What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-04-15 compared with 2020-04-14 · 367 added, 333 removed, 103 unchanged (87% of the section changed)

Uranium & Vanadium Corp.

(formerly known as Western Uranium Corporation) was incorporated in December 2006 under the Ontario

Business Corporations Act and was formerly a non-listed reporting issuer subject to the rules and regulations of the Ontario Securities

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 issued and outstanding shares of Pinon Ridge Mining LLC (“PRM”),

a Delaware limited liability company.

The transaction constituted a reverse takeover of Western by PRM.

After obtaining appropriate

shareholder approvals, the Company subsequently reconstituted its Board of Directors and senior management team.

August 18, 2014, the Company closed on the purchase of certain mining properties in Colorado and Utah from Energy Fuels Holding

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.

Mine Complex is located in western San Miguel County, Colorado.

CORPORATE HISTORY

Western Uranium & Vanadium Corp.

(formerly known as

Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations Act and was formerly a non-listed

reporting issuer subject to the rules and regulations of the Ontario Securities Commission.

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 issued and outstanding shares of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability company.

The transaction

constituted a reverse takeover of Western by PRM.

After obtaining appropriate shareholder approvals, the Company subsequently reconstituted

its Board of Directors and senior management team.

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.

acquisition included the purchase of the Sunday Mine Complex.

The Sunday Mine Complex is located in western San Miguel County,

The complex consists of the following five individual mines:

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.

The Sunday Mine Complex is

where the Company anticipates it would start mining operations.

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.

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 to certain employees, directors and consultants options to purchase

Western common shares.

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.

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.

After the completion of the 2019/2020 project, the Sunday Mine Complex was advanced such

that it is operationally ready to re-start mining operations.

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.

acquisition terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range.

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 to

certain employees, directors and consultants options to purchase Western common shares.

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

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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 technologies (“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.

(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

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In connection

with the transfer, Black Range issued 25 million shares of Black Range common shares to Seller and committed to pay $500,000 AUD

with the transfer, Black Range issued 25 million shares of Black Range common stock to Seller and committed to pay $500,000 AUD

($392,086USD as of December 31, 2020) 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.

assumed this contingent payment obligation in connection with the Black Range Transaction.

The Kinetic Separation process is dramatically different from

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are as follows:

crushing, and separation of waste from minerals (uranium and vanadium), used most effectively,

occurs underground (inside the mine).

Under this approach the costs of moving material

to the surface are less as 85%-90% of the mined material remains underground and is never

brought outside the mine.

radiometric exposure throughout the process due to reduced waste rock on the surface

and after the milling process less tailings.

Overall surface waste material is reduced

and the time duration of material handling is reduced.

costs for transportation of post-kinetically separated material from the mine site to

the mill site because 85-90% of the mined material would not be taken to the mill.

the kinetically separated material reaches the mill, the acid consumption at the mill

and power is much less due to the lower quantity and more concentrated material moving

through the milling process.

● Mining, crushing, and separation of waste from minerals (uranium and vanadium), used most effectively, occurs underground (inside

Under this approach the costs of moving material to the surface are less as 85%-90% of the mined material remains underground

and is never brought outside the mine.

● Less radiometric exposure throughout the process due to reduced waste rock on the surface and after the milling process less

Overall surface waste material is reduced and the time duration of material handling is reduced.

● Lower costs for transportation of post-kinetically separated material because 85-90% of the mined material would not need to

be transported.

● Once the kinetically separated material reaches the mill, the acid consumption at the mill and power is much less due to the

lower quantity and more concentrated material moving through the milling process.

Kinetic Separation can be used on legacy uranium stockpiles

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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.

the estimation of management, Kinetic Separation mining allows the cost of production of uranium to be reduced by 44-53%.

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.”

are headquartered in Ontario, Canada with mining operations in the two U.S.

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

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.

We have three

full-time employees and one part-time employee.

The mailing address of our headquarters is 330 Bay Street, Suite 1400,

Toronto, Ontario, M5H2S8, Canada, and the telephone number is (970) 864-2125.

Our corporate website is located at

http://www.western-uranium.com/.

are an “emerging growth company”

as that term is defined in the Jumpstart Our Business Startups Act (the “JOBS

The JOBS Act defines an “emerging growth company”

as one that had total annual gross revenues of less

than $1,000,000,000 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.

wholly-owned subsidiaries are Western Uranium Corp., Pinon Ridge Mining LLC, Black Range Minerals Limited, 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.

and Black Range Development

is in the business of exploring, developing, mining and production of its uranium and vanadium resource properties.

is an exploration stage company for purposes of Industry Guide 7 of the U.S.

The mailing address of our headquarters is 330 Bay Street, Suite 1400, Toronto, Ontario, M5H2S8, 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”

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 $1,000,000,000 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 Corp., Pinon

Ridge Mining LLC, Black Range Minerals Limited, 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.

and Black Range Development Utah LLC.

Western is in the business of exploring, developing, mining

and production of its uranium and vanadium resource properties.

Western is an exploration stage company for purposes of Industry

Guide 7 of the U.S.

Securities and Exchange Commission (“SEC”).

Industry Guide 7 states that mining companies like ours can be classified into three stages:

Industry Guide 7 states that mining companies like

ours can be classified into three stages:

exploration, development, or production.

Exploration stage includes all companies engaged in the search for mineral deposits, which are not in either the development or

production stage.

In order to be classified as a development or production stage company, the Company must have already established

The Company has not established reserves for purposes of Industry Guide 7.

Exploration stage includes all companies engaged

in the search for mineral deposits, which are not in either the development or production stage.

In order to be classified as a

development or production stage company, the Company must have already established reserves.

The Company has not established reserves

for purposes of Industry Guide 7.

National Instrument 43-101 –

Standards of Disclosure for Mineral

Projects (“NI 43-101”) is a rule of the Canadian Securities Administrators that establishes standards for all public disclosure

a Canadian issuer makes of scientific and technical information concerning mineral projects.

All historical mineral resource estimates

contained in this annual report have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum

classification system.

These standards differ from the mineral property disclosure requirements of Industry Guide 7, which, until December

31, 2020, applied to most SEC reporting issuers.

However, on October 31, 2018, the SEC adopted changes to modernize the mineral property

disclosure requirements applicable to SEC registrants.

New subpart 1300 of Regulation S-K (the “SEC Modernization Rules”)

became effective on February 25, 2019 and, for fiscal years beginning on or after January 1, 2021, replaces Industry Guide 7’s disclosure

requirements.

Under the SEC Modernization Rules, consistent with global standards as embodied by the Committee for Reserves International

Reporting Standards (“CRIRSCO”), SEC registrants will be required to disclose specified information concerning mineral resources

that have been identified on their mineral properties.

Consistent with CRIRSCO standards, the SEC Modernization Rules have also added

definitions to recognize measured mineral resources, indicated mineral resources and inferred mineral resources.

Thus, although the SEC

Modernization Rules are not identical to Canada’s NI 43-101 standards, they are intended to be more consistent with those standards.

Our mineral properties are located in western Colorado and eastern

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production, permitting the San Rafael Project and the commercialization of Kinetic Separation.

Sunday Mine Complex is located in western San Miguel County, Colorado.

The Sunday Mine Complex is located in western San Miguel County,

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.

have acquired a license (“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”

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 others’

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 vision is to become a leading uranium and vanadium developer

and producer.

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”

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 others’

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 vision is to become a leading uranium and vanadium developer and

Our strategy is to build value for stockholders by advancing our projects towards scaled-up production.

in vanadium price levels during 2017/2018 has increased the relative importance of this resource to the Company.

Hence, Western

is increasingly able to baseload mine production with vanadium as a co-product.

As a result, during 2019 Western implemented a

mine re-opening project at the Sunday Mine Complex to identify high-grade vanadium ore, followed by bulk sampling and development

Active mining was conducted and the extracted ore was stockpiled underground in the mines.

The project has continued

in 2020 as multiple surface infrastructure projects were completed to meet Colorado Division of Reclamation, Mining and Safety

(CRDMS) requirements.

Completion of the CDRMS prerequisites will enable the newly mined and stockpiled underground ore to be brought

to the surface in 2020.

Ore pad construction, the last of the surface projects, was completed;

however, CDRMS inspection has been

delayed due to a no-travel policy which was instituted in response to the COVID-19 outbreak.

The Company holds an exclusive 25-year

license to use Kinetic Separation, a proven technology that we anticipate will improve the efficiency of the mining from Western’s

sandstone-hosted ore.

The increase in vanadium

price levels during 2017/2018 increased the relative importance of this resource to the Company.

Hence, Western is increasingly able to

baseload mine production with vanadium as a co-product.

As a result, during 2019 Western implemented a mine re-opening project at the

Sunday Mine Complex to identify high-grade vanadium ore, followed by bulk sampling and development drilling.

Active mining was conducted

and the extracted ore was stockpiled underground in the mines.

The project has continued in 2020 as multiple surface infrastructure projects

were completed to meet Colorado Division of Reclamation, Mining and Safety (CDRMS) requirements.

Completion of the CDRMS prerequisites

has enabled the newly mined and stockpiled underground ore to be brought to the surface.

Ore pad construction, the last of the surface

projects, was completed;

however, its final inspection approvals were delayed until May 2020 due to the COVID-19 outbreak.

holds an exclusive 25-year license to use Kinetic Separation, a proven technology that we anticipate will improve the efficiency of the

mining from Western’s sandstone-hosted ore.

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.

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;

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in the sale of Western or the subsidiary holding the license.

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.

May 4, 2018, the Company completed a private placement of 909,622 units at a price of CAD $0.68 (USD $0.53) per unit for gross

proceeds of CAD $618,543 (USD $481,560).

Each unit consisted of one common share and a warrant to purchase one-half of one common

Each warrant is exercisable at a price of CAD $1.15 and expires two years from the date of issuance.

July 27, 2018, the Company completed a private placement of 2,525,526 units at a price of CAD $0.68 (USD $0.52) per unit for gross

proceeds of CAD $1,717,358 (USD $1,319,096).

Each unit consisted of one common share and a warrant to purchase one-half of one

common share.

Each warrant is exercisable at a price of CAD $1.15 and expires two years from the date of issuance.

August 9, 2018, the Company completed a private placement of 1,907,088 units at a price of CAD $0.68 (USD $0.52) per unit for

gross proceeds of CAD $1,296,820 (USD $1,000,000).

Each unit consisted of one common share and a warrant to purchase one-half

of one common share.

Each warrant is exercisable at a price of CAD $1.15 and expires two years from the date of issuance.

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 April 16, 2019, the Company completed a private placement

of 3,914,632 units at a price of CAD $0.98 (USD $0.73) per unit for net proceeds of CAD $3,836,340 (USD $2,856,356).

consisted of common share and a warrant to purchase one-half of one common share.

Each warrant is exercisable at a price of CAD

$1.70 and expires three years from the date of issuance.

consisted of one common share and a warrant to purchase one-half of one common share.

Each warrant is exercisable at a price of

CAD $1.70 and expires three years from the date of issuance.

On June 17, 2019, the Company completed a private placement

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and expires three years from the date of issuance.

the year ended December 31, 2019, the Company issued an aggregate of 4,106,910 common shares in connection with these private

During the year ended December 31, 2019, the Company issued

an aggregate of 4,106,910 common shares in connection with these private placements.

On February 16, 2021, the Company closed

on a non-brokered private placement (the “Private Placement”) of 3,250,000 units (the “Units”) at a price

of CAD $0.80 per Unit.

The aggregate gross proceeds raised in this Private Placement amount to CAD $2,600,000.

Each Unit consists of one common share

of Western (a “Share”) plus one common share purchase warrant of Western (a “Warrant”).

Each warrant entitled

the holder to purchase one Share at a price of CAD $1.20 per Share for a period of three years following the closing date of the

Private Placement.

A total of 3,250,000 Shares and 3,250,000 Warrants were issued in the Private Placement.

On March 1, 2021, the Company closed on

a non-brokered private placement (the “Private Placement”) of 3,125,000 units (the “Units”) at a price

of CAD $0.80 per Unit.

The aggregate gross proceeds raised in this Private Placement amount to CAD $2,500,000.

Each Unit consists of one common share

of Western (a “Share”) plus one common share purchase warrant of Western (a “Warrant”).

Each warrant entitled

the holder to purchase one Share at a price of CAD $1.20 per Share for a period of three years following the closing date of the

Private Placement.

A total of 3,125,000 Shares and 3,125,000 Warrants were issued in the Private Placement.

Uranium/Vanadium Production

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with the goal of beginning production as expeditiously as possible once market conditions for uranium and/or vanadium were favorable.

The recent vanadium price rally brought about those conditions, thus catalyzing the Sunday Mine Complex project.

Western reinitiated

active mining operations at the Sunday Mine Complex project with its infrastructure and exploratory projects, which culminated

in the commencement of production with the mining and stockpiling of the extracted uranium/vanadium ore.

The well maintained existing

infrastructure from years of previous production allowed the Company to quickly advance the mine to production ready status.

the mining team refocused on surface infrastructure projects required by the CDRMS, the mines were shut;

mining operations and

transporting extracted ore to the surface could commence after CDRMS inspection of the newly constructed ore pads.

The impact of

COVID-19 has become an additional timing consideration.

The 2018 vanadium price rally brought about those conditions for a period, thus catalyzing the Sunday Mine Complex project.

reinitiated active mining operations at the Sunday Mine Complex project with its infrastructure and exploratory projects, which

culminated in the commencement of production with the mining and stockpiling of the extracted uranium/vanadium ore.

The well maintained

existing infrastructure from years of previous production allowed the Company to quickly advance the mine to a production ready

As the mining team refocused on surface infrastructure projects required by the CDRMS, the mines were shut;

mining operations

and transporting extracted ore to the surface were delayed pending the inspection of the newly constructed ore pads and the completion

of a COVID-19 delayed permit hearing.

The impact of COVID-19 delayed a re-start beyond 180 days, thus in October 2020 each of the

five Sunday mines were put back into Temporary Cessation.

With the decline in vanadium prices during calendar year 2019, the economics

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The recent rally in uranium prices has become an increasingly important driver for scaled up production.

believes that its mineral resources have a reasonable prospect for economic extraction.

However, the Company has not yet completed

a Preliminary Economic Assessment (“PEA”).

MARKET OUTLOOK

World demand for clean, reliable, and affordable electricity is

Given the expected construction of nuclear reactors and the expected growth of nuclear energy, we believe that the future

for uranium is positive.

Further, recently announced production cuts in response to COVID-19 by four global uranium producers has

been projected to take approximately 50% of the 2020 uranium production offline, which will reduce available supply.

232 petition and Nuclear Fuel Working Group process has the potential to increase U.S.

domestic uranium production and create economic

pricing levels for U.S.

Western believes that its mineral resources have a reasonable

prospect for economic extraction.

However, the Company has not yet completed a Preliminary Economic Assessment (“PEA”).

URANIUM MARKET OUTLOOK

World demand for clean, reliable, and affordable electricity is growing.

Given the expected construction of nuclear reactors and the expected growth of nuclear energy, we believe that the future for uranium

Further, 2020 production cuts in response to COVID-19 at peak sidelined approximately 50% of annual global uranium production.

implementation of the U.S.

Uranium Reserve program and the Biden administration’s emphasis on climate change have the

potential to increase U.S.

domestic uranium demand and create economic pricing levels for U.S.

domestic producers.

We believe these factors will provide the price levels needed to support the additional

production and supply that will be required.

Currently, excess (secondary) supplies are being drawn down, and additional primary

production will be needed to meet long-term demand.

Once prices rise, it may be difficult for most suppliers to

respond in a timely manner, as it requires many years of permitting and development to bring new mines into production.

times will put further upward pressure on prices.

Western has a competitive advantage, as our mining properties are

permitted and ready to scale-up production on short notice.

Despite current market uncertainty and depressed prices, we believe

we have begun to see certain early signs of a market recovery;

the spot uranium price declined from $29 to $24 during 2019, but

has quickly rebounded to $29 in response to the COVID-19 production cuts.

Japanese utilities have 42 nuclear reactors in the process

of restarting (according to the World Nuclear Association (“WNA”)).

According to data from the WNA, Chinese utilities

continue to aggressively build new reactors and buy uranium, with the goal of having more nuclear capacity than any country except

the USA and France by 2020.

In total, according to the WNA, there are about 50 new reactors under construction in 13 countries

and in all there are about 160 reactors on order or being planned, and over 300 more are proposed.

However, in the short- and medium-terms, market challenges remain.

The world continues to be oversupplied with uranium, mainly due to large quantities of secondary uranium supplies, high levels

of excess inventories, premature reactor shutdowns, delays in new reactor construction, and decreased demand due to Japanese reactors

remaining offline for longer than expected.

In addition, there is a great deal of uncertainty in uranium prices regarding the timing

and level of the recovery, as fundamental, political, technical, and other factors could cause prices to be significantly above

or below currently expected ranges.

In the United States, an investigation under Section 232 of

the Trade Expansion Act of 1962 (U.S.) was undertaken in 2018 to assess the impact to national security of the importation

of the vast majority of uranium utilized by the ~100 operating civilian nuclear reactors within the United States.

of Commerce provided a report containing a recommendation to the White House in April 2018;

President Trump considered the findings

of the Section 232 report and disseminated a Presidential Memoranda on July 12, 2019.

At that time, the President did not implement

the quota solution proposed by the petitioners.

Instead, to address the concerns of the Department of Commerce, the President formed

Nuclear Fuel Working Group (“NFWG”) and charged them with finding solutions for reviving and expanding domestic

nuclear fuel production and reinvigorating the entire nuclear fuel supply chain.

The group was required to submit a report containing

findings and recommendations on or before October 10, 2019, but President Trump granted a 30 day extension on the delivery of that

As a first step in addressing this issue, President Trump’s Fiscal Year 2021 budget, released February 10, 2020,

included a $150 million line item each year for the next decade to establish a Uranium Reserve.

In a February 27, 2020 hearing

Energy Secretary Dan Brouillette stated the NFWG was preparing to release its recommendations on the upcoming Monday or Tuesday.

Notably, the timing was such that it immediately preceded the Coronavirus outbreak which has become the near exclusive focus of

the Trump Administration and all levels/branches of government.

As of the day that is one day before the filing of this report,

there has been no official U.S.

government update as to the status or content of the NFWG’s report.

Since neither the Department

of Commerce nor NFWG reports compiled for the White House have been shared with Congress, in February Congress called for the Department

of Energy to oversee the compilation of a report on Key Challenges in Reconstituting Uranium Mining and Conversion Capabilities

in the United States.

The extended deadline for industry to supply responses to the Request For Information was March 30, 2020.

Thus, three separate initiatives have been pursued by the U.S.

The Company has participated at each stage of this process

and its efforts are ongoing.

While there is no guarantee as to outcome, we believe the petition

is compelling given the dynamics of uranium markets and the participation of state-owned and state-subsidized entities, which has

caused the shutdown of nearly all U.S.

uranium production.

Further, the question of U.S.

national security now hinges upon the

degree that counterparties in Russia, Kazakhstan, Uzbekistan, and China have infiltrated the U.S.

nuclear fuel cycle.

The underlying

thesis has been increasingly affirmed during the COVID-19 crisis as the U.S.

has been directly damaged by Chinese dependent supply

chains and Russia initiating an oil price war which turned energy into a geopolitical weapon.

A positive outcome would provide

relief for the U.S.

uranium industry whereby U.S.

domestic uranium production should have the opportunity to be sold at a price

above production cost and at a profit to the producer.

Western is one of very few uranium companies holding previously producing

permitted and developed mines in the United States and thus is well positioned to benefit in the short-term from a favorable outcome.

OF THE URANIUM INDUSTRY

We believe these factors

will provide the price levels needed to support the additional production that will be required.

Currently, excess (secondary)

inventory supplies are being drawn down, and additional primary production is forecast to be needed to fulfill the nuclear fuel requirements

of the growing global nuclear reactor fleet.

Once prices rise, it may be difficult for most suppliers to respond

in a timely manner, 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, as our mining properties are permitted and ready to

scale-up production on short notice.

As uranium prices have been depressed for about a decade due to overproduction

and reactor shutdowns subsequent to the impact of the 2011 Fukushima earthquake, investors are positioning in response to early signs

of a market recovery;

the spot uranium price began 2020 at ~$24 and finished the year at ~$30, but had rebounded to a short-term ~$34

high in response to COVID-19 production cuts.

Japanese utilities have nuclear reactors in the process of restarting (according to the

World Nuclear Association (“WNA”)).

According to data from the WNA, 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 WNA, there are

about 50 new reactors under construction in 13 countries and in all there are about 160 reactors on order or being planned, and over 300

more are proposed.

It is projected that ~15 new nuclear reactors will be placed into service in 2021.

During the 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 lead in nuclear power.

In support of the world’s largest nuclear reactor fleet, the U.S.

implementing the recommendations of the Nuclear Fuel Working Group and has extended the Russian Suspension Agreement.

strategic uranium reserve was signed into law to stabilize the U.S.

nuclear fuel cycle by supporting front-end domestic uranium

Department of Energy is establishing program guidelines to initiate 2021 purchases of $75 million of domestic

government pursued the goals of energy independence, solidifying critical minerals supply chains and national

In September 2020, President Trump issued an Executive Order on Addressing the Threat to the Domestic Supply Chain from

Reliance on Critical Minerals from Foreign Adversaries.

Both uranium and vanadium are among the 35 critical minerals identified

as essential to the economic and national security of the United States.

This order mandated that multiple government agencies

undertake studies to develop solutions.

The Biden Administration’s “Plan to Build a Modern Sustainable

Infrastructure and an Equitable Clean Energy Future”

emphasizes climate change solutions.

Upon taking office, the Biden team immediately

rejoined the Paris Climate Accord and continued its pursuit of campaign promises of investments in clean energy, creating jobs producing

clean electric power, and achieving carbon-pollution free energy in electricity generation by 2035.

Since taking office, Biden has reversed

a number of Trump’s pro-fossil fuel energy policies, which is expected to continue as the new administration has given all agencies

climate change initiatives and has already started a climate change working group.

The existing U.S.

nuclear reactor fleet currently produces

in excess of 50% of U.S.

clean energy, and new advanced nuclear technologies promise to generate additional clean energy;

thus, the expectation

is that the post-pandemic infrastructure spending will provide a major boost to clean energy and the nuclear industry will be a beneficiary.

A global supply/demand uranium imbalance is coming to the forefront

as the world continues to deplete the formerly excess inventories.

There are many market and governmental catalysts propelling

investor expectations whose capital is flowing into the sector.

Investors have taken note of constrained global uranium supplies,

improved uranium demand fundamentals, the pace of innovations in nuclear technology, and a global push for climate change solutions.

OVERVIEW OF THE URANIUM INDUSTRY

Spot prices rose from $21 per pound in January 2005 to a high

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A rebound in uranium prices in conjunction with a recovery in commodities in 2010 was curtailed by the Fukushima disaster

Since the Fukushima disaster in 2011, uranium 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 before moving upward in 2017

and ending the year at the higher year over year level of $22 per pound.

Uranium prices continued to steady in 2019 ending at

$25 per pound on December 31, 2019.

only significant commercial use for uranium is as a fuel for nuclear power plants for the generation of electricity.

to the WNA, at the end of February 2018, there were 449 nuclear reactors operable worldwide, with annual requirements of about

143.3 million pounds of uranium.

the reports of leading investment banks, the macroeconomic conditions driving uranium prices are as follows:

WNA reports 55 nuclear reactors under construction with most projects China, India, Russia and South Korea.

Decrease in primary supply due to global producers shutting down mining operations that weren’t profitable at current pricing levels and recent larger production shutdowns in response to COVID-19

Decreasing secondary supplies (excess reserves and supplies generally held by governments and utilities).

The Section 232 Uranium investigation and Nuclear Fuel Working Group outcome.

Increasing uncovered demand opportunities for future uranium demand as nuclear utilities have decreased their contracting levels

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.

In May 2020, spot prices hit a $34 per pound

price before declining to close the year at $30 per pound.

The only significant commercial use for uranium is as a fuel

for nuclear power plants for the generation of electricity.

According to the WNA, at the end of June 2020, there were 440 nuclear

reactors operable worldwide, with annual requirements of about 143.3 million pounds of uranium.

From the reports of leading investment banks, the macroeconomic conditions

driving uranium prices are as follows:

● Advanced nuclear power reactors,

small modular reactors, microreactors, a versatile test reactor, accidental tolerant fuels, and byproduct production of hydrogen were

all extended by the Nuclear Regulatory Commission and Department of Energy,

● Decrease in primary supply due to global producers shutting down mining

operations that weren’t profitable at current pricing levels, depleted mines closing, and large COVID-19 related production shutdowns,

● Lowest uranium production in over

a decade, creating a global supply deficit where production was only about two-thirds of consumption,

● WNA reports there are about 50

large-scale nuclear reactors under construction with 15 projected to be put into service in 2021,

● The announced infrastructure plan

by the Biden Administration will provide a major boost to clean energy and the nuclear industry will be a beneficiary.

Across the ten banks and analysts most active in the sector, a term

structure of rising uranium spot prices which are significantly above today’s prices are forecast almost across the board

from 2020 to 2024.

The Company obtained analyst estimates that were publicly released before the COVID-19 outbreak impacted world

markets and cause global production cuts.

These projected increases are primarily due to two factors.

The first is expected reduction

in uranium production due to the low price environment.

The second is continued growth in nuclear energy, fueled primarily by new

plants with the greatest number located in China, Russia, and India over the next 5 years.

Further, small modular reactors and

advanced reactors are expected to begin coming online during the next decade.

This should lead to excess reserves and inventories

drying up and causing a shortage in the coming years, as historical contracts roll-off.

Recently, due to mine closures in response

to COVID-19, the market price of uranium has increased sharply, in contrast to other commodities.

structure of rising uranium spot prices which are significantly above today’s prices are forecast almost across the board from 2020

These projected increases are primarily due to the projected supply / demand imbalance.

There has been a uranium supply reduction

from both low prices, closures, and COVID-19.

Nuclear energy is a growth industry, fueled primarily by new plants with the greatest number

located in China, Russia, and India over the next 5 years.

Further, small modular reactors and advanced reactors are expected to begin

coming online during the next decade.

This should lead to additional demand, causing a contracting shortage, in the coming years, as historical

contracts roll-off.

Recently, due to mine closures in response to COVID-19, the market price of uranium has increased sharply, in contrast

to other commodities.

Based upon these pricing factors specific to the uranium industry,

30 unchanged sentences

vanadium redox flow batteries (VRFB).

The current vanadium market price is $6.10

per pound as of December 31, 2019 which is a decrease from the December 31, 2018 price when the price was $18.80 per pound.

vanadium supply came online after vanadium prices reached all-time highs.

is global competition for uranium properties, capital, customers and the employment and retention of qualified personnel.

with multiple exploration companies for both properties as well as skilled personnel.

In the production and marketing of uranium,

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.

Section 232 National Security Investigation

of Imports of Vanadium investigation was undertaken by the U.S.

Department of Commerce during 2020.

After a 270 day study period

the investigation was concluded and a report submitted to President Biden on February 22, 2021.

The President has 90 days to decide

if he concurs with the findings and recommendations and determine whether to take an action to mitigate the impairment of national

The current vanadium market price is $7.10 per pound as of December 31,

2020 which is an increase from the December 31, 2019 price when the price was $6.10 per pound.

There is global competition for uranium properties, capital,

customers and the employment and retention of qualified personnel.

We compete with multiple exploration companies for both properties

as well as skilled personnel.

In the production and marketing of uranium, 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.

these organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have.

Our future uranium production may also compete with uranium

7 unchanged sentences

or employees or with alternative uranium sources, it could have a material adverse effect on our results of operations.

respect to sales of uranium, the Company competes primarily based on price.

We will market uranium to utilities and commodity

We are in direct competition with supplies available from various sources worldwide.

We believe we compete with multiple

operating uranium companies.

respect to sales of vanadium, the Company will compete primarily based upon availability and secondarily on price.

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

extraction is regulated by the federal government, states and, in some cases, by Indian 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.

Permits are disclosed on a per mine basis in the “Properties”

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 Indian 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.

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.

and Restoration Costs and Bonding Requirements

the conclusion of conventional mining, a site is decommissioned and reclaimed.

Reclamation involves removing evidence of surface

The reclamation liabilities of the US mines are subject to legal and regulatory requirements.

Estimates of the costs

of reclamation are reviewed periodically by the applicable regulatory authorities.

The reclamation liability represents the Company’s

best estimate of the present value of future reclamation costs in connection with the mineral properties.

The Company determined

the gross reclamation liabilities at December 31, 2019 of the mineral properties to be approximately $897,662.

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 $897,662

to satisfy such regulatory requirements.

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 reclamation liabilities of the US mines are subject

to legal and regulatory requirements.

Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory

The reclamation liability represents the Company’s best estimate of the present value of future reclamation

costs in connection with the mineral properties.

The Company determined the gross reclamation liabilities at December 31, 2020

of the mineral properties to be approximately $906,811.

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 $906,811 to satisfy such regulatory requirements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business