Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 16, 2021, we completed a non-brokered
private placement of 3,250,000 units at a price of CAD $0.80 per unit for aggregate gross proceeds of CAD $2,600,000. Each unit consisted
of one common share plus one common share purchase warrant. Each warrant entitled the holder to purchase one common share at a price of
CAD $1.20 per share for a period of three years. A total of 3,250,000 shares and 3,250,000 warrants were issued in the placement. Only
accredited investors, as defined in Rule 501(a) of Regulation D, participated in the placement. We relied on Rule 506(b) of Regulation
D for offers and sales of the units to both U.S. and non-U.S. subscribers.
On March 1, 2021, we completed a non-brokered
private placement of 3,125,000 units at a price of CAD $0.80 per unit for aggregate gross proceeds of CAD $2,500,000. Each unit consisted
of one common share plus one common share purchase warrant. Each warrant entitled the holder to purchase one common share at a price of
CAD $1.20 per share for a period of three years. A total of 3,125,000 shares and 3,125,000 warrants were issued in the placement. Only
accredited investors, as defined in Rule 501(a) of Regulation D, participated in the placement. We relied on Rule 506(b) of Regulation
D for offers and sales of the units to both U.S. and non-U.S. subscribers.
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 for 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 the Company’s annual report on form 10-K filed on April 15, 2021.
Item
6. Exhibits
Exhibit No.
Description
3.1 *
Certificate of Incorporation, as amended
3.2 *
Amended and Restated Bylaws
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*
Previously filed as an exhibit to the Company’s Form 10 registration statement filed on April 29, 2016 and incorporated herein by reference.
26
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
WESTERN
URANIUM &VANADIUM CORP.
Date: May
17, 2021
By:
/s/
George Glasier
George
Glasier
Chief
Executive Officer
(Principal
executive officer)
Date: May
17, 2021
By:
/s/
Robert Klein
Robert
Klein
Chief
Financial Officer
(Principal
financial and accounting officer)
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.