifying a historically defined mineralized body. One hole exploring a possible mineralized trend connecting the mine to the western mineralized body intercepted 2.0 feet of 0.407% eU3O8. Another hole intercepted mineralization greater than 1.0 foot of 0.16% eU3O8. Prior to the Companys acquisition of the Sage Mine property, Energy Fuels, Colorado Plateau Partners (a Joint Venture between Energy Fuels and Lynx-Royal) completed a NI 43-101 technical report on the Sage Plain Project(Technical Report on Colorado Plateau Partners LLC (Energy Fuel Resources Corporation/Lynx-Royal JV) Sage Plain Project, San Juan County, Utah and San Miguel County, Colorado by Douglas C. Peters, Certified Professional Geologist, Peters Geosciences Golden, Colorado December 16, 2011) (the Sage Mine Energy Fuels Report). ** The Sage Mine Energy Fuels Report resource is an historic estimate of mineral resources (not reserves) under NI 43-101. The Company is not treating the historical estimate as current mineral resources, and S-K 1300 does not permit such historic estimates to be disclosed in Form 10-K annual reports. 32 Energy Fuels submitted an Exploration NOI to the BLM in March 2013 for the site thereby establishing a nominal permit for the facility. Permitting for mine expansion was started in 2012, but was discontinued due to other priorities. This work included installing 3 monitoring wells around a proposed portable water treatment plant (exploration permit E/037/0188; bond $16,020) and conducting baseline studies (archeology, biology, groundwater). Eight baseline groundwater sampling events have been completed, which will allow for submittal of a complete groundwater discharge permit application to DWQ. Other than offsetting some of the historic drill holes and use of gamma logs where available, no verification of the historical data has been conducted. No core is available at the present time from the earlier exploration or production work. There is no more recent data available on the Sage Mine project resource than that of the Sage Mine Energy Fuels Report. In order to disclose a resource estimate as current, the Company would need to engage a qualified person (as defined under 43-101 and S-K 1300) to produce a technical report compliant with NI 43-101 and a feasibility study compliant with S-K 1300. The Company currently does not intend to commission such a technical report or feasibility study. ** *Project Geology* The Sage Plain and nearby Slick Rock and Dry Valley/East Canyon districts uranium vanadium deposits are a similar type to those elsewhere in the Uravan Mineral Belt. The location and shape of mineralized deposits are largely controlled by the permeability of the host sandstone. Most mineralization is in trends where Top Rim sandstones are thick, usually 40 feet or greater. The Sage Plain District appears to be a large channel of Top Rim sandstone which trends northeast, as one of the major trunk channels that is fanning into distributaries in the southern portion of the Uravan Mineral Belt. The Calliham/Crain/Skidmore (Calliham Mine) and Sage Mine deposits, as well as nearby Deremo and Wilson/Silverbell mines appear to be controlled by meandering within this main channel. The Morrison sediments accumulated as oxidized detritus in the fluvial environment. During early burial and diagenesis, the through-flowing ground water within the large, saturated pile of Salt Wash and Brushy Basin material remained oxidized, thereby transporting uranium in solution. When the uranium-rich waters encountered the zones of trapped reduced waters, the uranium precipitated. Vanadium may have been leached from the detrital iron-titanium mineral grains and subsequently deposited along with or prior to the uranium. The thickness, the gray color, and pyrite and carbon contents of sandstones, along with gray or green mudstone, were recognized by early workers as significant and still serve as exploration guides. Much of the Top Rim sandstone in the Sage Plain Project area exhibits these favorable features; therefore, portions of the property with only widely spaced drill holes hold potential. However, without the historic drill data, it cannot be determined where sedimentary facies are located (e.g., channel sandstones thin and pinch-out, or sandstone grades and interfingers into pink and red oxidized sandstone and overbank mudstones). Furthermore, locations of interface zones of the oxidized and reduced environments are hard to predict. Until more historic data are obtained and/or more drilling occurs on the property away from the historic mines, these outlying areas remain exploration targets. *Restoration and Reclamation* A financial warranty is posted with theColorado Mined Land Reclamation Board for the amount of $40,124. *Permitting Status* Although the mine is permitted (S/037/0058) and bonded ($40,124) for reclamation it is not permitted for mining. Because of its location on BLM managed land, an Environmental Impact Assessment will need to be prepared for the site by a third-party contractor once a Plan of Operations is submitted for the mine operation. An amendment to the Small Mine Reclamation NOI will also be needed with Utah Division of Oil Gas and Mining to allow for mine expansion. Existing permits include: Small Mine Reclamation permit with the Utah Division of Oil Gas and Mining. *Basis of Disclosure* The scientific and technical information provided in this Form 10-K on the Sage Mine, as well all data and exploration information reported in this Form 10-K on the Sage Mine, is based on the information reported in the Sage Mine Energy Fuels Report. 33 **4. Dunn** *The Property* The 11 unpatented claims are located on approximately 220 acres of land administered by the BLM in sections 14 and 15, T32S, R25E, SLPM, San Juan County, Utah. Holding costs of the 11 claims will be $1,815 due to BLM beforeSeptember 1each year. ** The Dunn Project is currently being held as a property that is exploratory in nature with no identified reserves. Exploration and mining plans have not been prepared for the project. Western Uranium & Vanadium Corp. has not yet undertaken any development work at the property. Power and water sources have not yet been formally assessed. ** *Accessibility* The property lies in Bear Trap Canyon, a tributary at the head of East Canyon.This is midway between the EFR Rim Mine and the Calliham/Sage mine area. Access to the Dunn project is from West Summit Road (San Juan County Road 313), 10.8 miles north of the junction with U.S. Highway 491. West Summit Road is a two-lane paved road that is well maintained year round. At 10.8 miles, a graveled Class D County Road (unnamed), spurs off of West Summit Road, passes through the leased lands and terminates at the Dunn Portal at approximately 2.1 miles from the spur. The nearest town to the Dunn project is Monticello, Utah which is approximately 65 miles away. The closest commercial airport facilities are located in Cortez, Colorado, approximately 65 miles to the southeast, and Moab, Utah approximately 65 miles to the northwest; both airports have daily commercial flights to-and-from Denver International Airport. *History* The first discovery of uranium-vanadium mineralization within close proximity to the Dunn project was by Homestake Mining Company in the late 1960s at what would eventually become the Wilson Mine 4 miles to the east. Mineralization associated with the Dunn mine was discovered by Gulf Oil Corporation in the late 1960s, which was subsequently acquired by Homestake, followed by Atlas Minerals in the 1970s. Between 1975 and 1983 Atlas completed 243 drill holes at the Dunn project with an average total depth of 724 feet. By 1981, Atlas had delineated a resource that could justify the construction of a 3,825 foot decline. The decline successfully reached the perimeter of delineated mineralization, but before any production-mining, Atlas ceased operations in 1983 when faced with financial setbacks that required them to divert funds. In July 2013, Energy Fuels Resources acquired the Dunn Mine property from American Strategic Minerals Corporation and Kyle Kimmerle. *Project Geology* The Dunn project occurs on structurally unaffected terrain between the gently folded Boulder Knoll anticline to the southwest and the more prominent salt-cored Lisbon Valley anticline to the northeast. The strata beneath the project are relatively flat, and no major faults or folds are expected to disrupt bedding or unit contacts. Uranium-vanadium mineralization at the Dunn is hosted in the Salt Wash Member of the Jurassic Morrison formation which occurs at approximately 500 to 750 feet below the surface. The average depth to the mineralized sandstones within the Salt Wash Member is 650 feet from the surface. The primary uranium mineral is uraninite with minor amounts of coffinite. The primary vanadium mineral is Montroseite. *Restoration and Reclamation.* No liabilities currently exist. *Permitting Status* ** No permits currently exist. **** *Basis of Disclosure* The scientific and technical information provided in this Form 10-K on the Dunn Project American Strategic Mineral Corporation is based on information provided in a NI 43-101 technical report prepared by American Strategic Minerals Corporation (the previous owner of the Dunn Project) entitled Technical Report on American Strategic Minerals Corporations Dunn Project, San Juan County, Utah by Dr. David A. Gonzales, PhD, PG, Durango, Colorado March 23, 2012. Mr. Gonzales is a qualified person for purposes of NI 43-101. However, none of the data, other exploration information or other results reported in that report are being incorporated into this Form 10-K. 34 **5. Van #4** *The Property* The Van#4 is located in the Uravan Mineral Belt on Monogram Mesa in Montrose County, Colorado. The property had been held by Denison and its predecessors for many years. The property consists of 47 unpatented mining claims covering the mine site and long-known deposit to the east, plus two large claim groups to the north, east, and south with exploration potential. The80unpatented claims are located on approximately1,900acres land administered by the U.S. Bureau of Land Management in sections 27, 28, 29, 33, and 34, T48N, R17W, NMPM, and some in section 3, T47N, R17W, Montrose County, Colorado. The Holding costs of the 80 claims will be$7,755due to BLM beforeSeptember 1each year. There are no royalties encumbering these claims. The property includes the Van #4 shaft and associated surface facilities, which need renovation. The mine is connected to theUradecline on claims in Bull Canyon to the southwest, not owned by WUC.It has been on standby for many years. Denison completed reclamation of two of the ventilation holes in 2008 and 2010. The property has access to grid power; however, no source of industrial water has been identified yet. The Van 4 mine is currently being held as a property that is exploratory in nature. Exploration and mining plans have not been prepared for the project. Western Uranium & Vanadium Corp. has not yet undertaken any development work at the property. Power and water sources have not yet been assessed. A prior owner of the Companys Van 4 Mine had been granted a first Temporary Cessation from reclamation of the mine by the Colorado Mined Land Reclamation Board (MLRB) which was set to expire June 23, 2017. Prior to its expiration, PRM formally requested an extension through a second Temporary Cessation. PRM subsequently participated in a public process which culminated in a hearing on July 26, 2017. Prior to the hearing, three non-profit organizations who pursue environmental and conservation objectives filed a brief objecting to the extension. The MLRB board members voted to grant a second five-year Temporary Cessation for the Van 4 Mine. Thereafter, the three objecting parties filed a lawsuit on September 18, 2017. The MLRB was named as the defendant and PRM was named as a party to the case due to the Colorado law requirement that any lawsuit filed after a hearing must include all of the parties in the proceeding. The plaintiff organizations are seeking for the court to set aside the board order granting a second five-year Temporary Cessation period to PRM for the Van 4 Mine. The Colorado state Attorney General was defending this action in the Denver Colorado District Court. On May 8, 2018, the Denver Colorado District Court ruled in favor, whereby the additional five-year temporary cessation period was granted. The Plaintiffs appealed this ruling to the Colorado Court of Appeals and on July 25, 2019 the ruling was reversed, whereby the additional five-year temporary cessation period should not have been granted. Thereafter, the MLRB and the Colorado Attorney General advised Western that it will not make an additional appeal of the ruling. Further, the time period for an appeal has passed. The Judge has subsequently issued an instruction for the MLRB to issue an order revoking the permit and putting the Van 4 Mine into reclamation. On January 22, 2020, the MLRB held a hearing and afterward on March 2, 2020, the MLRB issued an order vacating the Van 4 Temporary Cessation, terminating mining operations and ordering commencement of final reclamation. The Company has five years to complete the reclamation of the Van 4 Mine. The reclamation commenced in the spring of 2020 and is fully covered by the reclamation bonds posted upon acquisition of the property. Westerns Operations team has completed the last of the reclamation work prior to the reclamation deadline. The Company expects that CDRMS will complete another inspection by Q2 of 2025, after which the Company expects the reclamation bond to be released. *Accessibility* The Van #4 mine is accessible via Montrose County Roads year-round. *History* The Van#4 was initially permitted in the late 1970s and early 1980s by Union Carbide as part of a number of small mines named the Thunderbolt Group. Energy Fuels Nuclear, Inc. (EFN) acquired the mine in 1984 and then transferred the mine and permits to International Uranium Corporation (IUC) in 1997. IUC re-permitted the mine with DRMS (then known as the Division of Minerals and Geology) in 1999 because the previous permit had included other mines in the area that were not acquired by IUC. Mine Permit M-1997-032 with DRMS is currently in good standing and bonded for $75,057. Amendment AM-1, which incorporated the approved EPP, was issued on May 30, 2012. The permit has been transferred over the years from IUC to Denison Mines (USA) Corp. to Energy Fuels Resources (USA) Inc. and now to WUC by way of PRM. *Project Geology* The uranium-vanadium deposits occur in the upper and middle sandstones of the Salt Wash Member of the Morrison Formation. Deposits in this part of the Uravan Mineral Belt have a moderate V2O5: U3O8 ratio.The Companyis in possession of much historic mine and drill data (former Union Carbide/Umetcoproperty),as well as up-to-date mine maps.Denison drilled most recently (summer 2008) 21 wide-spaced exploration holes in sections 27 and 34. All have been reclaimed and the permit terminated. 35 *Restoration and Reclamation.* There is a reclamation bond held by the Colorado DRMS for $75,057. *Permitting Status* Permit compliance is currently limited to an annualstormwaterinspection;stormwaterimprovement work was completed in 2010 and 2012. The air permit with APCD was recently allowed to lapse, as the company does not have any immediate development or operation plans for the mine. The mine does not have EPA approval for radon emissions; however, this approval may not be needed to restart mining, as the life-of-mine production will likely be less than 100,000 tons. The DRMS mining permit was put into Temporary Cessation in February, 2014. Existing major permits at the mine include: | | | BLM Plan of Operations COC-62522 (same as DRMS Permit M-97-032) | | | | | | | | | | DRMS 110d (Small Mine, DMO) Mine Permit M-97-032 | | * 36 **6. Hansen/Taylor Ranch** **** The Property* ** Within the Project area, Black Range has mining agreements, owns fee minerals, holds options to purchase fee mineral rights, holds federal unpatented mining claims and mineral leases with the State of Colorado, and has in place surface access agreements, including: | - | 1 x private Mineral Lease | | | - | 1 x State Mineral Lease (UR3324) | | | - | 1 x option to purchase 100% of the Hansen and Picnic Tree Deposits | | | - | 108 Federal unpatented mining claims | | The Hansen/Taylor Ranch Project is currently being held as a property that is exploratory in nature with no identified reserves. Neither exploration plans nor a mining plan exist for the project. Black Range Minerals has not undertaken development work at the property since groundwater well installation in 2013. Power and water sources have not yet been formally assessed. The Company owned 49% of the resource property and had an option to purchase the remaining 51% of the resource property that the Company did not already own. In 2019 Western did not exercise the option and the option expired unexercised. Currently, Western still retains 49% of the resource land package. **** *Accessibility* The Project is located in Fremont County, in South Central Colorado approximately 30 miles northwest of the city of Canon City. Canon City is the closest population center and had a population of 16,400 in 2010. The largest metropolitan area in close proximity to the Project is Colorado Springs which is located approximately 46 miles northeast of Canon City and has a population of approximately 416,000. Figure 1 shows the locations of these population centers with respect to the Project. For ground travel, Canon City is best accessed from Denver/Colorado Springs via I-25 south to State Highway 115 which intersects Highway 50 just east of Canon City. For air travel, alternatives include the Colorado Springs Municipal Airport (COS), which is a 16-gate facility served by 14 airlines and Denvers International Airport (DEN), which is 149 miles from Canon City. There is a small airport, Fremont County Airport (CNE), located in Canon City, which is open to private flights. The property has access to grid power; however, no source of industrial water has been identified yet. 37 *History* Uranium mineralization was discovered in the Tallahassee Creek District in 1954 by two groups of prospectors. Between 1954 and 1972, 16 small open pit and underground mines were operated in the district. Discoveries, and most producing mines and production were in the Tallahassee Creek Conglomerate, with one mine, the Smaller Mine, producing from the Echo Park Formation. Exploration efforts were minimal until Rampart Exploration Company (Rampart), under contract to Cyprus, explored the Taylor Ranch area beginning in 1974 and discovered the Hansen Uranium Deposit along with other uranium deposits in the district. Cyprus took the Hansen and Picnic Tree deposits through a positive final feasibility analysis in 1980 for an open-pit mining and conventional uranium milling operation and secured all necessary operating permits in 1981. The collapse of the uranium market led to Cyprus abandoning the project which lay dormant until Black Range Minerals began activities in late 2006. Black Range Minerals Taylor Ranch Project, CO, consists of a combination of private, BLM and State Section minerals, and private, BLM and State Section surface rights. Ownership of the private minerals and surface has mainly been by local ranchers. Western Nuclear held a portion of the property briefly in 1968. Cyprus gained control of mineral and surface rights during the period 1975-1978. In 1993, Cyprus sold their Tallahassee Creek holdings to Noah (Buddy) and Diane Taylor who had managed ranching activities on the property. The Taylors were not able to make the final payment to Cyprus and sold the southern portion of their holdings which included the Hansen and Picnic Tree deposits to New Mexico and Arizona Land (now NZ Minerals) in 1996 who, in 1998, sold the property to South T-Bar Ranch, a subsidiary of Colorado developer Land Properties, while reserving a 49% interest in the minerals. This part of Cyprus prior holdings was subdivided, mainly into 35-acre parcels. Beginning in December 2006, through various purchases, leases and option agreements, Black Range Minerals has obtained mineral rights to most of the original Cyprus holdings. Prior to the Hansen/Taylor Project being acquired by WUC, a mineral resource for the Hansen/Taylor Ranch Project for Black Range Minerals Limited. Black Range Reported a JORC compliant indicated uranium resources. This historic resource estimate was originally reported to Black Range Minerals Limited by Tetra Tech in four resource memos (collectively, the Tetra Tech Reports): 1) High Park Kriging Resources Taylor Ranch Uranium Project, April 25, 2008; 2) North Hansen, Boyer Kriging Resources Taylor Ranch Uranium Project, April 29, 2009; 3) Technical Memorandum Boyer, Hansen and Picnic Tree Area Kriging Resources Taylor Ranch Uranium Project, August 24, 2009; and 4) Technical Memorandum Boyer, Hansen and Picnic Tree Area Kriging Resources Taylor Ranch Uranium Project (Updated 2010), August 12, 2010. These memos were originally prepared by Rex Bryan of Tetra Tech, a qualified person under NI 43-101. The results reported in the Tetra Tech Reports are historical estimates under NI 43-101. However, the Company is not treating the historical estimate as current mineral resources, and S-K 1300 does not permit such historic estimates to be disclosed in Form 10-K annual reports. The historic Black Range Minerals resource reported in the Tetra Tech Reports uses JORC indicated and inferred resource categories and does not contain reserves. There is no more recent data available on the Hansen/Taylor Project resource than that of the Tetra Tech Reports. In order to disclose a resource estimate as current, the Company would need to engage a qualified person (as defined under 43-101 and S-K 1300) to produce a technical report compliant with NI 43-101 and a feasibility study compliant with S-K 1300. The Company currently does not intend to commission such a technical report or feasibility study. *Project Geology* The deposits that make up the Project are tabular sandstone deposits associated with redox interfaces. The mineralization is hosted in Tertiary sandstones and/or clay bearing conglomerates within an extinct braided stream, fluvial system or palaeochannel. Mineralization occurred post sediment deposition when oxygenated uraniferous groundwater moving through the host rocks came into contact with redox interfaces, the resultant chemical change caused the precipitation of uranium oxides. The most common cause of redox interfaces is the presence of carbonaceous material that was deposited simultaneously with the host sediments. In parts of the Project the palaeochannel has been covered by Tertiary volcanic rocks and throughout the Project basement consists of Pre-Cambrian plutonics and metamorphic rocks. The volcanic and Pre-Cambrian rocks are believed to be the source of the uranium. 38 *Restoration and Reclamation* During the fourth quarter of 2021, the Company received notice from the State of Colorado that its surety release request on the Hansen Picnic Tree property had been approved, and as such, this property is no longer subject to reclamation treatment. As the property wasnt a current development priority, Western completed reclamation on the property. The Company recorded a discontinuation of the Hansen Picnic Tree propertys present value of $44,793 during the fourth quarter of 2021. On December 29, 2021, the Company moved the $154,936 restricted cash deposit into its cash after receiving payment from the state of Colorado. *Permitting Status* The projects exploration permit lapsed with the completion of reclamation. *Basis of Disclosure* The scientific and technical information provided in this Form 10-K on the Hansen/Taylor Ranch Project, as well all data and exploration information reported in this Form 10-K on the Hansen/Taylor Ranch Project, is based on the information reported in the Tetra Tech Reports. * 39 **7. Bullen Property (Weld County)** The Property* ** The Bullen Property is a private land parcel located in Weld County Colorado and is inclusive of 139 surface acres and 160 mineral acres. The property location is Township 9 North, Range 60 West, 6th P.M., Section 34:NW/4. **** *Accessibility* The Bullen Property is accessible via Weld County roads year-round. *History* The Bullen Property is an oil and gas property located in Weld County Colorado. The Company acquired this non-core property in 2015 in the Black Range Minerals Limited acquisition. Black Range purchased the property in 2008 for its Keota Uranium Project. This project ran from 2008 to 2013, and at its peak there were five strategic interests which comprised approximately 3,300 acres in the Keota Uranium District. After the project ceased, the Bullen Property was the only acreage retained in Weld County by virtue of its outright ownership. In 2017, the Company signed a three year oil and gas lease which in 2020 was extended for an additional three year term or the end of continuous operations. The consideration was in the form of upfront bonus payments and backend production royalty payments. Additional right-of-way easement agreements were signed which allowed for the development of a pipeline. The lease agreement allows the Company to retain property rights to vanadium, uranium, and other mineral resources. In early 2020 Bison Oil & Gas (Bison) traded this lease to Mallard Exploration (Mallard), Mallard subsequently filed an application with the Colorado Oil & Gas Conservation Commission (COGCC) to update the permitting to create a new pooled unit. In late 2020 Mallard began development of the pooled unit. These DJ-Basin wells target the Niobrara formation. During 2021, the operator completed all well development stages and eight (8) wells commenced oil and gas production by August 2021. The first royalty payment was made in January 2022. During 2022, the operator completed all well development stages on a second set of eight (8) wells which commenced oil and gas production by August 2022. The first monthly royalty payment including production from the new wells was made in January 2023. Monthly royalty payments are ongoing. In January 2023, Mallard was acquired by Bison. *Project Geology* The Bullen Property is located within the Denver-Julesburg Basin (D-J Basin) which is inclusive of multiple oil and gas formations. *Permitting Status* Mallards application with the Colorado Oil & Gas Conservation Commission (COGCC) created a new order to establish a drilling and spacing unit and set the maximum number of horizontal wells that may be drilled. The field rules were approved on August 24, 2020 (COGCC Order No. 535-1325). This order pooled five adjoining parcels into a 3,200 acre pooled unit (Unit) and set the maximum number of wells at 24. A total of 16 wells have been permitted in the Unit. In 2021, the first set of 8 permitted wells were put into production. In 2022, the second set of 8 permitted wells were put into production. Thus all permitted wells in the pooled unit have been put into production and are paying monthly royalties. 40 * **** **8. Maverick Minerals Mill Site (Emery County, Utah)** The Property* The Maverick Minerals Mill Site land package was assembled through the purchase of three parcels on which to permit and construct mineral processing facilities. Engineering and design work, as well as site testing, was performed during 2024. In October 2024, Western acquired a second site (please see discussion of Mustang site below), which was larger, located closer to the Companys Sunday Mine Complex and was a more advanced site for the permitting and construction of the Companys initial mineral processing mill. The Maverick Minerals Mill Site is in close proximity to Westerns San Rafael project. *Accessibility* The Maverick Minerals Mill Site is accessible by Utah public roads year round. *Ownership* ** The Maverick Minerals Mill Site is owned by Western. *Permitting Status* Western has collected certain environmental testing data to be utilized in connection with a future permit application. Baseline data collection was paused prior to commencing monitor well installation. Western is currently evaluating next steps and timing for this site. *History* The Maverick Minerals Mill Site acquisition was completed in 2023. 41 *Planned Operations and Maintenance* Subsequent to the acquisition of the Mustang Mineral Mill Site, Western is evaluating the next steps for this site. *Environmental Matters* The Maverick Minerals Mill Site consists principally of an undeveloped parcel of land. There are no known environmental matters to report. *Total Cost of Project* Western is currently evaluating the expected use for this site and the related costs that will be incurred. *The Companys Planned Work* There are no near term plans for operations at this site. **9. Mustang Mineral Mill Site (Montrose County, Colorado)** *The Property* The Mustang Mineral Mill Site is an 880 acre parcel of land located in Montrose County, Colorado, situated approximately 50 road miles from Westerns Sunday Mine Complex. This is the second site acquired by Western for the permitting, development and construction of a mineral processing facility. The Mustang Mineral Mill site was purchased in October 2024, where a uranium processing mill was previously licensed, but never constructed. Western expects to benefit from the prior site owners completion of all phases of licensing and permitting of its mill project. Westerns mill is expected to have a cost of approximately $75 million and is planned to start up in 2029. When purchased, the Mustang Mineral Mill Site included certain infrastructure already in place, including nine monitoring wells and three production wells, meteorological data towers, electric power access and initial power infrastructure, paved roads and gravel roads. The 880 acre site provides abundant space for tailings disposal to support 40 years of continuous mill operations. *Accessibility* The site is accessible by public roads year around. *Ownership* The site is owned by Western. *Permitting Status* Western has started permitting for the Mustang Mineral Mill Plant and the site was previously permitted for a uranium mill that was never constructed. ** *History* The site was acquired during 2024. The mill is under development by the Western team. However, under a prior owner it was fully licensed and thus provides leverage from past expenditures unique to this specific site supporting the permitting process. The Colorado Department of Public Health and Environment (CDPHE) has issued a license for this facility twice, underscoring the sites compliance with stringent regulatory requirements. *Environmental Matters* None. The land was previously used for grazing land. A Cultural Study was conducted previously and it was determined that the facility will not affect properties of religious or cultural significance to any Indian tribe. There are no residual environmental issues. 42 ** *Total Cost of Project* Western is expecting the mill to be constructed at a cost of approximately $75 million. Preliminary engineering designs from the Maverick Mill are applicable as well as engineering and licensing application work completed on this same site for the Pinon Ridge Mill. ** *The Companys Planned Work* The Companys plans are to develop and license a uranium and vanadium processing facility to process production from its resources in Colorado in addition to those in Utah. **INFRASTRUCTURE** The Companys carrying value of mineral assets, equipment and kinetic separation intellectual property is as follows: The Company holds a license to use Kinetic Separation, a proven technology that we anticipate will improve the efficiency of the sandstone hosted uranium mining process, although there are some uncertainties about whether the anticipated benefits will be realized. See Item 1, Business Corporate History and Business Our Strategy Uranium/Vanadium Production. The Kinetic Separation Process. Kinetic Separation is a low cost, purely physical method of uranium and vanadium ore extraction. Kinetic Separation has been initially tested in order to understand the hydro and mechanical separation processes. The Company used a pilot Kinetic Separation system to test several different samples of uranium ore from the Sunday Mine Complex and the Hansen/Taylor Ranch properties. In all cases, uranium ore that was entered into the Kinetic Separation pilot system appeared to concentrate most of the uranium into the post kinetically separated material consisting of a fraction of the original mass, leaving most of the post kinetically separated materials which did not contain any uranium. The results of these tests have not yet been validated by a qualified person. On December 1, 2016 a determination was made by the CDPHE considering the NRC Advisory Opinion, the Colorado public meeting process, and the CDPHE regulatory and evaluation framework. This determination stated that the proposed Kinetic Separation operations at the Sunday Mine by Black Range Minerals must be regulated by the CDPHE through a milling license. Previously, the Company was unable to deploy Kinetic Separation as it was without a regulatory framework, but as a result of this determination the Company is now able to deploy Kinetic Separation under a milling license. The Colorado milling license that Western is currently seeking will likely incorporate Kinetic Separation via an amendment to the initial license as Westerns current plan is to submit a licensing application that is substantially identical to the application used previously for the Pinon Ridge Mill (which did not include the Companys Kinetic Separation technology). The Company holds mineral properties as outlined below. **** **Pinon Ridge Properties** On August 18, 2014, the Company purchased mining assets from Energy Fuels Holding Corp. in an arms length transaction. The mining assets include both owned and leased land in the states of Utah and Colorado. All of the mining assets represent properties which have previously been mined to different degrees for uranium. As some of the properties have not formally established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. Western has a 1% royalty obligation on the market value of the recovered uranium and vanadium owed to the previous property owner. The Companys mining properties acquired on August 18, 2014 which the Company still retains as of December 31, 2023, include the San Rafael Uranium Project located in Emery County, Utah; the Sunday Mine Complex located in western San Miguel County, Colorado; the Van 4 Mine located in western Montrose County, Colorado; the Sage Mine project located in San Juan County, Utah; and the Dunn project located in San Juan and San Miguel counties, Colorado. **** 43 **Black Range Properties** On September 16, 2015, in connection with the Black Range Transaction, the Company acquired additional mineral properties. The mining assets acquired through Black Range include leased land in the states of Colorado, Wyoming and Alaska. None of these mining assets were operational at the date of acquisition. As these properties have not formally established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. The Companys mining properties acquired on September 16, 2015 which the Company still retains as of December 31, 2023, include Hansen, North Hansen, High Park, Hansen Picnic Tree, Taylor Ranch, located in Fremont County, Colorado. The Company also acquired Keota located in Weld County, Wyoming. As the properties are not in production, they are not covered by various types of insurance including property and casualty, liability and umbrella coverage. We have not experienced any material uninsured or under insured losses related to our properties in the past and believe our approach sufficient given the inactivity. **ITEM 3. LEGAL PROCEEDINGS** Other than described below, management is not aware of any material legal proceedings that are pending or that have been threatened against us or our subsidiaries or any of our respective properties, and none of our directors, officers, affiliates or record or beneficial owners of more than 5% of our common shares, or any associate of any such director, officer, affiliate or shareholder, is (i) a party adverse to us or any of our subsidiaries in any legal proceeding or (ii) has an adverse interest to us or any of our subsidiaries in any legal proceeding. The Company is subject to periodic inspection by certain regulatory agencies for the purpose of determining compliance by the Company with the conditions of its licenses. In the ordinary course of business, minor violations may occur; however, these are not expected to result in material expenditures or have any other material adverse effect on the Company. **ITEM 4. MINE SAFETY DISCLOSURES** **** For Western, safety is a core value, and we strive for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation, and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at Western, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety. The operation of our U.S. based mine is subject to regulation by the Federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977 (the Mine Act). MSHA inspects our mine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the number of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also increased in recent years. Western is required to report certain mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K, and that required information is included in Exhibit 95 and is incorporated by reference in this annual report. 44 **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Market Information** Our common shares trade on the OTCQX Market under the WSTRF trading symbol. Our common shares are listed for trading in Canada on the CSE under the symbol WUC. **Shareholders** According to our transfer agent, as of April 15, 2025 there were approximately 3,342 holders of record of our common shares.**** **** **Unregistered Sales of Securities** On November 20, 2024, the Company closed a private placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. Each unit was comprised of one common share and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $1.27 (CAD $1.78) per share for a period of four years following the closing date of the private placement. For units sold in the United States, we relied on the private offering exemption from registration provided by Rule 506(b) of Regulation D under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), based on the offers and sales having been made without any general solicitation or advertising solely to accredited investors who represented they purchased the units for their own account for investment and not for distribution. For units sold outside of the United States, we relied on Rule 903 of Regulation S under the U.S. Securities Act based our status as a foreign issuer with no substantial U.S. market interest and based on the offers and sales having been made in offshore transactions without any directed selling efforts. **ITEM 6. [RESERVED]** Not Applicable **** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** **Forward-Looking Statements** The information disclosed in this annual report, and the information incorporated by reference herein, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements include, but are not limited to, statements regarding our or our managements expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained or incorporated by reference in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of each such statement. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A, Risk Factors and this Item 7 of this annual report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. The following discussion should be read in conjunction with our audited consolidated annual financial statements and footnotes thereto contained in this annual report. **** **Overview** **** **General** Western Uranium & Vanadium Corp. (Western or the Company, formerly Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations Act. On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (CSE). As part of that process, the Company acquired 100% of the members interests of Pinon Ridge Mining LLC (PRM), a Delaware limited liability company. The transaction constituted a reverse takeover (RTO) of Western by PRM. Subsequent to obtaining appropriate shareholder approvals, the Company reconstituted its board of directors and senior management team. Western is a Canadian domestic issuer and Canadian reporting issuer. 45 On August 18, 2014, the Company closed on the purchase of certain mining properties in Colorado and Utah from Energy Fuels Holding Corp. Assets purchased included both owned and leased lands in Utah and Colorado, and all represent properties that have been previously mined for uranium to varying degrees in the past. The acquisition included the purchase of the Sunday Mine Complex. The Sunday Mine Complex is located in western San Miguel County, Colorado. The complex consists of the following five individual mines: the Sunday mine, the Carnation mine, the St. Jude mine, the West Sunday mine and the Topaz Mine. The operation of each of these mines requires a separate permit, and all such permits have been obtained by Western and are currently valid. In addition, each of the mines has good access to a paved highway, electric power to existing declines, office/storage/shop and change buildings, and an extensive underground haulage development with several vent shafts complete with exhaust fans. The Sunday Mine Complex is the Companys core resource property and in July 2021 was assigned Active status when mining operations were restarted. On September 16, 2015, Western completed its acquisition of Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed. The acquisition terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range. Pursuant to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (the Scheme) under the Australian Corporation Act 2001 (Cth) (the Black Range Transaction), with Black Range shareholders being issued common shares of Western on a 1 for 750 basis. On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on September 4, 2015, Black Range received approval by the Federal Court of Australia. In addition, Western issued options to purchase Western common shares to certain employees, directors, and consultants. Such stock options were intended to replace Black Range stock options outstanding prior to the Black Range Transaction on the same 1 for 750 basis. Under United States Securities and Exchange Commission (Commission) rules, the Black Range transaction triggered the Company being deemed a United States domestic issuer and losing its foreign private issuer exemption. On April 29, 2016, the Company filed a Form 10 registration statement with the Commission after shifting its basis of accounting from IFRS to U.S. GAAP. On June 28, 2016, the Companys registration statement became effective and Western became a United States reporting issuer. On June 30, 2023, Western re-qualified as a foreign private issuer as that term is defined in Rule 3b-4(c) promulgated under the Exchange Act. As a result, the Company may now utilize certain accommodations made to foreign private issuers, including (1) an exemption from complying with the Commissions proxy rules, (2) an exemption from the Companys insiders having to comply with the reporting and short-swing trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer forms, and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S. The Company plans to take advantage of these accommodations. However, the Company currently has decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including filing annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. On the subsequent measurement date, June 30, 2024, Western reconfirmed its qualification as a foreign private issuer. The Company has registered offices at 5 Church Street, Toronto, Ontario, Canada, M5E 1M2, and its common shares are listed on the CSE under the symbol WUC and are traded on the OTCQX Best Market under the symbol WSTRF. Its principal business activity is the acquisition and development of uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America (United States). **Recent Developments** **** **Ore Purchase Agreement** On April 8, 2025, PRM entered into an Ore Purchase Agreement (the Ore Purchase Agreement) with subsidiaries of Energy Fuels Inc. (Purchaser). The Ore Purchase Agreement is for a one year period and provides for the delivery of up to 25,000 short tons of uranium bearing ore to the White Mesa Mill in Blanding, Utah. PRM shall make deliveries at its own cost and the purchase price per ton will be based upon the average grade of uranium within each lot, and other qualifying conditions. Within 30 days after each lot is closed, the Purchaser shall pay to PRM an 85% provisional payment calculated based upon the sampled grade and an agreed upon pricing schedule. Within 30 days after each lot is fed to processing, the Purchaser shall pay to PRM a final settlement payment calculated based upon the assayed grade and the agreed upon pricing schedule, net of a royalty, pursuant to a previously existing royalty agreement with the Purchaser. 46 **Mustang Mineral Mill Site Acquisition** **** On October 1, 2024, Western, through its wholly owned subsidiary, Western Utah, executed a binding stock purchase agreement to purchase 100% of the shares of PRC from a private investor group and thereby acquire Mustang, which is a wholly owned subsidiary of PRC. Mustang owns an 880-acre property located in Montrose County, Colorado, where a uranium processing mill was previously licensed but never constructed. The acquisition becomes the second property that Western has acquired, in addition to the Maverick site in Utah. It also becomes part of Westerns plans for developing and licensing one or more uranium and vanadium processing facilities to process production from its resource properties in Colorado and Utah. The Company assumed an obligation to an unrelated third party to remit a royalty based on the volume of minerals processed through any mineral processing plant located on the property. George Glasier, the President, CEO and a director of Western, and his wife Kathleen owned 50% of the shares of PRC and Andrew Wilder, a director of Western, indirectly owned 3% of the shares of PRC, and so the transaction was considered a related party transaction. The Companys Board of Directors established an independent committee of the Board comprised of directors who were not considered to have an interest in the transaction, and the independent committee oversaw the negotiation and approved the entering into the agreement on behalf of the Company. **** The total purchase price of PRC was $1.98 million, which consisted of an aggregate of $829,167 in payments to former PRC shareholders for their equity interests and outstanding loans made to PRC and related accrued interest and a $1,148,125 payment for principal and interest to a third party in satisfaction of an assumed liability of Mustang. For the 53% ownership of PRC, $414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew Wilder. The transaction was accounted for as a purchase of an asset. **** **Mustang Mineral Processing Plant** Our current plans call for the permitting and construction of a mineral processing plant at its newly acquired site in Colorado. Western expects to benefit from the prior site owners completion of all phases of licensing and permitting of their Pinon Ridge Mill project. The Companys plans are to develop its initial mill at the Colorado location, which is much closer to the Sunday Mine Complex. This mill is expected to have a cost of approximately $75 million and is planned to start-up in 2029. This facility will be designed to recover uranium and vanadium both from conventional materials mined from Company mines and materials produced by other mining companies. The processing plant will utilize the latest processing technology, including Westerns patented Kinetic Separation process. These technology advancements will result in lower overall capital and processing costs. After permitting and construction, and subject to available financing, the processing of uranium and vanadium materials is targeted to commence in 2029. **Bullen Property (Weld County)** **** In 2017, the Company entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by the Company of approximately 160 surface acres of the Companys mining property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty from the lessees revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest. The Company has also received cash payments from the lessee related to the easement that the Company is recognizing incrementally over the eight year term of the easement. 47 On June 23, 2020, the operator elected to extend the oil and gas lease easement for three additional years through July 2023. This was done to provide additional time in order to complete well construction and commence oil and gas production. During 2021, the operator completed a first set of eight (8) wells which commenced oil and gas production by August 2021. During 2022, the operator completed a second set of eight (8) wells which commenced oil and gas production by August 2022. All sixteen (16) wells remain in production and monthly royalty payments will be ongoing in perpetuity as long as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells. During the years ended December 31, 2024 and 2023, we recognized aggregate revenue of $183,803 and $431,065, respectively, under these oil and gas lease arrangements. **** **Kinetic Separation Licensing** On December 1, 2016 a determination was made by the CDPHE considering the NRC Advisory Opinion, the Colorado public meeting process, and the CDPHE regulatory and evaluation framework. This determination stated that the proposed Kinetic Separation operations at the Sunday Mine by Black Range Minerals must be regulated by the CDPHE through a milling license. Previously, the Company was unable to deploy Kinetic Separation as it was without a regulatory framework, but as a result of this determination the Company is now able to deploy Kinetic Separation under a milling license. The Colorado milling license that Western is currently seeking will likely incorporate Kinetic Separation via an amendment to the initial license as Westerns current plan is to submit a licensing application that is substantially identical to the application that was used previously for the Pinon Ridge Mill (which did not include the Companys Kinetic Separation technology). **Stockpiled Mined Materials Inventory** From December 2021 through March 2022, 3,140 tons of uranium/vanadium material was mined from the Sunday Mine Complex. The mining contractor calculated uranium grades based upon scintillometer sampling of each 10-ton truckload and vanadium quantities were derived by applying the 6:1 historical ratio. The estimated stockpiled inventory is 50,289 pounds of uranium and 301,736 pounds of vanadium. The value of this stockpile is not reflected as an asset on the balance sheet as the costs to produce the stockpiled inventory was expensed in accordance with Regulation SK-1300. The in-house mining team stockpiled limited quantities of additional mined material in the current year. It is Westerns intent to sell some of this stockpiled material to Energy Fuels under the Ore Purchase Agreement. **November 2024 Private Placement** On November 20, 2024, the Company closed a private placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. The aggregate gross proceeds raised in the private placement amounted to $3,897,166 (CAD $5,468,636) and proceeds net of issuance costs were $3,546,870 (CAD $4,975,966). Each unit is comprised of one common share of Western and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $1.27 (CAD $1.78) per share for a period of four years following the closing date of the private placement. **Incentive Stock Option Plan** The Company maintains an Incentive Stock Option Plan (the Plan) that permits the granting of stock options as incentive compensation. **Stock Option Grants** On December 20, 2023, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,525,000 common shares to individuals consisting of directors and officers of the Company. Each of these options have a term which ends five years from the vesting date, an exercise price of $1.20 (CAD $1.60 as of December 31, 2023) and vest equally in thirds on January 31, 2024, July 31, 2024 and January 31, 2025. On July 14, 2024, the Board of Directors granted an option under the Plan for the purchase of an aggregate of 100,000 common shares to a director of the Company. This option has a term which ends five years from the vesting date, an exercise price of $1.47 (CAD $2.00 as of July 14, 2024) and vests one half on each of July 31, 2024 and January 31, 2025. On November 24, 2024, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,375,000 common shares to individuals consisting of directors and officers of the Company. Each of these options have a term which ends five years from the vesting date, an exercise price of $0.94 (CAD $1.32 as of November 29, 2024) and vest equally in thirds on January 31, 2025, July 31, 2025 and January 31, 2026. 48 **Biden-Harris, Trump 1.0 and Trump 2.0 Administration Initiatives** During the first Trump Administration, the U.S. government focused on market distortions caused by foreign state-owned enterprises and the economic and geopolitical influence lost by allowing Russia and China to take the global lead in nuclear power. In support of the worlds largest nuclear reactor fleet, the U.S. has implemented some of the recommendations of the Nuclear Fuel Working Group which followed the uranium Section 232 investigation. The Russia/Ukraine war has highlighted the nuclear fuel supply chain risks and the geopolitical risks of dependence on the direct and indirect sourcing of nuclear fuel from state owned enterprises in Russia and former Soviet Union republics. This led to the implementation of the Uranium Reserve Program where the U.S. Department of Energy (DOE) purchased 1,100,000 lbs of U.S. domestic origin uranium in the first quarter of 2023. Upon taking office, the Biden-Harris Administration team immediately rejoined the Paris Climate Accord, reversed a number of pro-fossil fuel energy policies, and gave all agencies climate change initiatives. The Administration continued to advance a national clean energy standard. U.S. utilities were expected to be required to produce an increasing proportion of electricity generation from clean energy power sources. On August 16, 2022, the Inflation Reduction Act was signed into law authorizing governmental investments of approximately $369 billion in climate and energy, a portion of which would benefit the U.S. domestic nuclear industry and battery technologies. On November 5, 2024, the United States held a highly contested Presidential election between Republicans (Trump-Vance) and Democrats (Harris-Walz). The Trump-Vance Republican ticket won, returning former President Donald Trump to the Presidency on January 20, 2025. In addition, Republicans have achieved Congressional majorities in both the Senate and House of Representatives. As a result, President Trumps legislative priorities will likely face less resistance in Congress. Currently, nuclear energy enjoys bipartisan support. With the change in Presidential Administrations, we are already observing the climate change and clean energy initiatives of the Biden-Harris Administration being de-emphasized. In his first day in office, President Trump signed Executive Orders declaring a National Energy Emergency and a U.S. withdrawal from the Paris Climate Agreement for a second time. The new Administration is seeking a reduction in the federal governments size and regulatory power, and the newly-established Department of Government Efficiency (DOGE) has implemented workforce layoffs with the goal of a federal government headcount reduction. On February 14, 2025, President Trump signed an Executive Order creating the National Energy Dominance Council. On March 20, 2025 to boost domestic production of critical minerals and reduce reliance on foreign imports, President Trump signed an Executive Order titled Immediate Measures to Increase American Mineral Production. On April 9, 2025, President Trump signed an Executive Order entitled Zero-based Regulatory Budgeting to Unleash American Energy to reduce costs on energy production by requiring conditional sunset dates for regulations. However, these positive developments for domestic energy have been overshadowed by the announcements of U.S. tariffs and reciprocal tariffs on the U.S.s largest trading partners. Tariffs have been implicated as the driver of volatility across global capital markets. Subsequently, President Trump authorized a 90-day pause on reciprocal tariffs and instead implemented a flat 10% tariff while the pause is in effect. This action calmed markets. Most countries benefited from this pause; however, it was implemented in parallel with an increase on Chinese tariffs, and thus escalated a U.S. China trade war. 49 **Nuclear Fuel and Uranium Market Conditions** During the year ended December 31, 2024, the spot uranium price decreased $18 from $91 to ~$73. Notably, the long-term price increased from $68 to ~$81 during a period of rising conversion and enrichment services prices. However, this follows an extremely strong period in the market where spot uranium prices have reacted to supply/demand constraints and geopolitical risks. Since January 2024, spot uranium had a slow decline from a high of $100/lb level to $64/lb level at the end of March 2025. The events of 2022 have set in motion uranium market and nuclear fuel opportunities for the next decade and beyond. There are positive catalysts across multiple levels of the nuclear fuel and uranium markets. Underlying fundamentals are the strongest in decades. This is attributable to multiple factors, including climate change, energy security, supply chain and energy scarcity initiatives. The supply/demand imbalance has flipped from a market with excess supply into a market with excess future demand. With the reduced availability of secondary supplies, utilities have begun adding multi-year contracts with mining companies for primary supply. The drivers expanding the demand for nuclear fuel include non-nuclear nations adding nuclear power generation, nuclear nations expanding fleets and/or extending lives of existing reactors, idled nuclear reactors being redeployed, the reversal of phase-outs and shutdowns, and the deployment of advanced reactors / SMRs. However, the challenge is in meeting increasing demand simultaneously with supply constraints from the worlds largest suppliers. We believe uranium equity prices will continue to strengthen and reflect the underlying positive fundamentals in the nuclear/uranium sector. Multiple market analysts have flagged low availability of mobile secondary inventories. We believe the continued draw down of inventories to be a market catalyst for uranium prices. Positive nuclear energy news has continued to highlight the global growth of future nuclear electricity generation which will drive increased nuclear fuel demand. In terms of future supply, utility contracting has continued into 2024, and some uranium mining companies are moving toward restarting production. However, due to the lead time needed for future uranium production, we are entering a phase where the supply-demand fundamentals are in a deep multi-year structural supply deficit. The future is not clear as we believe some miners with available near-term production are waiting for higher price levels and/or project funding before making full start-up commitments. Utilities are also deferring contracting to understand how regulations and geopolitics will modify their future access to Russian uranium, conversion and enrichment services. In the second quarter of 2024, investors began purchasing nuclear and uranium equities as a means to create long exposure for their positive view on Artificial Intelligence (AI), due to the vast energy requirements of data centers. Recent transactions have been announced as tech giants Microsoft, Amazon, and Google have sought deals to source nuclear power for their data centers from full scale reactors and SMRs. Microsoft most prominently signed an agreement with Constellation Energy to restart a Three Mile Island reactor in Pennsylvania and purchase 100% of the power generated for two decades. **Nuclear Fuel Supply Chain Concentration Risks** Russias invasion of Ukraine and the ensuing global energy crisis has focused attention on security of supply and supply chain risks. This has caused most of the world to re-evaluate their dependence upon nuclear fuel exported by Russia. In spite of the dominant market position of Rosatom, future deliveries potentially could be at risk due to sanctions, legislation, or a Russian embargo. Customer dependence upon the Russian supply of uranium, conversion and enrichment are being addressed slowly by governments as alternative suppliers are not currently available. Both Urenco and Orano have announced that they will invest to expand their uranium enrichment capacity respectively in the United States and France, which represents a shift away from Russia. Utilities are demonstrating their desire for increased security of their nuclear fuel supply chains. Kazakhstan is also a concern because the worlds largest uranium producing country has an unguarded and the second longest continuous land border in the world shared with Russia. The potential exists for Russia to exert influence over Kazakhstan. Additionally, Kazatomprom has put large long-term contracts in place with China. This supply is needed for China to fulfill its 15 year plan to deploy 150 new nuclear reactors. China National Nuclear Corp. (CNNC) has recently opened a uranium trading hub /warehouse facility, on the China / Kazakhstan border, with the capacity to store 60 million pounds of uranium. It has become evident that the nuclear fuel supply chain has become increasingly concentrated and interconnected in this very small area of the world. Expanding Kazakhstan uranium exports to Russia and China significantly reduces future supply for Western nuclear fuel buyers. In July 2023, the government of Niger was overthrown by its military. This is significant because the new regime is opposed to Western interests and this landlocked West African country holds the 7th largest uranium resource in the world and was producing about 5% of global production. The conflict has an anti-French sentiment, and the Junta has initiated multiple actions that are counter to French interests. Most importantly, Nigers Junta has threatened the export of uranium to France which has serious implications because France acquires 20% of its natural uranium from Niger. In addition to the French evacuating/ being expelled from Niger, the U.S. military also departed the country. The Junta is utilizing Russian military support as a replacement. In addition, the Niger government has revoked operating permits from foreign uranium companies, including Orano in June 2024 and Goviex in July 2024. In November 2024, Orano further reported that it had lost operational control, to authorities in Niger, of another of its uranium mines. This mine was in production, but had been impacted by export restrictions imposed by the Junta. During October 2023, geopolitical instabilities spread further to the Middle East after a Hamas attack on Israel triggered a counterattack by Israel on the Gaza Strip. The Israel-Hamas hostilities have escalated over the Summer of 2024 and then spread to other countries in the Middle East. At the beginning of 2025, Israel and Hamas agreed to a ceasefire which ended in March 2025; the hostilities resumed in March and its not clear when and if the combatants will be able to negotiate a new ceasefire or an end to military actions. This additional hot spot further increases volatility in the world and destabilizes the Middle East region that is highly influential on global energy prices. 50 **Results of Operations** **Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023** The following table presents the Companys financial results for the years ended December 31, 2024 and 2023. | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Revenues | | $ | 183,803 | | | $ | 431,065 | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | Mining expenditures | | | 5,285,140 | | | | 2, 951,579 | | | | Professional fees | | | 613,403 | | | | 386,473 | | | | General and administrative | | | 3,599,460 | | | | 1,884,456 | | | | Consulting fees | | | 1,020,577 | | | | 304,457 | | | | Total operating expenses | | | 10,518,580 | | | | 5,526,965 | | | | | | | | | | | | | | | Operating loss | | | (10,334,777 | ) | | | (5,095,900 | ) | | | | | | | | | | | | | | Interest income, net | | | 224,738 | | | | 158,904 | | | | Other expense, net | | | (1,998 | ) | | | (5,598 | ) | | | | | | | | | | | | | | Net loss | | | (10,112,037 | ) | | | (4,942,594 | ) | | | | | | | | | | | | | | Other comprehensive (loss) income | | | | | | | | | | | Foreign currency translation adjustment | | | (159,862 | ) | | | 187,123 | | | | | | | | | | | | | | | Comprehensive loss | | $ | (10,271,899 | ) | | $ | (4,755,471 | ) | | **** 51 **** **Summary:** Our consolidated net loss for the years ended December 31, 2024 and 2023 was $10,112,037 and $4,942,594, respectively. The principal components of these year over year changes are discussed below. Our comprehensive loss for the years ended Decembers 31, 2024 and 2023 was $10,271,899 and $4,755,471, respectively. Revenues Revenues for the year ended December 31, 2024 were $183,803 as compared to $431,065 for the year ended December 31, 2023. The decrease in revenues of $247,262, or 57%, was primarily related to lower production volumes from the oil and gas wells due to short-term well-pad maintenance shutdown in the second quarter and lower well performance attributable to production decline curves during the year ended December 31, 2024 as compared to the year ended December 31, 2023. Mining Expenditures Mining expenditures for the year ended December 31, 2024 were $5,285,140 as compared to $2,951,579 for the year ended December 31, 2023. The increase in mining expenditures of $2,333,561, or 79%, was principally attributable to the scaling up of mining activities at the Sunday Mine Complex, which involved the hiring of additional mining personnel, increased mining services and supplies costs, and increased maintenance and depreciation costs for mining equipment and vehicles placed into service. Professional Fees Professional fees for the year ended December 31, 2024 were $613,403 as compared to $386,473 for the year ended December 31, 2023. The increase in professional fees of $226,930, or 59%, was primarily due to increased accounting and legal costs in connection with an elevated level of business, mining and acquisition activities. General and Administrative General and administrative expenses for the year ended December 31, 2024 were $3,599,460 as compared to $1,884,456 for the year ended December 31, 2023. The increase in general and administrative expenses of $1,715,004, or 91%, is primarily due to increases in employee headcount and compensation, employee benefits, non-cash stock-based compensation and insurance costs in connection with increased mining activities. Consulting Fees Consulting fees for the year ended December 31, 2024 were $1,020,577 as compared to $304,457 for the year ended December 31, 2023. The increase in consulting fees of $716,120 was due to the costs incurred during the period for the licensing and permitting of the mineral processing plant sites in Utah and Colorado. Interest Income, Net Interest income, net for the year ended December 31, 2024 was $224,738 as compared to $158,904 for the year ended December 31, 2023. The increase in interest income, net of $65,834, or 41%, was principally attributable to higher interest rates earned on higher cash balances during the year ended December 31, 2024 compared to the year ended December 31, 2023. Other Expense, Net Other expense, net for the year ended December 31, 2024 was $1,998 as compared to $5,598 for the year ended December 31, 2023. The decrease in other expense, net was primarily due to a lower loss on the sale of a used vehicle during the year ended December 31, 2024 as compared to the year ended December 31, 2023. Foreign Currency Translation Adjustment Foreign currency translation adjustment for the year ended December 31, 2024 was a loss of $159,862 as compared to a gain of $187,123 for the year ended December 31, 2023. The change in foreign currency translation adjustment is primarily due to the weakening of the CAD against the USD. 52 **** **Liquidity and Capital Resources** Our cash and cash equivalents and restricted cash balance as of December 31, 2024 was $6,295,624. Our cash position is highly dependent on our ability to raise capital through the issuance of debt and equity and our management of expenditures for mining and for the development of our mineral processing mill and for the fulfillment of our public company reporting responsibilities. Our management believes that in order to finance the development and mining operations of the mining properties, to construct our Kinetic Separation equipment and operations and to secure regulatory licenses for and to construct our uranium and vanadium minerals processing facilities, we will be required to raise additional capital by way of debt and/or equity. We will also require additional working capital to continue to scale-up our mining operations at the Sunday Mine Complex. This outlook is based on our current financial position and is subject to change if opportunities become available based on current exploration program results and/or external opportunities. Net Cash Used In Operating Activities Net cash used in operating activities was $8,297,043 for the year ended December 31, 2024, as compared with $4,089,495 used in operating activities for the year ended December 31, 2023. The increase of $4,207,548 in cash used in operating activities was principally driven by an increase in net loss of $5,169,443, offset by an increase of $713,112 in stock-based compensation and an increase of $350,778 in depreciation. Net Cash Used In Investing Activities Net cash used in investing activities was $3,391,888 for the year ended December 31, 2024, as compared with $2,404,440 for the year ended December 31, 2023. The increase in cash used in investing activities of $987,448 was principally due to the purchase of land for the Mustang mill site of $1,982,093 in connection with the acquisition of PRC. Net Cash Provided By Financing Activities Net cash provided by financing activities was $8,152,328 for the year ended December 31, 2024, as compared with $5,844,411 for the year ended December 31, 2023. The increase in cash provided by financing activities of $2,307,917 was principally due to a $3,601,414 increase in proceeds from warrant exercises, partially reduced by a $1,289,997 decrease in aggregate net proceeds from the private placement during the calendar year 2024 as compared to the calendar year 2023. **Asset Retirement Obligations** Our mines are subject to certain AROs, which we have recorded as liabilities. The AROs of the United States mines are subject to legal and regulatory requirements and estimates of the costs of asset retirement obligations are reviewed periodically by the applicable regulatory authorities. The ARO represents our best estimate of the present value of future reclamation costs in connection with the mineral properties. During the year ended December 31, 2024, in connection with our San Rafael Mine and Sunday Mine Complex, we incurred additional gross and discounted asset retirement obligations of $412,534 and $80,508, respectively. We determined the aggregate gross ARO of the mineral properties to be $1,163,978 and $751,444 as of December 31, 2024 and December 31, 2023, respectively. The portion of the asset retirement obligation related to the Van 4 Mine, which is in reclamation as of December 31, 2024, and its related restricted cash are included in current liabilities and current assets, respectively, at a value of $75,057. During the year ended December 31, 2024, our internal mining operations team has been performing the Van 4 Mine reclamation work, and the State of Colorado has not yet reduced the associated asset retirement obligation amount. The Companys asset retirement obligations are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory authorities. The asset retirement obligations represent the Companys estimate of the present value of future reclamation costs, discounted using a credit adjusted risk-free interest rates of 5.4% for the years ended December 31, 2024 and 2023. The net discounted aggregated values as of December 31, 2024 and 2023 were $410,098 and $316,619, respectively. On September 17, 2024 and March 13, 2025, the Company remitted $61,403 and $351,131, respectively in connection with the aforementioned 2024 incremental AROs. Financial warranties to secure AROs as of December 31, 2024 and 2023 were $812,993 and $751,444, respectively. 53 **Oil and Gas Lease and Easement** In 2017, we entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by us of approximately 160 surface acres of our property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay us a royalty from the lessees revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest. We have also received cash payments from the lessee related to the easement that we are recognizing incrementally over the eight year term of the easement. On June 23, 2020, the same entity as discussed above elected to extend the oil and gas lease easement for three additional years, through July 2023. This was done to provide additional time in order to complete well construction and commence oil and gas production. During 2021, the operator completed a first set of eight (8) wells which commenced oil and gas production by August 2021. During 2022, the operator completed a second set of eight (8) wells which commenced oil and gas production by August 2022. All sixteen (16) wells remain in production and monthly royalty payments will be ongoing in perpetuity as long as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells. During the years ended December 31, 2024 and 2023, we recognized aggregate revenue of $183,803 and $431,065, respectively, under these oil and gas lease arrangements. **Related Party Transactions** We have transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows: Prior to the acquisition of Black Range, Mr. George Glasier, the Companys CEO, who is also a director of the Company (Seller), transferred his interest in a former joint venture with Ablation Technologies, LLC to Black Range. In connection with the transfer, Black Range issued 25 million shares of Black Range common stock to Seller and committed to pay $309,138 (AUD $500,000) to Seller within 60 days of the first commercial application of the Kinetic Separation technology. We assumed this contingent payment obligation in connection with the acquisition of Black Range. At the date of the acquisition of Black Range, this contingent obligation was determined to be probable. Since the deferred contingent consideration obligation is probable and the amount is estimable, we recorded the deferred contingent consideration as an assumed liability in the amount of $309,138 and $340,650 as of December 31, 2024 and 2023, respectively. On October 1, 2024, Western, through its wholly owned subsidiary, Western Utah, executed a binding stock purchase agreement (the PRC Agreement) to purchase 100% of the shares of PRC from a private investor group and thereby acquire an 880 acre property located in Montrose County, Colorado, where a uranium processing plant was previously licensed but never constructed. George Glasier, the President, CEO and a director of Western, and his wife Kathleen owned 50% of the shares of PRC, and Andrew Wilder, a director of Western, indirectly owned 3% of the shares of PRC. Therefore, this transaction constitutes a related party transaction. The Companys Board of Directors established an independent committee of the Board, comprised of directors who are not considered to have an interest in the transaction. The independent committee of the Board oversaw the negotiation and approved the entering into the PRC Agreement on behalf of Western. Of the total cash paid to the sellers, $414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew Wilder. We have multiple lease arrangements with Silver Hawk Ltd., an entity which is owned by George Glasier and his wife Kathleen Glasier. These leases, which are all on a month-to-month basis, are for our rental of office, workshop, warehouse and employee housing facilities. We incurred rent expense of $106,500 and $71,700 in connection with these arrangement for the years ended December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, we purchased equipment from Silver Hawk Ltd. for $9,000 and $25,800, respectively. We are obligated to pay Mr. Glasier for reimbursable expenses in the amount of $83,554 and $84,040, included within accounts payable and accrued expenses, as of December 31, 2024 and 2023, respectively. 54 **Going Concern** With the exception of the quarter ended June 30, 2022, we had incurred losses from our operations. During the years ended December 31, 2024 and 2023, we generated net losses of $10,112,037 and $4,942,594, respectively. We expect to generate operating losses for the foreseeable future as we incur expenses to bring our mineral processing facilities online and further expand our mining operations. As of December 31, 2024 and 2023, we had an accumulated deficit of $28,929,894 and $18,817,857, respectively, and working capital of $5,240,584 and $8,970,434, respectively. Since inception, we have met our liquidity requirements principally through the issuance of notes, the sale of our common shares and from limited revenue sources. During the year ended December 31, 2024, we received $4,605,458 in proceeds from the exercise of our common share warrants. During November 2024, we closed a brokered private placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. The aggregate net proceeds raised in the private placement amounted to $3,546,870 (CAD $4,975,966). Our ability to continue our operations and to pay our obligations when they become due is contingent upon us obtaining additional financing. Managements plans include seeking to procure additional funds through debt and equity financings, to secure regulatory approval licenses to fully utilize our Kinetic Separation, to permit and construct the Mustang Minerals Processing Plant for the processing of uranium and vanadium to generate operating cash flows. We will also require capital to fund the ongoing in-house mining operations at the Sunday Mine Complex. There are no assurances that we will be able to raise capital on terms acceptable to us or at all, or that cash flows generated from our operations will be sufficient to meet our current operating costs and required debt service. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned product development, which could harm our financial condition and operating results, or we may not be able to continue to fund our ongoing operations. These conditions raise substantial doubt about our ability to continue as a going concern to sustain operations for at least one year from the issuance of the accompanying financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. **Off Balance Sheet Arrangements** As of December 31, 2024, there were no off-balance sheet transactions. We have not entered into any specialized financial agreements to minimize our investment risk, currency risk or commodity risk. **Critical Accounting Estimates and Policies** The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, include, but are not limited to, the following: fair value of transactions involving common shares, assessment of the useful life and evaluation for impairment of intangible assets, valuation and impairment assessments of mineral properties and equipment, deferred contingent consideration, asset retirement obligations, valuation of stock-based compensation, and HST. Other areas requiring estimates include allocations of expenditures, depletion and amortization of mineral rights and properties. 55 **** ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This information appears following Item 16 of this report and is included herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES **Evaluation of Disclosure Controls and Procedures** **** As of the end of the period covered by this report, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on their evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024, to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure. **Managements Annual Report on Internal Control Over Financial Reporting** **** Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. As of December 31, 2024, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework (2013). Based on this assessment, management, under the supervision and with the participation of our chief executive officer and chief financial officer, concluded that, as of December 31, 2024, our internal control over financial reporting was not effective based on those criteria. 56 Based upon its assessment as of December 31, 2024, management identified the following material weaknesses in its internal control over financial reporting, inclusive of the control weakness related to disclosure controls and procedures: | 1. | The lack of sufficient dedicated accounting personnel, resulting in delays around the timely collection of inputs and the preparation and review of financial reporting, as well as the inability to provide for effective segregation of duties, and | | | 2. | The lack of formal documentation of the design of the control environment and the related control processes and procedures. | | **Remediation Efforts to Address Material Weaknesses** We have identified and implemented, and continue to implement, certain remediation efforts to improve the effectiveness of our internal control over financial reporting. These remediation efforts are ongoing and include the following measures to address the material weaknesses identified: | | We have engaged additional accounting resources from our consultants. These additional resources have enabled us to improve the timeliness and initial recording of inputs as well as for the preparation of account reconciliations. | | | | We have engaged a new member of the management team into our cash disbursement function, thus providing an improvement in segregating duties for incompatible roles. | | | | We have implemented additional procedures in connection with our monthly accounting closing process. | | While we believe the steps taken to date will improve the effectiveness of our internal control over financial reporting, we have not yet completed all of our planned remediation efforts. **Attestation Report** This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act that grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002. **Changes in Internal Control over Financial Reporting** **** There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the Companys fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. 57 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ** The following table sets forth information regarding the members of our board of directors (the Board) and our executive officers. | Name | | Age | | Position(s) | | | George Glasier | | 81 | | President, Chief Executive Officer and Director | | | | | | | | | | Robert Klein | | 59 | | Chief Financial Officer | | | | | | | | | | Michael Rutter | | 48 | | Chief Operating Officer (effective January 30, 2024) | | | | | | | | | | Bryan Murphy | | 56 | | Director, Chairman | | | | | | | | | | Andrew Wilder | | 54 | | Director | | | | | | | | | | Michael Skutezky | | 77 | | Director (effective June 27, 2024) | | **Executive Officers** **George Glasier, J.D**., founded Western Uranium & Vanadium Corp. and has served as a Director and as President and Chief Executive Officer since 2014. He has over thirty years experience in the uranium industry in the United States, with extensive experience in sales and marketing; project development and permitting uranium processing facilities. He is the founder of Energy Fuels Inc. (Volcanic Metals Exploration Inc.) and served as its Chief Executive Officer and President from January 2006 to March 2010. He was responsible for assembling a first-class management team, acquiring a portfolio of uranium projects, and leading the successful permitting process that culminated in the licensing of the Pion Ridge uranium mill; originally planned for construction in Western Montrose County, Colorado. He began his career in the uranium industry in the late 1970s with Energy Fuels Nuclear, which built and operated the White Mesa Mill near Blanding, Utah, becoming the largest uranium producer in the United States. **Robert Klein**has served as Chief Financial Officer of Western Uranium & Vanadium Corp since 2016. He is in charge of accounting and finance, and is closely involved in capital markets activities, corporate transactions, investor relations, public relations, and legal, and compliance. Formerly, Mr. Klein served as Vice President Finance and had leading roles in reporting, corporate transactions, and Westerns public listings on the CSE and OTCQX. Mr. Klein was formerly the Chief Operating Officer of Cross River Group and began his association with Western on an Operating Partner basis after the formation of Westerns predecessor company, Pinon Ridge Mining, LLC. Previously, Mr. Klein was a Managing Director at Analytical Research, an alternative investments research firm. He has a broad financial background derived from senior operating and investment roles with asset managers and through Exeter Analytics, a consulting firm he founded. Mr. Klein was formerly the CFO of Five Points Capital, a hedge fund spin-out from Soros Fund Management. After having begun his career in public accounting, Mr. Klein worked for Lehman Brothers, an investment bank, and William E. Simon & Sons, a merchant bank and private investment firm. Rob earned the Chartered Financial Analyst designation, received an M.B.A. from the Robert H. Smith School of Business at the University of Maryland and a B.S. in Accounting from George Mason University. **** **Michael Rutter** has served as the Chief Operating Officer (COO) of Western Uranium & Vanadium since January 30, 2024. As COO, Mr. Rutter is in charge of Westerns mining and milling operations; all operations teams report to Mr. Rutter. Mr. Rutter hires staff, procures equipment and is responsible for the maintenance and scaling-up of activities at Westerns resource properties. Beginning in 2016 and until he was appointed COO, Mr. Rutter served as Westerns Vice President of Operations, serving part-time until 2022 and then full-time since. In his role as Vice President of Operations, Mr. Rutter was in charge of overseeing resource properties and the advancement of Kinetic Separation. He was the project coordinator for the development of all of Westerns resource properties and spearheaded efforts at the Sunday Mine Complex, and certain reclamation projects. During the prior period from 2014 to 2016, Mr. Rutter provided services to Western as a consultant on a part-time basis. Mr. Rutters experience also included working for Veolia Nuclear Solutions Federal Services during 2014 through 2022, where Mr. Rutter oversaw electrical and mechanical operations at the Paradox Valley Unit of the Colorado River Basin Salinity Control Program and working for Energy Fuels Inc. from 2007 through 2014 as Maintenance and Operations Superintendent in uranium production in Utah, Colorado and Arizona. 58 **Non-Employee Directors** **Andrew Wilder**serves as a Director and the Chairman of the Audit Committee for Western Uranium & Vanadium Corporation, positions he has held since 2014, and as a member of the Governance, Nominating & Compensation Committee. He is the Founder and the Chief Executive Officer of Cross River Infrastructure Partners, a platform designed to accelerate global sustainability through the development and construction of infrastructure projects deploying transformative industrial technologies. Areas of focus include capturing and sequestering carbon emissions, generating green hydrogen and ammonia, generating clean power with advanced small modular nuclear reactors, and up cycling bio-waste into renewable natural gas. Mr. Wilder is also currently a Board Member for Bedford 2030, a community-based climate action non-profit organization for the Township of Bedford, New York. In 2011, prior to launching Cross River Infrastructure Partners, Mr. Wilder founded and managed the Cross River Group, an advisory business providing capital and business development services to alternative asset managers and institutions. In 2001, Mr. Wilder co-founded and served as Chief Operating and Chief Financial Officer for North Sound Capital LLC, an equity hedge fund manager with $3 billion peak assets under management. Mr. Wilders prior career included serving as a Manager in the audit group of Deloitte. Mr. Wilder received the Chartered Accountant (Canada) designation, holds the CFA designation, and received an MBA from the University of Toronto and a BA from the University of Western Ontario. Our board of directors believe that Mr. Wilders extensive experience in financial management and in the energy industry qualifies him to serve on our board of directors. **** **Bryan Murphy**has served as a Director of Western Uranium & Vanadium Corp. since 2018 and serves on both the Audit Committee and the Governance, Nominating & Compensation Committee. He is the founder of Magellan Limited, an advisory firm focusing on providing strategic, M&A, and financial advisory services and currently serves as CFO and Head of Finance for Biome Renewables Inc., an early stage renewable energy innovation and industrial design company. Formerly, Mr. Murphy was Co-Founder and Managing Partner of Quest Partners, a boutique investment bank that focuses on the provision of M&A, corporate finance, and business strategy services. In these capacities, Mr. Murphy has developed extensive international experience and relationships advising high-growth businesses across North America, Europe, and the Middle East. In the prior dozen years, Mr. Murphy held senior management roles at Canadian Tire Corporation overseeing divisions and business lines. Additionally, Mr. Murphy was formerly a board member of Covenant House Toronto, one of Canadas largest homeless youth agencies. Bryan has an Honours Bachelor of Arts in Business Administration majoring in Finance and an MBA with Distinction from the University of Western Ontario Richard Ivey School of Business. Bryan earned the ICD.D designation from the Rotman School of Management at the University of Toronto and the Institute of Corporate Directors. Our board of directors believe that Mr. Murphys extensive experience in strategic and other advisory and executive leadership qualifies him to serve on our board of directors. **Michael Skutezky**was elected to the Board of Directors in June 2024 and serves as the Chairman of the Governance, Nominating & Compensation Committee and as a member of the Audit Committee. He brings over 40 years of experience as an officer, counsel, and director in the financial sector in Canada. His career includes serving as Assistant General Counsel at Royal Bank of Canada, where he specialized in international and Canadian project financing, and as Senior Vice President, Personal Trust at National Trust. Currently, Mr. Skutezky is the Chairman and sole shareholder of Rhodes Capital Corporation, a firm that provides alternative financing solutions for small to mid-sized businesses and startups. The Company specializes in business financing strategies designed to enhance working capital and cash flow. Since 2019, Mr. Skutezky has served as Secretary and Senior Legal Counsel for Voyager Metals Inc. He has also been a Director of New Break Resources Ltd. since April 2014, where he previously held the role of Corporate Secretary until stepping down in October 2021. However, he continues to serve as a Director. Additionally, he has been a Director of Green Shift Commodities Ltd. since June 2022. Mr. Skutezky holds a B.A. in Business from Bishops University and an LL.B. from Dalhousie Law School. He is a member of the Canadian and International Bar Associations and a non-practicing member of the Law Society of Ontario. Our board of directors believe that Mr. Skutezkys extensive legal, financial and uranium industry experience qualifies him to serve on our board of directors. 59 **Involvement of Officers and Directors in Certain Legal Proceedings** During the past ten years, none of the persons serving as our executive officers and/or directors have been the subject of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic violations and other minor offenses); (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud in connection with any business entity; or (e) any sanction or order of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or other organization that has disciplinary authority over its members or persons associated with a member. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer. **Family Relationships** There are no family relationships among our directors and executive officers. **Code of Ethics** We have adopted a code of ethics that applies to our officers, directors, employees and consultants. A copy of the code of ethics will be sent, free of charge, to any person who sends a written request for a copy to Western Uranium & Vanadium Corp., 5 Church Street, Toronto, Ontario, Canada M5E 1M2. **Insider Trading Policy and Procedures** **** We have adopted a Disclosure, Confidentiality and Insider Trading Policy that includes insider trading policies and procedures that we believe are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and the CSEs continued listing standards. **** **Audit Committee** Western has established a separately designated audit committee of the Board comprised of Andrew Wilder, Bryan Murphy, and Michael Skutezky. Our audit committee is responsible for oversight of audits, corporate governance, board nominations, and executive compensation. The Board has determined that one of its members, Andrew Wilder, who has previously served as Westerns Chief Financial Officer, qualifies as an audit committee financial expert. We have also determined that Mr. Wilder, Mr. Murphy, and Mr. Skutezky are independent directors as defined in Nasdaq Listing Rule 5605(a)(2). **Governance, Nominating & Compensation Committee** Western has established a separately designated Governance, Nominating & Compensation Committee of the Board comprised of Michael Skutezky (Chair of the Governance, Nominating & Compensation Committee), Andrew Wilder, and Bryan Murphy. Our Governance, Nominating & Compensation Committee is responsible to assist the Board in fulfilling its oversight responsibilities relating to establishing corporate governance policies, evaluating the effectiveness and independence of the directors of the Company planning Board composition, overseeing director education, and developing a management continuity plan along with a competitive compensation strategy to enhance the Companys sustainable profitability and growth. 60 **** ITEM 11. EXECUTIVE COMPENSATION **** **Summary Compensation Table** The following table sets forth information regarding compensation earned by our named executive officers: | Nameand PrincipalPosition | | Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | All Other Compensation ($) | | | TOTAL ($) | | | | George Glasier(1) | | 2024 | | | 300,000 | | | | 31,500 | | | | - | | | | 102,667 | | | | 15,000 | | | | 449,167 | | | | President and Chief Executive Officer | | 2023 | | | 250,000 | | | | 53,000 | | | | - | | | | 178,751 | | | | 15,000 | | | | 496,751 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert Klein(2) | | 2024 | | | 200,000 | | | | 21,500 | | | | - | | | | 102,667 | | | | 15,000 | | | | 339,167 | | | | Chief Financial Officer | | 2023 | | | 150,000 | | | | 33,000 | | | | - | | | | 178,751 | | | | 15,000 | | | | 376,751 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael Rutter(3) | | 2024 | | | 185,000 | | | | 18,500 | | | | - | | | | 89,833 | | | | - | | | | 293,333 | | | | Chief Operating Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | On November 24, 2024, Mr. Glasier was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026. On December 20, 2023, Mr. Glasier was granted a non-qualified option to purchase 250,000 of our common shares at an exercise price of $1.20 (CAD $1.60) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2024, one-third on July 31, 2024 and one-third on January 31, 2025. For each of the years December 31, 2024 and 2023, Mr. Glasier received a reimbursement of $15,000 in lieu of participation in Westerns health plan, which was initiated in 2023. | | | | | | | (2) | On November 24, 2024, Mr. Klein was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026. On December 20, 2023, Mr. Klein was granted a non-qualified option to purchase 250,000 of our common shares at an exercise price of $1.20 (CAD $1.60) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2024, one-third on July 31, 2024 and one-third on January 31, 2025. For each of the years ended December 31, 2024 and 2023, Mr. Klein received a reimbursement of $15,000 in lieu of participation in Westerns health plan, which was initiated in 2023. | | | | | | | (3) | Mr. Rutter became an executive officer on January 30, 2024. On November 24, 2024, Mr. Rutter was granted a non-qualified option to purchase 175,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026. | | **** **Employment Agreements** *George Glasier* **** On February 8, 2017, the Company entered into an employment agreement with George Glasier, its Chief Executive Officer. The employment agreement automatically renews each year unless either party provides a 90-day advance written notice of their desire to not renew the agreement. The employment agreement provides for a base salary of $180,000 per year, the amount of which is subject to review by the board of directors at least annually. The agreement also provides for a discretionary annual cash bonus to be determined by the Board. On May 30, 2019, the Board approved an addendum to Mr. Glasiers employment agreement, increasing his annual base salary from $180,000 to $220,000. In December 2021, the Board approved an increase to Mr. Glasiers base salary from $220,000 to $250,000. In January 2024, the Board approved an increase to Mr. Glasiers base salary from $250,000 to $300,000. Pursuant to the employment agreement, if the Company terminates the employment agreement without cause, or if a change of control occurs, the Company is required to pay to Mr. Glasier a lump sum payment equal to two and one-half times his annual base salary. ** 61 ** *Robert Klein* On November 12, 2020, the Company entered into a new employment agreement with Robert Klein, its Chief Financial Officer. The agreement was effective as of October 1, 2020 and has an initial term that ends on September 30, 2021. The agreement will automatically renew for successive annual terms unless either party provides a 90-day advance written notice of their intention not to renew. The agreement provides for a base salary of $150,000 per year, the amount of which is subject to review by the board of directors at least annually. Under the agreement, Mr. Klein is eligible to receive bonuses after the end of each calendar year or earlier in the discretion of the Board, and a bonus will also be considered upon the closing of a strategic transaction by the Company. In January 2024, the Board approved an increase to Mr. Kleins base salary from $150,000 to $200,000. The agreement provides that Mr. Klein is eligible to participate generally in any employee benefit plan of the Company or its affiliates and to receive annual stock option grants under the Companys incentive stock option plan in amounts to be determined and approved by the Board. **** **Outstanding Equity Awards Table** The following table sets forth unexercised options, unvested stock and equity incentive plan awards outstanding for our named executive officers as of December 31, 2024. **Outstanding Option Awards at December 31, 2024** | Name | | Number of securities underlying unexercised options (#) exercisable | | | Number of securities underlying unexercised options (#) unexercisable | | | Option exercise price ($ CAD) | | | Option expiration date | | | George Glasier | | | 41,667 | | | | - | | | | 1.03 | | | 01/06/2025 | | | | | | 41,666 | | | | - | | | | 1.03 | | | 01/31/2025 | | | | | | 41,667 | | | | - | | | | 1.03 | | | 06/30/2025 | | | | | | 66,667 | | | | - | | | | 1.76 | | | 02/09/2027 | | | | | | 66,666 | | | | - | | | | 1.76 | | | 04/01/2027 | | | | | | 66,667 | | | | - | | | | 1.76 | | | 07/01/2027 | | | | | | 150,000 | | | | - | | | | 1.60 | | | 10/31/2027 | | | | | | 150,000 | | | | - | | | | 1.60 | | | 04/30/2028 | | | | | | 83,333 | | | | - | | | | 1.60 | | | 01/31/2029 | | | | | | 83,333 | | | | - | | | | 1.60 | | | 07/31/2029 | | | | | | - | | | | 83,334 | | | | 1.60 | | | 01/31/2030 | | | | | | - | | | | 66,666 | | | | 1.32 | | | 1/31/2030 | | | | | | - | | | | 66,666 | | | | 1.32 | | | 7/31/2030 | | | | | | - | | | | 66,668 | | | | 1.32 | | | 1/31/2031 | | | | | | | | | | | | | | | | | | | | Robert Klein | | | 41,666 | | | | - | | | | 1.03 | | | 01/31/2025 | | | | | | 41,668 | | | | - | | | | 1.03 | | | 06/30/2025 | | | | | | 66,667 | | | | - | | | | 1.76 | | | 02/09/2027 | | | | | | 66,666 | | | | - | | | | 1.76 | | | 04/01/2027 | | | | | | 66,667 | | | | - | | | | 1.76 | | | 07/01/2027 | | | | | | 150,000 | | | | - | | | | 1.60 | | | 10/31/2027 | | | | | | 150,000 | | | | - | | | | 1.60 | | | 04/30/2028 | | | | | | 83,333 | | | | - | | | | 1.60 | | | 01/31/2029 | | | | | | 83,333 | | | | - | | | | 1.60 | | | 07/31/2029 | | | | | | - | | | | 83,334 | | | | 1.60 | | | 01/31/2030 | | | | | | - | | | | 66,666 | | | | 1.32 | | | 1/31/2030 | | | | | | - | | | | 66,666 | | | | 1.32 | | | 7/31/2030 | | | | | | - | | | | 66,668 | | | | 1.32 | | | 1/31/2031 | | | | | | | | | | | | | | | | | | | | Michael Rutter | | | 33,333 | | | | - | | | | 1.76 | | | 2/9/2027 | | | | | | 33,334 | | | | - | | | | 1.76 | | | 4/1/2027 | | | | | | 33,333 | | | | - | | | | 1.76 | | | 7/1/2027 | | | | | | 75,000 | | | | - | | | | 1.60 | | | 10/31/2027 | | | | | | 75,000 | | | | - | | | | 1.60 | | | 4/30/2028 | | | | | | 75,000 | | | | - | | | | 1.60 | | | 1/31/2029 | | | | | | 75,000 | | | | - | | | | 1.60 | | | 7/31/2029 | | | | | | - | | | | 75,000 | | | | 1.60 | | | 1/31/2030 | | | | | | - | | | | 58,333 | | | | 1.32 | | | 1/31/2030 | | | | | | - | | | | 58,333 | | | | 1.32 | | | 7/31/2030 | | | | | | - | | | | 58,334 | | | | 1.32 | | | 1/31/2031 | | **** 62 **** **Outstanding Stock Awards at Fiscal Year-End for 2024** None. **Director Compensation** The following table sets forth a summary of the compensation for the fiscal year ended December 31, 2024 earned by each director who is not a named executive officer and who served on the Board during the year. | Name | | FeesEarned orPaidin Cash ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Total ($) | | | | Andrew Wilder(1) | | | 43,823 | | | | - | | | | 102,667 | | | | 146,490 | | | | Bryan Murphy(2) | | | 79,231 | | | | - | | | | 102,667 | | | | 181,898 | | | | Michael Skutezky(3) | | | 24,760 | | | | - | | | | 182,167 | | | | 208,963 | | | | (1) | During the year ended December 31, 2024, the Company incurred $43,823 in director fees for Mr. Wilders services as a Director. On November 25, 2024, Mr. Wilder was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026. | | | | | | | (2) | During the year ended December 31, 2024, the Company incurred $79,231 in director fees for Mr. Murphys services as a Director. On November 25, 2024, Mr. Murphy was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026. | | | (3) | Michael Skutezky was elected to the Board of Directors on June 27, 2024. During the year ended December 31, 2024, the Company incurred $24,760 in director fees for Mr. Skutezkys services as a Director. On July 14, 2024, Mr. Skutezky was granted a non-qualified option to purchase 100,000 of our common shares at an exercise price of $1.47 (CAD $2.00) per share which expires five years from each of the respective vesting dates. These options will vest in two installments: 50,000 on July 31, 2024 and 50,000 on January 31, 2025. On November 25, 2024, Mr. Skutezky was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates. This option will vest in three installments: one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026. | | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information with respect to the beneficial ownership of our class of common shares as of April 15, 2025 by: | | each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding common shares; | | | | each of our directors and executive officers; and | | | | all of our directors and executive officers as a group. | | The amounts and percentages of common shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The information relating to our 5% beneficial owners is based on information we received from such holders and information that is publicly available in Schedule 13Ds and Schedule 13Gs filed with the SEC. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of a security, or investment power, which includes the power to dispose of or to direct the disposition of a security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such persons ownership percentage, but not for purposes of computing any other persons percentage. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. 63 Except as otherwise set forth in the footnotes to the table below, the address of persons listed below is c/o Western Uranium & Vanadium Corp., 5 Church Street, Toronto, Ontario, Canada M5E 1M2. Unless otherwise indicated in the footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated common shares. | Title of Class | | NameofBeneficialOwner | | Amount and Nature of Beneficial Ownership | | | Percent of class (1) | | | | 5% or Greater Shareholders: | | | | | | | | | | | Common shares | | George Glasier, CEO | | | 5,835,868 | (2) | | | 9.7 | % | | | Common shares | | ALPS Advisors, Inc. | | | 6,871,000 | (3) | | | 11.6 | % | | | Common shares | | MMCAP International Inc. SPC | | | 5,829,121 | (4) | | | 9.3 | % | | | Common shares | | Global X Management Company LLC | | | 3,268,064 | (5) | | | 5.5 | % | | | | | | | | | | | | | | | | Directors and Named Executive Officers: | | | | | | | | | | | | | Common shares | | George Glasier, CEO | | | 5,835,868 | (2) | | | 9.7 | % | | | Common shares | | Robert Klein, CFO | | | 904,176 | (6) | | | 1.5 | % | | | Common shares | | Michael Rutter, COO | | | 546,654 | (7) | | | 0.9 | % | | | Common shares | | Andrew Wilder | | | 869,452 | (8) | | | 1.4 | % | | | Common shares | | Bryan Murphy | | | 977,006 | (9) | | | 1.6 | % | | | Common shares | | Michael Skutezky | | | 182,740 | (10) | | | 0.3 | % | | | | | | | | | | | | | | | | | | All executive officers and directors as a group (6 persons) | | | 9,315,896 | | | | 14.6 | % | | | (1) | Based on 59,386,546 common shares outstanding on April 15, 2025 and, with respect to each individual holder, rights to acquire our common shares exercisable within 60 days of April 15, 2025. | | | | | | | (2) | Consists of 4,810,869 common shares and 858,333 common shares issuable upon the exercise of stock options held by Mr. Glasier. Also includes 166,666 common shares issuable upon the exercise of stock options held by Mr. Glasiers spouse, the beneficial ownership of which Mr. Glasier disclaims. | | | | | | | (3) | Consists of 6,871,000 common shares. The address for ALPS Advisors, Inc. is 1290 Broadway, Suite 1000, Denver, Colorado 80203. | | | | | | | (4) | Consists of 2,702,666 common shares and 3,126,455 common shares issuable upon the exercise of warrants beneficially owned by MMCAP International Inc. SPC. The address for MMCAP International Inc. SPC is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario, M5J 2S1, Canada. | | | | | | | (5) | Consists of 3,268,064 common shares. The address for Global X Management Company LLC is 605 3rd Avenue, 43rd Floor, New York, NY 10158 | | | | | | | (6) | Consists of 45,842 common shares and 858,334 common shares issuable upon the exercise of stock options held by Mr. Klein. | | | | | | | (7) | Consists of 13,321 common shares and 533,333 common shares issuable upon the exercise of stock options held by Mr. Rutter. | | | | | | | (8) | Consists of 11,118 common shares and 858,334 common shares issuable upon the exercise of stock options held by Mr. Wilder. | | | | | | | (9) | Consists of 56,172 common shares owned directly, 62,500 common shares beneficially owned indirectly through Magellan Limited, and 858,334 common shares issuable upon the exercise of stock options held by Mr. Murphy. | | | | | | | (10) | Consists of 5,500 common shares owned directly, 3,787 common shares beneficially owned indirectly through Rhodes Capital Corporation, 6,787 common shares issuable upon the exercise of warrants beneficially owned indirectly through Rhodes Capital Corporation, and 166,666 common shares issuable upon the exercise of stock options held Mr. Skutezky. | | 64 **Equity Compensation Plan Information** The Company maintains the Plan that permits the granting of stock options as incentive compensation. Shareholders of the Company approved the Plan on June 30, 2008 and amendments to the Plan on June 20, 2013. The board of directors approved additional changes to the Plan on September 12, 2015. On October 1, 2021, the Company further amended the Plan. On May 24, 2023, the Board of Directors approved and on June 29, 2023 the shareholders approved an amendment to the Plan. The purpose of the Plan is to attract, retain and motivate directors, management, staff and consultants by providing them with the opportunity, through stock options, to acquire a proprietary interest in the Company and benefit from its growth. The Plan is to be administered by the Board in accordance with all applicable laws and regulations, including the policies of any stock exchange, over-the-counter marketplace, or quotation/system service upon which the Companys securities are listed or traded. The Board is authorized, subject to the provisions of the Plan, to adopt such rules and regulations as it deems consistent with the Plans provisions and, in its sole discretion, to designate options to purchase shares of the Company pursuant to the Plan. The Board may delegate to a committee the authority to exercise any or all power and authority of the Board under the Plan, including the authority with respect to option grants and/or exercises, all to the extent stipulated by the Board when so delegated. The Board may authorize one or more individuals of the Company to execute, deliver and receive documents on behalf of the Board. At December 31, 2024, a total of 5,723,336 stock options issued under the Plan were outstanding. The Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed 10% of the issued and outstanding common shares at the time stock options are granted. As of December 31, 2024, a total of 59,382,696 common shares were outstanding. As of December 31, 2024, the maximum number of stock options eligible to be issued under the Plan would be 5,938,269, and net of 5,723,336 options outstanding as of December 31, 2024, there remain 214,933 stock options available to be issued under the Plan. The Plan provides that if an optionees employment is terminated for any reason, or if the service of a director, senior executive or consultant of the Company who is an optionee is terminated, any vested stock option of such optionee may be exercised during a period of ninety (90) days following the date of termination of such employment or service, as the case may be. In the case of an optionees death, any vested stock option of such optionee at the time of death may be exercised by his or her personal representative, heirs or legatees or their liquidator during a period of one year following such optionees death. The total number of common shares issuable to any one person during a 12-month period may not exceed ten percent (10%) of the total number of common shares issued and outstanding. Also, in any 12-month period, no options exercisable for more than 2% of the Companys issued and outstanding shares may be awarded to consultants. The Plan provides that where options are cancelled or lapse under the Plan, the associated common shares become available again and new options may be granted in respect thereof in accordance with the provisions of the Plan. The Board may make any amendment to the Plan, without shareholder approval, except an increase in the number of common shares reserved for issue under the Plan or a reduction of an option exercise price. The terms of any existing option may not be altered, suspended or discontinued without the consent in writing of the Optionee. **** 65 **** **Equity Compensation Plan Information** As of December 31, 2024 | | | Numberof securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted- average exercise price of outstanding options, warrants and rights | | | Numberof securities remaining availablefor future issuance under equity compensation plans (excluding securities reflectedin column (a)) | | | | Plan Category | | (a) | | | (b) | | | (c) | | | | Equity compensation plans approved by shareholders | | | 5,723,336 | | | $ | 1.14 | | | | 214,933 | | | | Equity compensation plans not approved by shareholders | | | - | | | | n/a | | | | - | | | | Total | | | 5,723,336 | | | $ | 1.14 | | | | 214,933 | | | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE **Transactions with Related Persons** The Company has transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows: Prior to the acquisition of Black Range, Mr. George Glasier, the Companys CEO, who is also a director of the Company (Seller), transferred his interest in a former joint venture with Ablation Technologies, LLC to Black Range. In connection with the transfer, Black Range issued 25 million shares of Black Range common stock to Seller and committed to pay $309,138 (AUD $500,000) to Seller within 60 days of the first commercial application of the Kinetic Separation technology. The Company assumed this contingent payment obligation in connection with the acquisition of Black Range. At the date of the acquisition of Black Range, this contingent obligation was determined to be probable. Since the deferred contingent consideration obligation is probable and the amount is estimable, the Company recorded the deferred contingent consideration as an assumed liability in the amount of $309,138 and $340,650 as of December 31, 2024 and 2023, respectively. George Glasier, the President, CEO and a director of Western, and his wife, Kathleen, owned 50% of the shares of PRC, and Andrew Wilder, a director of Western, indirectly owned 3% of the shares of PRC, and so the transaction was considered a related party transaction. The Companys Board of Directors established an independent committee of the Board comprised of directors who were not considered to have an interest in the transaction, and the independent committee oversaw the negotiation and approved the entering into the agreement on behalf of the Company. Of the total cash paid to the sellers, $414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew Wilder. The Company has multiple lease arrangements with Silver Hawk Ltd., an entity which is owned by George Glasier and his wife, Kathleen Glasier. These leases, which are all on a month-to-month basis, are for the rental of office, workshop, warehouse and employee housing facilities. The Company incurred rent expense of $106,500 and $71,700 in connection with these arrangements for the years ended December 31, 2024 and 2023, respectively. The Company is obligated to pay Mr. Glasier for reimbursable expenses in the amount of $83,554 and $84,040, included within accounts payable and accrued liabilities, as of December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company purchased equipment from Silver Hawk Ltd. for $9,000 and $25,800, respectively. **Director Independence** The Board of Directors facilitates its exercise of independent supervision over management by ensuring representation on the Board by directors who are independent of management and by promoting frequent interaction and feedback. Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a directors independent judgment. 66 The Companys Board currently consists of three directors. Currently, Andrew Wilder, Bryan Murphy and Michael Skutezky are independent directors based upon the tests for independence set forth in National Instrument 52-110*Audit Committees*. SEC rules require a separate determination of independence of the Companys directors based on the definition of independence of a U.S. national securities exchange or inter-dealerquotation system which has requirements that a majority of the board of directors be independent. Because the Companys common shares are not currently listed on a national securities exchange, we currently use the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence. Under that definition, Andrew Wilder, Bryan Murphy and Michael Skutezky would be considered independent directors. Mr. Wilder, Mr. Murphy and Michael Skutezky would also be considered independent directors under Rule 5605(c)(2)s provisions relating to audit committee composition. **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** **** The following table sets forth the aggregate fees billed by MNP LLP (MNP), our independent registered accounting firm for the fiscal years ended December 31, 2024 and December 31, 2023. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described in the table below. | | | 2024 | | | 2023 | | | | Audit fees | | $ | 127,354 | | | $ | 98,169 | | | | Audit-related fees | | | - | | | | - | | | | Tax fees | | | 15,836 | | | | 14,373 | | | | All other fees | | | - | | | | - | | | | Total fees | | $ | 143,190 | | | $ | 112,542 | | | Audit fees: Consist of fees billed for professional services rendered for the audit of the consolidated financial statements and review of the quarterly interim consolidated financial statements. These fees also include the review of registration statements and the delivery of consents in connection with registration statements. Audit-related fees: There were no fees billed by MNP for professional services rendered for audit-related services for the years ended December 31, 2024 and 2023. Tax fees: Consists of fees incurred for the Companys U.S. and Canadian tax preparation fees and tax consulting fees. All other fees: There were no fees billed by MNP for professional services rendered for other compliance purposes for the years ended December 31, 2024 and 2023. The Companys Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved the foregoing audit and tax services provided by MNP in 2024 and 2023 consistent with the Boards responsibility for engaging Westerns independent auditors. The Board also considered whether the non-audit services rendered by our independent registered public accounting firm are compatible with an auditor maintaining independence. The Board has determined that the rendering of such services is compatible with MNP maintaining its independence. 67 **PART IV** ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES **Documents Filed as Part of This Report.** **** (a) The following financial statements are being filed as part of this Annual Report. | Consolidated Financial Statements of Western Uranium & Vanadium Corp. and Subsidiaries | | PageNo. | | | Report of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board (PCAOB) ID: 1930) | | F-2 | | | Consolidated Balance Sheets as of December 31, 2024 and 2023 | | F-3 | | | Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023 | | F-4 | | | Consolidated Statements of Shareholders Equity for the years ended December 31, 2024 and 2023 | | F-5 | | | Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 | | F-6 | | | Notes to Consolidated Financial Statements | | F-7 | | 68 (b) The following exhibits are being provided as required by Item 601 of Regulation S-K. | ExhibitNo. | | Description | | | 2.1(1) | | Share Exchange Agreement between Pinon Ridge Mining LLC, Homeland Uranium Inc., Homeland Uranium (Utah), et al., dated November 6, 2014. | | | 2.2(1) | | Merger Implementation Agreement between Black Range Minerals Limited and Western Uranium Corporation, dated March 20, 2015. | | | 2.3(1) | | Credit Facility between Western Uranium Corporation and Black Range Minerals Limited, dated March 20, 2015. | | | 2.4(2) | | Termination and Liquidation Agreement between Ablation Technologies LLC, Black Range Minerals Ablation Holdings Inc. and Mineral Ablation, LLC dated March 17, 2015 | | | 3.1(1) | | Certificate of Incorporation, as amended. | | | 3.2(1) | | Amended and Restated By-laws. | | | 4.1(8) | | Description of Capital Stock | | | 10.1(3) | | Call Option Agreement | | | 10.2(2) | | Technology License Agreement between Ablation Technologies LLC and Black Range Mineral Ablation Holdings Inc. dated as of March 17, 2015 | | | 10.3(9) | | Incentive Stock Option Plan (Rolling 10%), as amended | | | 10.4(4) | | Employment Agreement between George Glasier and Western Uranium & Vanadium Corporation dated February 8, 2017 | | | 10.5(4) | | Employment Agreement between Robert Klein and Western Uranium & Vanadium Corporation dated May 12, 2017 | | | 10.6(5) | | Employment Agreement between Robert Klein and Western Uranium & Vanadium Corporation dated November 13, 2017 | | | 10.7(6) | | Addendum to Employment Agreement between George Glasier and Western Uranium & Vanadium Corporation dated May 30, 2019 | | | 10.8(7) | | Employment Agreement, dated November 12, 2020, by and between Robert Klein and Western Uranium and Vanadium Corp. | | | 14.1* | | The Code of Business Conduct and Ethics | | | 19.1* | | Disclosure, confidentiality and Insider Trading Policy | | | 21.1* | | List of Subsidiaries | | | 31.1* | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | | | 31.2* | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | | | 32.1* | | Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer | | | 95* | | Mine Safety Disclosure Exhibit | | | 101.INS | | Inline XBRL Instance Document.* | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document.* | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document.* | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document.* | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document.* | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* | | | + | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of the omitted schedules and exhibits to the SEC upon request. | | | | | | | * | Filed herewith | | | | | | | (1) | Previously filed as an exhibit to the Companys Form 10 filed on April 29, 2016 | | | | | | | (2) | Previously filed as an exhibit with Amendment No. 2 to the Companys Form 10 filed on July 22, 2016 | | | | | | | (3) | Previously filed as an exhibit with Amendment No. 1 to the Companys Form 10 filed on June 22, 2016 | | | | | | | (4) | Previously filed as an exhibit to the Companys Form 10-Q filed on May 15, 2017 | | | | | | | (5) | Previously filed as an exhibit to the Companys Form 10-K filed on April 2, 2018 | | | | | | | (6) | Previously filed as an exhibit to the Companys Form 10-Q filed on August 14, 2019 | | | | | | | (7) | Previously filed as an exhibit to the Companys Form 10-Q filed on November 16, 2020 | | | | | | | (8) | Previously filed as an exhibit to the Companys Form 10-K filed on April 15, 2022 | | | | | | | (9) | Previously filed as an exhibit to the Companys Proxy filed on May 31, 2023 | | ITEM 16. FORM 10-K SUMMARY None 69 **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | WESTERN URANIUM & VANADIUM CORP. | | | | | | | | Date:April 15, 2025 | By: | /s/ George Glasier | | | | | George Glasier Chief Executive Officer and President | | | | | | | | Date:April 15, 2025 | By: | /s/ Robert Klein | | | | | Robert Klein | | | | | Chief Financial Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Dated: April 15, 2025 | By: | /s/ George Glasier | | | | | George Glasier | | | | | Chief Executive Officer, President and Director (Principal Executive Officer) | | | | | | | | Dated: April 15, 2025 | By: | /s/ Robert Klein | | | | | Robert Klein | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | | | Dated: April 15, 2025 | By: | /s/ Bryan Murphy | | | | | Bryan Murphy | | | | | Director | | | | | | | | Dated: April 15, 2025 | By: | /s/ Andrew Wilder | | | | | Andrew Wilder | | | | | Director | | | | | | | | Dated: April 15, 2025 | By: | /s/ Michael Skutezky | | | | | Michael Skutezky | | | | | Director | | 70 **Western Uranium & Vanadium Corp. and Subsidiaries** **** **Index to Consolidated Financial Statements** | | | Page No. | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 1930) | | F-2 | | | Consolidated Balance Sheets as of December 31, 2024 and 2023 | | F-3 | | | Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2024 and 2023 | | F-4 | | | Consolidated Statements of Changes in Shareholders Equity for the Years Ended December 31, 2024 and 2023 | | F-5 | | | Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 | | F-6 | | | Notes to Consolidated Financial Statements | | F-7 | | F-1 **** **Report of Independent Registered Public Accounting Firm** To the Board of Directors and Shareholders of Western Uranium & Vanadium Corp. **Opinion on the Consolidated Financial Statements** We have audited the accompanying consolidated balance sheets of Western Uranium & Vanadium Corp. and subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations and other comprehensive loss, changes in shareholders equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. **Material Uncertainty Related to Going Concern** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt financing in order to fund its operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. | | /s/MNP LLP | | | | Chartered Professional Accountants | | | | Licensed Public Accountants | | We have served as the Companys auditor since 2015. Mississauga, Canada April 15, 2025 F-2 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Stated in USD) | | | As of December 31, | | | | | | 2024 | | | 2023 | | | | Assets | | | | | | | | | Current assets: | | | | | | | | | Cash and cash equivalents | | $ | 5,482,631 | | | $ | 9,217,585 | | | | Restricted cash, current portion | | | 75,057 | | | | 75,075 | | | | Prepaid expenses | | | 352,058 | | | | 382,314 | | | | Marketable securities | | | - | | | | 385 | | | | Other current assets | | | 77,936 | | | | 131,255 | | | | Total current assets | | | 5,987,682 | | | | 9,806,614 | | | | | | | | | | | | | | | Restricted cash, net of current portion | | | 737,936 | | | | 676,369 | | | | Property, plant & equipment and mineral properties, net | | | 17,702,569 | | | | 14,926,289 | | | | Kinetic separation intellectual property | | | 9,488,051 | | | | 9,488,051 | | | | | | | | | | | | | | | Total assets | | $ | 33,916,238 | | | $ | 34,897,323 | | | | | | | | | | | | | | | Liabilities and Shareholders Equity | | | | | | | | | | | | | | | | | | | | | | Liabilities | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable and accrued liabilities | | $ | 672,041 | | | $ | 761,123 | | | | Asset retirement obligations, current portion | | | 75,057 | | | | 75,057 | | | | Total current liabilities | | | 747,098 | | | | 836,180 | | | | | | | | | | | | | | | Asset retirement obligations, net of current portion | | | 335,041 | | | | 241,562 | | | | Deferred tax liability | | | 2,708,887 | | | | 2,708,887 | | | | Deferred contingent consideration | | | 309,138 | | | | 340,650 | | | | | | | | | | | | | | | Total liabilities | | | 4,100,164 | | | | 4,127,279 | | | | | | | | | | | | | | | Commitments and Contingencies (Note 4) | | | | | | | | | | | | | | | | | | | | | | Shareholders Equity | | | | | | | | | | | Common shares, no par value, unlimited authorized shares, 59,383,002 and 50,002,395 shares issued as of December 31, 2024 and 2023, respectively, and 59,382,696 and 50,002,089 shares outstanding as of December 31, 2024 and 2023, respectively | | | 58,979,839 | | | | 49,661,910 | | | | Treasury shares, 306 shares held in treasury as of December 31, 2024 and 2023 | | | - | | | | - | | | | Accumulated deficit | | | (28,929,894 | ) | | | (18,817,857 | ) | | | Accumulated other comprehensive loss | | | (233,871 | ) | | | (74,009 | ) | | | Total shareholders equity | | | 29,816,074 | | | | 30,770,044 | | | | Total liabilities and shareholders equity | | $ | 33,916,238 | | | $ | 34,897,323 | | | F-3 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (Stated in USD) | | | For the Years Ended December31, | | | | | | 2024 | | | 2023 | | | | | | | | | | | | | Revenues | | $ | 183,803 | | | $ | 431,065 | | | | | | | | | | | | | | | Expenses | | | | | | | | | | | Mining expenditures | | | 5,285,140 | | | | 2,951,579 | | | | Professional fees | | | 613,403 | | | | 386,473 | | | | General and administrative | | | 3,599,460 | | | | 1,884,456 | | | | Consulting fees | | | 1,020,577 | | | | 304,457 | | | | Total operating expenses | | | 10,518,580 | | | | 5,526,965 | | | | | | | | | | | | | | | Operating loss | | | (10,334,777 | ) | | | (5,095,900 | ) | | | | | | | | | | | | | | Interest income, net | | | 224,738 | | | | 158,904 | | | | Other expense, net | | | (1,998 | ) | | | (5,598 | ) | | | | | | | | | | | | | | Net loss | | | (10,112,037 | ) | | | (4,942,594 | ) | | | | | | | | | | | | | | Other comprehensive (loss) income | | | | | | | | | | | Foreign currency translation adjustment | | | (159,862 | ) | | | 187,123 | | | | | | | | | | | | | | | Comprehensive loss | | $ | (10,271,899 | ) | | $ | (4,755,471 | ) | | | | | | | | | | | | | | Net loss per share - basic and diluted | | $ | (0.18 | ) | | $ | (0.11 | ) | | | | | | | | | | | | | | Weighted average shares outstanding - basic and diluted | | | 55,084,225 | | | | 44,073,655 | | | F-4 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Stated in USD) | | | | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | | | | | | | | | | | | | | | Other | | | | | | | | | Common Shares | | | Treasury Shares | | | Accumulated | | | Comprehensive | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Deficit | | | Loss | | | Total | | | | Balance as of January 1, 2023 | | 43,602,565 | | | $ | 43,394,303 | | | 306 | | | $ | - | | | $ | (13,875,263 | ) | | $ | (261,132 | ) | | $ | 29,257,908 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Private placement - December 12, 2023, net of offering costs | | | 5,215,828 | | | | 4,836,867 | | | | - | | | | - | | | | - | | | | - | | | | 4,836,867 | | | | Proceeds from the exercise of warrants | | | 1,165,450 | | | | 1,004,044 | | | | - | | | | - | | | | - | | | | - | | | | 1,004,044 | | | | Cashless exercise of stock options | | | 18,246 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Stock based compensation - stock options | | | - | | | | 426,696 | | | | - | | | | - | | | | - | | | | - | | | | 426,696 | | | | Foreign currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | 187,123 | | | | 187,123 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | (4,942,594 | ) | | | - | | | | (4,942,594 | ) | | | Balance as of December 31, 2023 | | | 50,002,089 | | | $ | 49,661,910 | | | | 306 | | | $ | - | | | $ | (18,817,857 | ) | | $ | (74,009 | ) | | $ | 30,770,044 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Private placement - November 2024, net of offering costs | | | 4,142,906 | | | | 3,546,870 | | | | - | | | | - | | | | - | | | | - | | | | 3,546,870 | | | | Proceeds from the exercise of warrants | | | 5,198,540 | | | | 4,605,458 | | | | - | | | | - | | | | - | | | | - | | | | 4,605,458 | | | | Cashless exercise of stock options | | | 39,161 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Stock based compensation - stock options | | | - | | | | 1,165,601 | | | | - | | | | - | | | | - | | | | | | | | 1,165,601 | | | | Foreign currency translation adjustment | | | - | | | | | | | | - | | | | - | | | | - | | | | (159,862 | ) | | | (159,862 | ) | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | (10,112,037 | ) | | | - | | | | (10,112,037 | ) | | | Balance as of December 31, 2024 | | | 59,382,696 | | | $ | 58,979,839 | | | | 306 | | | $ | - | | | $ | (28,929,894 | ) | | $ | (233,871 | ) | | $ | 29,816,074 | | | F-5 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in USD) | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Cash Flows Used In Operating Activities: | | | | | | | | | Net loss | | $ | (10,112,037 | ) | | $ | (4,942,594 | ) | | | Reconciliation of net loss to cash used in operating activities: | | | | | | | | | | | Depreciation | | | 613,610 | | | | 262,832 | | | | Loss on the sale of equipment | | | 1,998 | | | | 5,598 | | | | Accretion of asset retirement obligations | | | 12,971 | | | | 12,308 | | | | Stock-based compensation | | | 1,142,541 | | | | 429,429 | | | | Change in marketable securities | | | 385 | | | | 227 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses and other current assets | | | 83,575 | | | | (27,376 | ) | | | Accounts payable and accrued liabilities | | | (89,082 | ) | | | 209,508 | | | | Asset retirement obligations | | | 80,508 | | | | 4,035 | | | | Deferred revenue | | | - | | | | (43,860 | ) | | | Contingent consideration | | | (31,512 | ) | | | 398 | | | | Net cash used in operating activities | | | (8,297,043 | ) | | | (4,089,495 | ) | | | | | | | | | | | | | | Cash Flows Used In Investing Activities | | | | | | | | | | | Purchase of property, plant & equipment and mineral properties | | | (3,395,888 | ) | | | (2,404,440 | ) | | | Proceeds from sale of equipment | | | 4,000 | | | | - | | | | Net cash used in investing activities | | | (3,391,888 | ) | | | (2,404,440 | ) | | | | | | | | | | | | | | Cash Flows Provided By Financing Activities | | | | | | | | | | | | | | | | | | | | | | Proceeds from private placements, net | | | 3,546,870 | | | | 4,836,867 | | | | Proceeds from warrant exercises | | | 4,605,458 | | | | 1,004,044 | | | | Cash received from note receivable | | | - | | | | 3,500 | | | | Net cash provided by financing activities | | | 8,152,328 | | | | 5,844,411 | | | | | | | | | | | | | | | Effect of foreign exchange rate on cash | | | (136,802 | ) | | | 185,015 | | | | | | | | | | | | | | | Net decrease in cash and cash equivalents and restricted cash | | | (3,673,405 | ) | | | (464,509 | ) | | | | | | | | | | | | | | Cash and cash equivalents and restricted cash - beginning | | | 9,969,029 | | | | 10,433,538 | | | | | | | | | | | | | | | Cash and cash equivalents and restricted cash - ending | | $ | 6,295,624 | | | $ | 9,969,029 | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 5,482,631 | | | $ | 9,217,585 | | | | Restricted cash, current portion | | | 75,057 | | | | 75,075 | | | | Restricted cash, noncurrent | | | 737,936 | | | | 676,369 | | | | Total cash and cash equivalents and restricted cash | | $ | 6,295,624 | | | $ | 9,969,029 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | Cash paid during the period for: | | | | | | | | | | | Interest | | $ | 7,879 | | | $ | - | | | | Income taxes | | $ | - | | | $ | - | | | | | | | | | | | | | | | Noncash transactions: | | | | | | | | | | | Notes received in exchange for equipment sold | | $ | - | | | $ | 8,000 | | | F-6 **** WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **** **NOTE 1 BUSINESS** **Nature of Operations** Western Uranium & Vanadium Corp. (Western or the Company) was incorporated in December 2006 under the Ontario Business Corporations Act. On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (CSE). As part of that process, the Company acquired 100% of the members interests of Pinon Ridge Mining LLC (PRM), a Delaware limited liability company. The transaction constituted a reverse takeover (RTO) of Western by PRM. Subsequent to obtaining appropriate shareholder approvals, the Company reconstituted its Board of Directors and senior management team. Western is a Canadian domestic issuer and Canadian reporting issuer. The Companys registered office is located at 5 Church Street, Toronto, Ontario, Canada, M5E 1M2, and its common shares are listed on the CSE under the symbol WUC. On April 22, 2016, the Companys common shares began trading on the OTC Pink Open Market, and on May 23, 2016, the Companys common shares were approved for trading on the OTCQX Best Market under the symbol WSTRF. The Companys principal business activity is the acquisition and development of uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America (United States). On September 16, 2015, Western completed its acquisition of Black Range Minerals Limited (Black Range). Under United States Securities and Exchange Commission (Commission) rules, this transaction triggered the Company being deemed a United States domestic issuer and losing its foreign private issuer exemption. On April 29, 2016, the Company filed a Form 10 registration statement with the Commission after converting its basis of accounting from International Financial Reporting Standards (IFRS) to generally accepted accounting principles in the United States (U.S. GAAP). On June 28, 2016, the Companys registration statement became effective and Western became a United States reporting issuer. On June 30, 2023, Western re-qualified as a foreign private issuer as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934 (the Exchange Act). As a result, the Company may now utilize certain accommodations made to foreign private issuers, including (1) an exemption from complying with the Commissions proxy rules, (2) an exemption from the Companys insiders having to comply with the reporting and short-swing trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer forms, and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S. The Company intends to take advantage of these accommodations. However, the Company currently has decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including filing annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. On the subsequent measurement date June 30, 2024, Western reconfirmed its qualification as a foreign private issuer. Note 2 Liquidity and going concern With the exception of the quarter ended June 30, 2022, the Company has incurred losses from its operations. During the years ended December 31, 2024 and 2023, the Company generated net losses of $10,112,037 and $4,942,594, respectively. The Company expects to generate operating losses for the foreseeable future as it incurs expenses to bring its mineral processing facilities online and further expands its mining operations. As of December 31, 2024 and 2023, the Company had an accumulated deficit of $28,929,894 and $18,817,857, respectively, and working capital of $5,240,584 and $8,970,434, respectively. Since inception, the Company has met its liquidity requirements principally through the issuance of notes, the sale of its common shares and from limited revenue sources. During November 2024, the Company closed a private placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. The aggregate gross proceeds raised in the private placement amounted to $3,897,166 (CAD $5,468,636) and proceeds net of issuance costs were $3,546,870 (CAD $4,975,966). During year ended December 31, 2024, the Company received $4,605,458 (CAD $6,238,248) in proceeds from the exercise of common share warrants to purchase 5,198,540 common shares. On December 12, 2023, the Company closed a non-brokered private placement of 5,215,828 units at a price of $1.02 (CAD $1.39) per unit. The aggregate gross proceeds raised in the private placement amounted to $5,324,989 (CAD $7,250,000) and proceeds net of issuance costs amounted to $4,836,867 (CAD $6,588,089). During the year ended December 31, 2023, the Company received $1,004,044 (CAD $1,358,565) in proceeds from the exercise of common share warrants to purchase 1,165,450 common shares. F-7 **** WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** Note 2 Liquidity and going concern, CONTINUED The Companys ability to continue its planned operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Managements plans include seeking to procure additional funds through debt and equity financing, to secure regulatory approval to fully utilize its kinetic separation (Kinetic Separation) technology, and to initiate the processing of mineral resources to generate operating cash flows. There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned product development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern to sustain operations for at least one year from the issuance of these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. **** **NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **** **Basis of Presentation and Principles of Consolidation** These consolidated financial statements are presented in United States dollars and have been prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP). The accompanying consolidated financial statements include the accounts of Western and its wholly-owned subsidiaries, Western Uranium Corporation (Utah) (Western Utah), PRM, Black Range, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black Range Minerals Colorado LLC, Black Range Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals Utah LLC, Black Range Minerals Ablation Holdings Inc., Black Range Development Utah LLC, Maverick Strategic Minerals Corp (Maverick), Pinon Ridge Corp (PRC) and Mustang Mineral Processing Inc (Mustang). All inter-company transactions and balances have been eliminated upon consolidation. The Company has established the existence of mineralized materials for certain uranium projects. The Company has not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the SEC), through the completion of a final or bankable feasibility study for any of its uranium projects. **Segment Information** **** In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 280, *Segment Reporting*, operating segments are defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and in assessing performance (the CODM). For the Company, its CODM is its Chief Executive Officer. The Company views its operations and manages its business as one operating and reporting segment. This single segment reflects the Companys core business, which is the production of uranium minerals. The Companys CODM regularly reviews the segment net income (loss) that also is reported on the income statement as consolidated net income (loss). The measure of segment assets is reported on the balance sheet as total consolidated assets. **Exploration Stage and Mineral Properties** In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to search for additional mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities, disposal wells, and mine development, are expensed as incurred until such time proven or probable reserves are established for that uranium project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Expenditures relating to mining and production while the Company is in the exploration stage and while the mined material is stockpiled underground are expensed as incurred. F-8 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** Note 3 SUMMARY OF Significant Accounting Policies, CONTINUED **Exploration Stage and Mineral Properties, continued** Production stage issuers, as defined in subpart 1300 of Regulation S-K, having engaged in material extraction of established mineral reserves on at least one material property, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. The Company is an exploration stage issuer, which has resulted in the Company reporting larger losses than if it had been in the production stage due to the expensing, instead of capitalizing, of expenditures relating to ongoing mine development and extraction activities. Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if the Company had been in the production stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, the Companys consolidated financial statements may not be directly comparable to the financial statements of companies in the production stage. Western will not be eligible to become a production stage issuer, and will remain an exploration stage issuer, until such time as mineral reserves are established on at least one material property. **** **Use of Estimates** The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported.By their nature, these estimates are subject to measurement uncertainty, and the effects on the consolidated financial statements of changes in such estimates in future periods could be significant. Significant areas requiring managements estimates and assumptions include the determination of the fair value of transactions involving common shares, assessment of the useful life and evaluation for impairment of Kinetic Separation intellectual property, valuation and impairment assessments of mineral properties and equipment, valuation of deferred contingent consideration, valuation of the reclamation liability and valuation of stock-based compensation. Other areas requiring estimates include allocations of expenditures, depletion, and amortization of mineral rights and properties. Actual results could differ from those estimates. **Foreign Currency Translation** The reporting currency of the Company, including its subsidiaries, is the United States dollar. The financial statements of subsidiaries located outside of the U.S. are measured in their functional currency, which is the local currency. The functional currency of the parent (Western Uranium & Vanadium Corp. (Ontario)) is the Canadian dollar. The functional currencies of the subsidiaries is the United States dollar. Monetary assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date. Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Income and expense items are translated using average monthly exchange rates. Non-monetary assets are translated at their historical exchange rates. Translation adjustments are included in Accumulated other comprehensive loss in the consolidated balance sheets. **Cash and Cash Equivalents** The Company considers all highly-liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. There were no cash equivalents at December 31, 2024 and 2023. **** **Marketable Securities** The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses reported as accumulated other comprehensive (loss) income, a separate component of shareholders equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. During the year ended December 31, 2024, the Companys sole marketable security was fully impaired and written off. **** F-9 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** Note 3 SUMMARY OF Significant Accounting Policies, CONTINUED **Restricted Cash** Certain cash balances are restricted as they relate to deposits with banks that have been assigned to state reclamation authorities in the United States to secure various reclamation guarantees with respect to mineral properties in Utah and Colorado. As these funds are not available for general corporate purposes and secure the long term asset retirement obligation (ARO) (see Note 4), they have been separately disclosed and classified as long-term for the majority of the Companys mines. As of December 31, 2024 and 2023, the Company has determined that the Van 4 Mine is considered to be in reclamation. The Company reflects the Van 4 Mines asset retirement obligation and its restricted cash in full on the Companys consolidated balance sheets as current. **** **Property, Plant & Equipment and Mineral Properties, Net** **** Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method. **Revenue Recognition** The Company leases certain of its mineral properties for the exploration and production of oil and gas reserves. The Company accounts for lease revenue in accordance with the FASB ASC 842, *Leases*. Lease payments received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Royalty receipts are recognized as revenues based upon production. **** **Fair Values of Financial Instruments** The carrying amounts of cash and cash equivalents, restricted cash current portion, accounts payable and accrued liabilities approximate their fair value due to the short-term nature of these instruments. Marketable securities were adjusted to fair value at each balance sheet date based on quoted prices which were considered level 1 inputs. A portion of the Companys operating and financing activities are conducted in Canadian dollars, and as a result, the Company is subject to exposure to market risks from changes in foreign currency rates. The carrying amount of restricted cash net of current portion, approximates fair value as the accounts earn interest at market rates. The Company is exposed to credit risk through its cash and restricted cash but mitigates this risk by keeping these deposits at major financial institutions. The FASB ASC 820, *Fair Value Measurements and Disclosures*, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). F-10 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **Note 3 SUMMARY OF Significant Accounting Policies, continued** **** **Fair Values of Financial Instruments, continued** Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3- Significant unobservable inputs that cannot be corroborated by market data and inputs that are derived principally from or corroborated by observable market data or correlation by other means. The fair value of the Companys financial instruments are as follows (the Company had no marketable securities as of December 31, 2024): | | | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) | | | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | | Marketable securities as of December 31, 2023 | | $ | 385 | | | $ | - | | | $ | - | | | **** **Impairment of Long-Lived Assets** The Company reviews and evaluates its long-lived assets and Kinetic Separation technology for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on estimated quantities of recoverable minerals, expected uranium prices (considering current and historical prices, trends, and related factors), production levels, operating costs of production, and capital, restoration and reclamation costs, based upon the projected remaining future uranium production from each project. The Companys long-lived assets (which principally include its mineral assets and Kinetic Separation intellectual property) were acquired during the end of 2014 and in 2015 in arms-length transactions. During the year ended December 31, 2024, the Company acquired a parcel of land upon which it intends to develop and construct a facility for the processing of mineral resources (see Note 4). As of December 31, 2024, the Company evaluated the total estimated future cash flows on an undiscounted basis for its mineral properties and Kinetic Separation intellectual property and determined that no impairment was deemed to exist. Estimates and assumptions used to assess recoverability of the Companys long-lived assets and to measure fair value of the Companys uranium properties are subject to risk uncertainty. Changes in these estimates and assumptions could result in the impairment of the Companys long-lived assets. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. F-11 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **Note 3 SUMMARY OF Significant Accounting Policies, continued** **** **Income Taxes** The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Companys assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged in an audit and cause changes to previous estimates of tax liability. In managements opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is more than 50percent likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the Companys tax returns that do not meet these recognition and measurement standards. As of December 31, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported. The Companys policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2024 and 2023. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals, or material deviations from its position. The Company has identified its federal Canadian and United States tax jurisdictions and its state tax jurisdictions in Colorado and Utah as its major tax jurisdictions, and such returns for the years 2018 through 2023 remain subject to examination. **Asset Retirement Obligations** Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its mine projects to the pre-existing mine area average quality after the completion of mining. When an asset will require future reclamation and remediation costs, which include extraction equipment removal and environmental remediation, an ARO is accrued at the end of each period based on managements best estimate of the costs expected to be incurred for each project. Such estimates are determined by the Companys engineering studies which consider the costs of future surface and groundwater activities, current regulations, actual expenses incurred, and technology and industry standards. F-12 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **Note 3 SUMMARY OF Significant Accounting Policies, continued** **** **Asset Retirement Obligations, continued** **** In accordance with the FASB ASC 410, *Asset Retirement and Environmental Obligations*, the Company capitalizes the measured fair value of asset retirement obligations to mineral properties. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. The asset retirement obligations are accreted to an undiscounted value until the time at which they are expected to be settled. The accretion expense is charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement. At each reporting period, the Company reviews the assumptions used to estimate the expected cash flows required to settle the asset retirement obligations, including changes in estimated probabilities, amounts and timing of the settlement of the asset retirement obligations, as well as changes in the legal obligation requirements at each of its mineral properties. Changes in any one or more of these assumptions may cause revision of asset retirement obligations for the corresponding assets. **** **Stock-Based Compensation** The Company follows the FASB ASC 718, *Compensation - Stock Compensation*, which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the fair value of the stock or the fair value of the service, whichever is more readily measurable. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock-based awards. The fair value is charged to earnings depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company expenses the grant date fair value over the period for which it is expected to be earned. For employees and consultants, this is typically considered to be the vesting period of the award. **** **Net Loss Per Share** **** Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). The computation of net loss per share for each of the years ended December 31, 2024 and 2023 is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Warrants to purchase common shares | | | 9,718,345 | | | | 10,804,539 | | | | Options to purchase common shares | | | 5,723,336 | | | | 4,917,666 | | | | Total potentially dilutive securities | | | 15,441,681 | | | | 15,722,205 | | | **** **Recently Adopted Accounting Pronouncements** **** In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 *Improvements to Reportable Segment Disclosures (ASU 2023-07)*, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended December 31, 2024 retrospectively to all periods presented in the consolidated financial statements. The adoption of this ASU had no impact on reportable segments identified and had no effect on the Companys consolidated financial position, results of operations, or cash flows. Additional required disclosure has been included within this Note 3, under subsection Segment Information. **** F-13 **** WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **** **Note 3 SUMMARY OF Significant Accounting Policies, continued** **** **Recent Accounting Standards Not Yet Adopted** In December 2023, the FASB issued ASU 2023-09 *Improvements to Income Tax Disclosures*, which enhances the transparency and decision usefulness of income tax disclosures. The standard is effective for public companies for annual periods beginning after December 15, 2024. Early adoption is available. The Company is still evaluating the full extent of the potential impact of the adoption of ASU 2023-09, but believes it will not have a material impact on its consolidated financial statements and disclosures. **** In November 2024, the FASB issued ASU 2024-03, *Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40)*: Disaggregation of Income Statement Expenses (ASU 2024-03). This ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operation as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will evaluate the full extent of the potential impact of the adoption of ASU 2024-03, but believes it will not have a material impact on its consolidated financial statements and disclosures. **NOTE 4 Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY** The Companys property, plant & equipment and mineral properties, net and kinetic separation intellectual property are: | | | Estimated | | As of December 31, | | | | | | Useful Lives | | 2024 | | | 2023 | | | | Mineral properties | | N/A | | $ | 11,688,841 | | | $ | 11,688,841 | | | | Mining equipment | | 5 years | | | 3,260,879 | | | | 2,345,055 | | | | Vehicles | | 5 years | | | 1,094,297 | | | | 549,703 | | | | Plant facilities | | 5 - 10 years | | | 207,490 | | | | - | | | | Software | | 5 years | | | 9,120 | | | | - | | | | Construction in progress | | N/A | | | 36,343 | | | | 312,384 | | | | Land | | N/A | | | 2,334,050 | | | | 351,957 | | | | Total property, plant & equipment and mineral properties | | | | $ | 18,631,020 | | | $ | 15,247,940 | | | | Less: accumulated depreciation | | | | | 928,451 | | | | 321,651 | | | | Property, plant & equipment and mineral properties, net | | | | $ | 17,702,569 | | | $ | 14,926,289 | | | | Kinetic separation intellectual property | | | | $ | 9,488,051 | | | $ | 9,488,051 | | | The Companys mining properties acquired on August 18, 2014 that the Company retains as of December 31, 2024 include: The San Rafael Uranium Project located in Emery County, Utah; The Sunday Mine Complex located in western San Miguel County, Colorado; The Van 4 Mine located in western Montrose County, Colorado; The Sage Mine located in San Juan County, Utah, and San Miguel County, Colorado. These mining properties include leased land in the states of Colorado and Utah. The Company is obligated to remit a 1.0% royalty based upon the market value of uranium recovered from these mining properties. None of these mining properties were operational at the date of acquisition. The Companys mining properties acquired on September 16, 2015 that the Company retains as of December 31, 2024 include: Hansen, North Hansen and Hansen Picnic Tree located in Fremont and Teller Counties, Colorado. The Company also acquired the Keota project located in Weld County, Colorado and the Ferris Haggerty project located in Carbon County, Wyoming. These mining assets include both owned and leased land in the states of Utah, Colorado, and Wyoming. All of the mining assets represent properties which have previously been mined, to different degrees, for uranium. As the Company has not formally established proven or probable reserves on any of its properties, there is inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. F-14 **** WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **** **NOTE 4 Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued** During the years ended December 31, 2024 and 2023, Western made purchases of $3,395,888 and $2,404,440, to increase the Companys mining and processing capacities. During the years ended December 31, 2024 and 2023, depreciation expense was $613,610 and $262,832, respectively, which was included in mining expenditures on the Companys consolidated statements of operations and other comprehensive loss. **Mustang Mineral Mill Site** **** On October 1, 2024, Western, through its wholly owned subsidiary, Western Utah, executed a binding stock purchase agreement (the PRC Agreement) to purchase 100% of the shares of PRC from a private investor group and thereby acquire Mustang, which is a wholly owned subsidiary of PRC. Mustang owns an 880-acre property located in Montrose County, Colorado, where a uranium processing mill was previously licensed but never constructed. The acquisition becomes the second property that Western has acquired, in addition to the Maverick site in Utah. It also becomes part of Westerns plans for developing and licensing one or more uranium and vanadium processing facilities to process production from its resource properties in Colorado and Utah. The Company assumed an obligation to an unrelated third party to remit a royalty based on the volume of minerals processed through any mineral processing plant located on the property. This transaction was accounted for as the purchase of an asset. George Glasier, the President, CEO and a director of Western, and his wife Kathleen owned 50% of the shares of PRC and Andrew Wilder, a director of Western, indirectly owned 3% of the shares of PRC, and so the transaction was considered a related party transaction. The Companys Board of Directors established an independent committee of the Board comprised of directors who were not considered to have an interest in the transaction, and the independent committee oversaw the negotiation and approved the entering into the PRC Agreement on behalf of the Company. The purchase price consisted of the following components: | Cash paid to sellers, of which $414,584 was paid to George and Kathy Glasier and $24,875 was paid to an affiliate of Andrew Wilder | | $ | 829,167 | | | | Cash paid to retire the principal and interest on the loan the seller had assumed | | | 1,148,125 | | | | Total | | $ | 1,977,292 | | | **** The purchase price was allocated as shown below: | | | | | | | Cash | | $ | 8,781 | | | | Land | | | 1,982,093 | | | | Accrued expenses | | | (13,582 | ) | | | Total | | $ | 1,977,292 | | | F-15 **** WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **** **NOTE 4 Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued** **** **Oil and Gas Lease and Easement** In 2017, the Company entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by the Company on approximately 160 surface acres of the Companys property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty from the lessees revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest. The Company has also received cash payments from the lessee related to the easement that the Company is recognizing incrementally over the eight year term of the easement. On June 23, 2020, the operator elected to extend the oil and gas lease easement for three additional years through July 2023. This was done to provide additional time in order to complete well construction and commence oil and gas production. During 2021, the operator completed a first set of eight (8) wells which commenced oil and gas production by August 2021. During 2022, the operator completed a second set of eight (8) wells which commenced oil and gas production by August 2022. All sixteen (16) wells remain in production and monthly royalty payments will be ongoing in perpetuity as long as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells. During the years ended December 31, 2024 and 2023, the Company recognized aggregate revenue of $183,803 and $431,065, respectively, under these oil and gas lease arrangements. **Asset Retirement Obligations** **** The Companys mines are subject to certain AROs, which the Company has recorded as liabilities. The AROs of the United States mines are subject to legal and regulatory requirements, and estimates of the costs of asset retirement obligations are reviewed periodically by the applicable regulatory authorities. The ARO represents the Companys best estimate of the present value of future costs in connection with the mineral properties. During the year ended December 31, 2024, in connection with the Companys San Rafael Mine and Sunday Mine Complex, the Company incurred additional gross and discounted asset retirement obligations of $412,534 and $80,508, respectively. The Company determined the aggregate gross AROs of the mineral properties to be $1,163,978 and $751,444 as of December 31, 2024 and 2023, respectively. The portion of the asset retirement obligations related to the Van 4 Mine, which is in reclamation as of December 31, 2024, and its related restricted cash are included in current liabilities and current assets, respectively, at a value of $75,057. During the year ended December 31, 2024, the Companys internal mining operations team has been performing the Van 4 Mine reclamation work, and the State of Colorado has not yet reduced the associated asset retirement obligation amount. The Companys asset retirement obligations are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory authorities. The asset retirement obligations represent the Companys estimate of the present value of future reclamation costs, discounted using a credit adjusted risk-free interest rates of 5.4% for the years ended December 31, 2024 and 2023. The net discounted aggregated values as of December 31, 2024 and 2023 were $410,098 and $316,619, respectively. On September 17, 2024 and March 13, 2025, the Company remitted $61,403 and $351,131, respectively in connection with the aforementioned 2024 incremental AROs. Financial warranties to secure AROs as of December 31, 2024 and 2023 were $812,993 and $751,444, respectively. F-16 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **NOTE 4 PROPERTY, PLANT & EQUIPMENT AND MINERAL PROPERTIES, NET AND KINETIC SEPARATION INTELLECTUAL PROPERTY, CONTINUED** **Asset Retirement Obligations, continued** Asset retirement obligation activity consists of: | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Beginning balance as of January 1 | | $ | 316,619 | | | $ | 300,276 | | | | Adjustment to asset retirement obligations | | | 80,508 | | | | 4,035 | | | | Accretion | | | 12,971 | | | | 12,308 | | | | Ending balance as of December 31 | | $ | 410,098 | | | $ | 316,619 | | | | Less: Asset retirement obligations, current portion | | | 75,057 | | | | 75,057 | | | | Asset retirement obligations, net of current portion | | $ | 335,041 | | | $ | 241,562 | | | **** **Topaz Mine Permitting Status** **** Upon an order from the Mined Land Reclamation Board (MLRB) in March 2023, the Topaz Mine was put into reclamation which is scheduled to be completed by March 2028. The Company has been working toward the completion of an updated Topaz Mine Plan of Operations (Topaz Mine Plan), which is a separate federal requirement of the U.S. Bureau of Land Management (BLM) for the conduct of mining activities on the federal land at the Topaz Mine. This is a prerequisite to re-permit the Topaz Mine with Colorados DRMS. In connection with the Topaz Mine Plan, an environmental assessment was prepared by an outside consultant and submitted to the BLM on June 24, 2024. The BLM issued a letter to the Company on August 2, 2024 advising that the application for the Topaz Mine Plan had run past its allowed evaluation period and was cancelled. Pursuant to the Fiscal Responsibility Act of 2023, each permitting project has a one year time limit for the BLM to complete a review. Under the transitional rules, the Topaz project was not eligible for an extension due to its duration. However, the project can be resubmitted and be picked up where it was left off. The re-scoping process will need to be repeated to start the one year time clock. Consultants have completed new work toward gathering additional inputs for the BLM resubmission, but have not yet restarted the BLM clock by making an amended submission. **** **San Rafael Permitting Status** **** The San Rafael Uranium Project, located in Emery County, Utah, is being developed as the Companys second production facility. During the second quarter 2024, Western submitted a Notice of Intent to the BLM that was approved for a mineral and groundwater exploration project. During the third quarter of 2024, Utahs Division of Oil, Gas & Mining gave its approval of the exploration permit application and the Company posted a $61,403 Financial Guarantee of reclamation costs with the BLM. Following the completion of repairs to access roads, the phase 1 drilling program is eligible to begin. Initially, groundwater monitoring wells will be installed at five drilling locations, reaching depths of approximately 1,000 feet. During the borehole completion process, mineralization will also be assessed and confirmed against historical drill data. This project will provide the baseline data needed for permitting application submission. **Kinetic Separation Intellectual Property** The Kinetic Separation intellectual property was acquired in Westerns acquisition of Black Range on September 16, 2015. Previously Black Range acquired its Kinetic Separation assets in the dissolution of a joint venture on March 17, 2015, through the acquisition of all the assets of the joint venture and received a 25-year license to utilize all of the patented and unpatented technology owned by the joint venture. The technology license agreement for patents and unpatented technology became effective as of March 17, 2015, for a period of 25 years, until March 16, 2040. There are no remaining license fee obligations, and there are no future royalties due under the agreement. The Company has the right to sub-license the technology to third parties. The Company may not sell or assign the Kinetic Separation license; however, the license could be transferred in the case of a sale of the Company. The Company has developed improvements to Kinetic Separation during the term of the license agreement and retains ownership of, and may obtain patent protection on, any such improvements developed by the Company. F-17 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **NOTE 4 PROPERTY, PLANT & EQUIPMENT AND MINERAL PROPERTIES, NET AND KINETIC SEPARATION INTELLECTUAL PROPERTY, CONTINUED** **Kinetic Separation Intellectual Property, continued** The Kinetic Separation patent was filed on September 13, 2012 and granted on February 14, 2014 by the United States Patent Office. The patent is effective for a period of 20 years until September 13, 2032. This patent is supported by two provisional patent applications. The provisional patent applications expired after one year but were incorporated in the U.S. Patent by reference and claimed benefit prior to their expirations. The status of the patent and two provisional patent applications has not changed subsequent to the 2014 patent grant. The Company has the continued right to use any patented portion of the Kinetic Separation technology that enters the public domain subsequent to the patent expiration. The Company anticipates Kinetic Separation will improve the efficiency of the mining and processing of the sandstone-hosted mined material from Westerns conventional mines through the separation of waste from mineral bearing-ore, potentially reducing transportation, mill processing, and mill tailings costs. Kinetic Separation is not currently in use or being applied at any Company mines. The Company views Kinetic Separation as a cost saving technology, which it will seek to incorporate subsequent to commencing scaled production levels. There are also alternative applications, which the Company has explored. **** **NOTE 5 Accounts Payable and Accrued Liabilities** Accounts payable and accrued liabilities consist of: | | | As of December 31, | | | | | | 2024 | | | 2023 | | | | Trade accounts payable | | $ | 515,532 | | | $ | 562,831 | | | | Accrued liabilities | | | 156,509 | | | | 198,292 | | | | Total accounts payable and accrued liabilities | | $ | 672,041 | | | $ | 761,123 | | | **** **NOTE 6 SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS** **** **Authorized Capital** **** The holders of the Companys common shares are entitled to one vote per share. Holders of common shares are entitled to ratably receive such dividends, if any, as may be declared by the board of directors, out of legally available funds. Upon the liquidation, dissolution, or winding down of the Company, holders of common shares are entitled to share ratably in all assets of the Company that are legally available for distribution. As of December 31, 2024 and 2023, an unlimited number of common shares were authorized for issuance. **Private Placements** **** On November 20, 2024, the Company closed a private placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. The aggregate gross proceeds raised in the private placement amounted to $3,897,166 (CAD $5,468,636) and proceeds net of issuance costs were $3,546,870 (CAD $4,975,966). Each unit is comprised of one common share of Western and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $1.27 (CAD $1.78) per share for a period of four years following the closing date of the private placement. On December 12, 2023, the Company closed a non-brokered private placement of 5,215,828 units at a price of $1.02 (CAD $1.39) per unit. The aggregate gross proceeds raised in the private placement amounted to $5,324,989 (CAD $7,250,000) and proceeds net of issuance costs amounted to $4,836,867 (CAD $6,588,089). Each unit consisted of one common share plus one half of one warrant. Each warrant is exercisable into one share at a price of $1.38 (CAD $1.88) per common share for a period of four years following the closing date of the private placement. A total of 5,215,828 common shares and warrants to purchase 2,607,913 common shares were issued to investors in connection with the private placement. **Warrant Exercises** **** During the years ended December 31, 2024 and 2023, an aggregate of 5,198,540 and 1,165,450 warrants were exercised for total proceeds of $4,605,458 (CAD $6,238,248) and $1,004,044 (CAD $1,358,565), respectively. F-18 **** WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **** **NOTE 6 SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED** **** **Warrant Modification** **** On November 28, 2024, The Companys Board approved amendments to extend the term and reduce the exercise price of 2,868,541 previously issued common share purchase warrants. These warrants, originally issued during December 2021 and January 2022, had initial exercise prices of $1.94 (CAD $2.50) and $2.00 (CAD $2.50) per share, respectively, and were set to expire three years post-issuance. Effective November 28, 2024, the term was extended to January 20, 2026, a date that is less than five years since the original date of issuance. Effective February 27, 2025 the exercise price was reduced to $1.39 (CAD $2.00), the date upon which the Canadian Securities Exchange (CSE) accepted the warrant repricing and the amended Form 13 filing was approved for filing. During the year ended December 31, 2024, the Company recorded an incremental fair value of $184,308 arising from the extension of the term. On February 27, 2025, the Company recorded an incremental fair value of $104,840 for the modification of the exercise price. The cost of the warrant modifications was accounted for as a cost of raising capital. This modification was granted to facilitate the raising of additional equity capital by extending the exercise period and lowering the exercise price, thereby providing warrant investors with more time and incentive to exercise their warrants. **Incentive Stock Option Plan** The Company maintains an Incentive Stock Option Plan (the Plan) that permits the granting of stock options as incentive compensation. The purpose of the Plan is to attract, retain, and motivate directors, management, staff, and consultants by providing them with the opportunity, through stock options, to acquire a proprietary interest in the Company and benefit from its growth. The Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed 10% of the issued and outstanding common shares at the time stock options are granted. As of December 31, 2024, a total of 59,382,696 common shares were outstanding. As of December 31, 2024, the maximum number of stock options eligible to be issued under the Plan would be 5,938,269 and net of 5,723,336 options outstanding as of December 31, 2024, there remain 214,933 stock options available to be issued under the Plan. **** **Shareholder Rights Plan** **** On May 24, 2023, the Company adopted and on June 29, 2023, the shareholders approved a shareholder rights plan, which is designed to ensure the fair treatment of shareholders in connection with any take-over bid for the Company and to provide the Board of Directors and shareholders with sufficient time to fully consider any unsolicited takeover bid (the Shareholder Rights Plan). The Shareholder Rights Plan also provides the Board of Directors with time to pursue, if appropriate, other alternatives to maximize shareholder value in the event of a takeover bid. Pursuant to the terms of the Shareholder Rights Plan subject to a triggering event as defined in the Shareholder Rights Plan and as determined by the Board of Directors, rights (the Rights) will be issued to holders of Common Shares at a rate of one Right for each Share outstanding. **** **Stock Options** **** On December 20, 2023, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,525,000 common shares to individuals consisting of directors and officers of the Company. Each of these options have a term which ends five years from the vesting date, an exercise price of $1.20 (CAD $1.60 as of December 31, 2023) and vest equally in thirds on January 31, 2024, July 31, 2024 and January 31, 2025. On July 14, 2024, the Board of Directors granted an option under the Plan for the purchase of an aggregate of 100,000 common shares to a director of the Company. This option has a term which ends five years from the vesting date, an exercise price of $1.47 (CAD $2.00 as of July 14, 2024) and vests one half on each of July 31, 2024 and January 31, 2025. On November 24, 2024, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,375,000 common shares to individuals consisting of directors and officers of the Company. Each of these options have a term which ends five years from the vesting date, an exercise price of $0.94 (CAD $1.32 as of November 29, 2024) and vest equally in thirds on January 31, 2025, July 31, 2025 and January 31, 2026. During the year ended December 31, 2023, the Company issued18,246 common shares pursuant to the cashless exercise ofan option to purchase 50,000 common shares with an exercise price of $0.75 (CAD $1.00 as of December 31, 2023). During the year ended December 31, 2024, the Company issued 39,161 common shares pursuant to the cashless exercise of an option to purchase 166,664 common shares with an exercise price $0.79 (CAD $1.03). F-19 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **NOTE 6 SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED** **** **Stock Options, continued** The Company utilized the Black-Scholes option pricing model to determine the fair value of this grant, using the assumptions as outlined below: | | | For the years ended | | | | | | December31, 2024 | | | December31, 2023 | | | | Stock Price | | | CAD $1.29 $2.00 | | | | CAD $1.56 | | | | Exercise Price | | | CAD $1.32 $2.00 | | | | CAD $1.60 | | | | Dividend Yield | | | 0 | % | | | 0 | % | | | Expected Volatility | | | 75% - 88 | % | | | 90.9% - 96.1 | % | | | Weighted Average Risk-Free Interest Rate | | | 4.31 | % | | | 4.06 | % | | | Expected life (in years) | | | 2.55 3.69 | | | | 2.62 3.62 | | | | | | Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average ContractualLife (Years) | | | Intrinsic Value | | | | Outstanding January 1, 2024 | | | 4,917,666 | | | $ | 1.22 | | | | 3.85 | | | $ | 214,875 | | | | Granted | | | 1,475,000 | | | | 0.98 | | | | | | | | | | | | Forfeited and expired | | | (502,666 | ) | | | 1.50 | | | | | | | | | | | | Exercised | | | (166,664 | ) | | | 0.79 | | | | | | | | | | | | Outstanding December 31, 2024 | | | 5,723,336 | | | $ | 1.14 | | | | 3.80 | | | $ | - | | | | Exercisable December 31, 2024 | | | 3,823,328 | | | $ | 1.20 | | | | 2.98 | | | $ | - | | | The Companys stock-based compensation expense (net of the effect of forfeitures) related to stock options for the year ended December 31, 2024 was $1,142,541 of which $251,557 and $890,984 was included in mining expenditures and general and administrative expenses, respectively, on the Companys consolidated statements of operations and other comprehensive loss. The Companys stock-based compensation expense related to stock options for the year ended December 31, 2023 was $429,429, of which $78,874 and $350,555 was included in mining expenditures and general and administrative expenses, respectively, on the Companys consolidated statements of operations and other comprehensive loss. As of December 31, 2024, there was approximately $597,448 of unrecognized share-based compensation for unvested stock options, which is expected to be recognized over a weighted average period of 0.44 years. **** **Warrants** | | | Number of Shares | | | Weighted Average Exercise Price | | | Weighted Average Contractual Life (Years) | | | Intrinsic Value | | | | | | | | | | | | | | | | | | | Outstanding January 1, 2024 | | | 10,804,539 | | | $ | 1.30 | | | | 1.31 | | | $ | 1,576,511 | | | | Issued | | | 4,142,906 | | | | 1.27 | | | | | | | | | | | | Exercised | | | (5,198,540 | ) | | | 0.95 | | | | | | | | | | | | Expired/Forfeited | | | (30,560 | ) | | | 1.06 | | | | | | | | | | | | Outstanding December 31, 2024 | | | 9,718,345 | | | $ | 1.52 | | | | 2.76 | | | $ | - | | | | Exercisable December 31, 2024 | | | 9,718,345 | | | $ | 1.52 | | | | 2.76 | | | $ | - | | | F-20 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **Note 7 Mining Expenditures** | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Mining costs | | $ | 2,668,625 | | | $ | 1,453,063 | | | | Permits | | | 125,434 | | | | 107,989 | | | | Labor and related benefits | | | 2,486,443 | | | | 1,383,074 | | | | Royalties | | | 4,638 | | | | 7,453 | | | | Total mining expenses | | $ | 5,285,140 | | | $ | 2,951,579 | | | **** **Joint Venture** During February 2024, PRM entered into a joint venture agreement with Rimrock Exploration and Development Inc. (Rimrock) to explore, develop and mine (the Mining Operations) certain uranium and vanadium permitted mines and mining claims located in Colorado and owned by Rimrock (the JV). Pursuant to the terms of the JV, Rimrock contributed certain assets into the JV and PRM contributed $200,000 (the Initial Contribution) to be used to fund the Mining Operations. Thereafter, each party will own a 50% interest in the assets of the JV. During the initial phase of the JV, Rimrock will be the operator and the permits and licenses for the operator will remain in the name of Rimrock. The JV intends to sell the mined material to the Company under terms to be determined. During the term of the JV, PRM will pay the costs of the Mining Operations and will be entitled to recover 50% of such costs subsequent to the contribution of the full amount of the Initial Contribution. The JV will fund the recovery payments to be made to PRM from the proceeds of the sale of mined material. During the year ended December 31, 2024, PRM funded an aggregate of $235,210 (inclusive of funding the Initial Contribution) to the JV, which was expensed to mining expenditures within the consolidated statements of operations and other comprehensive loss and reflected within mining cost in the table above. The Company has completed its earn-in through the Initial Contribution and now owns a 50% interest in the assets of the JV. **** **NOTE 8 Related Party Transactions AND BALANCES** The Company has transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows: Prior to the acquisition of Black Range, Mr. George Glasier, the Companys CEO, who is also a director of the Company (Seller), transferred his interest in a former joint venture with Ablation Technologies, LLC to Black Range. In connection with the transfer, Black Range issued 25 million shares of Black Range common stock to Seller and committed to pay $309,138 (AUD $500,000) to Seller within 60 days of the first commercial application of the Kinetic Separation technology. The Company assumed this contingent payment obligation in connection with the acquisition of Black Range. At the date of the acquisition of Black Range, this contingent obligation was determined to be probable. Since the deferred contingent consideration obligation is probable and the amount is estimable, the Company recorded the deferred contingent consideration as an assumed liability in the amount of $309,138 and $340,650 as of December 31, 2024 and 2023, respectively. The Company has multiple lease arrangements with Silver Hawk Ltd., an entity which is owned by George Glasier and his wife Kathleen Glasier. These leases, which are all on a month-to-month basis, are for the rental of office, workshop, warehouse and employee housing facilities. The Company incurred rent expense of $106,500 and $71,700 in connection with these arrangements for the years ended December 31, 2024 and 2023, respectively. The Company is obligated to pay Mr. Glasier for reimbursable expenses in the amount of $83,554 and $84,040, included within accounts payable and accrued liabilities, as of December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company purchased approximately $9,000 and $25,800 of mining related equipment from Silver Hawk Ltd, respectively. See Note 4 Property, Plant & Equipment and Mineral Properties, Net and Kinetic Separation Intellectual Property. F-21 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **** **Note 9 Income Taxes** The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: | | | As of December 31, | | | | | 2024 | | | 2023 | | | | Deferred tax assets: | | | | | | | | | Net operating loss carryovers | | $ | 8,493,862 | | | $ | 6,985,894 | | | | Marketable securities | | | - | | | | 13,646 | | | | Amortization capitalized cost | | | 1,446,396 | | | | 925,249 | | | | Stock-based compensation | | | 778,953 | | | | - | | | | Unrealized foreign exchange | | | 106,996 | | | | 20,192 | | | | Accretion expense | | | 12,623 | | | | 9,899 | | | | Charitable contributions | | | 1,784 | | | | - | | | | Deferred tax assets, gross | | | 10,840,614 | | | | 7,954,880 | | | | | | | | | | | | | | | Less: valuation allowance | | | (8,336,707 | ) | | | (5,602,952 | ) | | | Deferred tax assets, net | | | 2,503,907 | | | | 2,351,928 | | | | | | | | | | | | | | | Deferred tax liabilities: | | | | | | | | | | | Property and equipment | | | (4,777,770 | ) | | | (4,758,757 | ) | | | Amortization annual expense | | | (435,024 | ) | | | (302,058 | ) | | | | | | | | | | | | | | Deferred tax liabilities, net | | $ | (2,708,887 | ) | | $ | (2,708,887 | ) | | The change in the Companys valuation allowance is as follows: | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Beginning of year | | $ | 5,602,952 | | | $ | 3,688,584 | | | | Increase in valuation allowance | | | 2,733,755 | | | | 1,914,368 | | | | End of year | | $ | 8,336,707 | | | $ | 5,602,952 | | | A reconciliation of the provision for income taxes with the amounts computed by applying the statutory federal income tax rate to income from operations before the provision for income taxes is as follows: | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | U.S. federal statutory rate | | | (21.0 | )% | | | (21.0 | )% | | | State and foreign taxes | | | - | % | | | - | % | | | Permanent differences | | | | | | | | | | | Stock-based compensation | | | - | % | | | 1.9 | % | | | Other | | | 0.1 | % | | | - | % | | | True-up to prior years return | | | (5.7 | )% | | | (24.4 | )% | | | Valuation allowance | | | 26.6 | % | | | 40.3 | % | | | Other | | | - | % | | | 3.2 | % | | | Effective income tax rate | | | - | % | | | - | % | | **** F-22 **** WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **** **Note 9 Income Taxes, Continued** The Company has net operating loss carryovers of approximately $26,092,449 for federal and state income tax purposes and net operating loss carryovers of $14,354,511 for Canadian provincial tax purposes which begin to expire in 2026. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company. Based on losses from inception, the Company determined that as of December 31, 2024 it is more likely than not that the Company will not realize benefits from the deferred tax assets. The Company does not record income tax benefits in the consolidated financial statements until it is determined that it is more likely than not that the Company will generate sufficient taxable income to realize the deferred income tax assets. As a result of the analysis, the Company determined that a deferred tax asset valuation allowance of $8,336,707 and $5,602,952 was required as of December 31, 2024 and 2023, respectively. Internal Revenue Code (IRC) Section 382 imposes limitations on the use of net operating loss carryovers when the share ownership of one or more 5% shareholders (shareholders owning 5% or more of the Companys outstanding capital stock) has increased on a cumulative basis over a period of three years by more than 50 percentage points. Management cannot control any ownership changes that occur. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. The Company has not performed an analysis to determine whether or not such has occurred during either of the years ended December 31, 2024 and 2023. If such ownership change under IRC section 382 had occurred, such change would substantially limit the Companys ability to utilize its net operating loss carryforwards in the future. **** **NOTE 10 FINANCIAL INSTRUMENTS** **** **Fair Values** The Companys financial instruments consist of cash and cash equivalents, restricted cash - current, accounts payable and accrued liabilities. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of these instruments. The Companys financial instruments also incorporate marketable securities that are adjusted to fair value at each balance sheet date based on quoted prices which are considered level 1 inputs. The reclamation deposits, which are reflected in restricted cash on the consolidated balance sheets, are deposits mainly invested in interest bearing certificates of deposit at major financial institutions, and their fair values are estimated to approximate their carrying values. There were no transfers of financial instruments between Levels 1, 2, and 3 during the years ended December 31, 2024 and 2023. **** **Foreign Currency Risk** Foreign currency risk is the risk that changes in the rates of exchange on foreign currencies will impact the financial position or cash flows of the Company. The Companys reporting currency is the United States dollar. The functional currency for Western standalone entity is the Canadian dollar. The Company is exposed to foreign currency risks in relation to certain activity that is to be settled in Canadian funds.Management monitors its foreign currency exposure regularly to minimize the risk of an adverse impact on its cash flows. F-23 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS **(Stated in USD)** **NOTE 10 FINANCIAL INSTRUMENTS, CONTINUED** **Concentration of Credit Risk** Concentration of credit risk is the risk of loss in the event that certain counterparties are unable to fulfil their obligations to the Company. The Company limits its exposure to credit loss on its cash and restricted cash by placing its cash with high credit quality financial institutions. **** **Liquidity Risk** Liquidity risk is the risk that the Companys consolidated cash flows from operations will not be sufficient for the Company to continue operating and discharge is liabilities. The Company is exposed to liquidity risk as its continued operation is dependent upon its ability to obtain financing, either in the form of debt or equity, or achieve profitable operations in order to satisfy its liabilities as they come due. As of December 31, 2024, the Company had working capital of $5,240,584 and cash and cash equivalents of $5,482,631. **Market Risk** Market risk is the risk that fluctuations in the market prices of minerals will impact the Companys future cash flows. The Company is exposed to market risk on the price of uranium and vanadium, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work that the Company will be able to perform, and the number of financing opportunities that will be available. Management believes that it would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks. **NOTE 11 Subsequent event** **** **Ore Purchase Agreement** On April 8, 2025, PRM entered into an Ore Purchase Agreement (the Ore Purchase Agreement) with subsidiaries of Energy Fuels Inc. (Purchaser). The Ore Purchase Agreement is for a one year period and provides for the delivery of up to 25,000 short tons of uranium bearing ore to the White Mesa Mill in Blanding, Utah. PRM shall make deliveries at its own cost and the purchase price per ton will be based upon the average grade of uranium of each lot, and other qualifying conditions. Within 30 days after each lot is closed, Purchaser shall pay to PRM an 85% provisional payment calculated based upon the sampled grade and an agreed upon pricing schedule. Within 30 days after each lot is fed to processing, the Purchaser shall pay to PRM a final settlement payment calculated based upon the assayed grade and the agreed upon pricing schedule, net of a royalty, pursuant to a previously existing royalty agreement with the Purchaser. **** F-24