What changed in this filing

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Item 1. Financial Statements

2021-08-23 compared with 2021-05-17 · 361 added, 850 removed, 395 unchanged (75% of the section changed)

Financial Statements

WESTERN URANIUM

& VANADIUM CORP.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

1 unchanged sentence

(Stated in USD)

March 31, 2021

December 31, 2020

Current assets:

5 unchanged sentences

Restricted cash, net of current portion

Mineral properties and equipment

Mineral properties and equipment, net

Kinetic separation intellectual property

10 unchanged sentences

Total liabilities

Commitments and Contingencies (Note 6)

Shareholders’ Equity

Common shares, no par value, unlimited authorized shares, 36,459,053 and

30,084,053 shares issued as of March 31, 2021 and December 31, 2020, respectively and 36,458,747 and 30,083,747 shares outstanding

as of March 31, 2021 and December 31, 2020, respectively

Treasury shares, 306 and 306 shares held in treasury as of March 31, 2021 and December 31, 2020, respectively

Common shares, no par value, unlimited authorized shares, 38,181,623 and 30,084,053 shares issued as of June 30, 2021 and December 31, 2020, respectively and 38,181,317 and 30,083,747 shares outstanding as of June 30, 2021 and December 31, 2020, respectively

Treasury shares, 306 shares held in treasury as of June 30, 2021 and December 31, 2020

Accumulated deficit

4 unchanged sentences

Total liabilities and shareholders’ equity

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE LOSS

(Stated in USD)

For the Three Months Ended March 31,

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Lease revenue

5 unchanged sentences

Operating loss

( 1,161,940 )

Accretion and interest

Settlement expense

Warrant modification expense

( 1,088,183 )

( 1,806,653 )

Other comprehensive income (expense)

1 unchanged sentence

Comprehensive loss

$ ( 449,680 )

$ ( 1,125,541 )

$ ( 696,330 )

$ ( 1,922,454 )

Net loss per share - basic and diluted

Weighted average shares outstanding, basic and diluted

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS' EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Stated in USD)

5 unchanged sentences

$ ( 11,087,459 )

Private placement - February 16, 2021

Private placement - March 1, 2021

Private placement - February 16, 2021, net of offering costs

Private placement - March 1, 2021, net of offering costs

Foreign exchange gain

1 unchanged sentence

$ ( 11,379,073 )

Proceeds from the exercise of warrants

Foreign exchange gain

Balance as of June 30, 2021

$ ( 11,853,683 )

Balance as of January 1, 2020

4 unchanged sentences

$ ( 9,413,039 )

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

Stock based compensation - stock options

Warrant modification expense

Foreign Exchange gain

( 1,088,183 )

Balance as of June 30, 2020

$ ( 10,501,222 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

For the Three Months Ended March 31,

For the Six Months

Cash Flows From Operating Activities:

$ ( 766,224 )

$ ( 1,806,653 )

Reconciliation of net loss to cash used in operating activities:

Accretion of and additions to reclamation liability

Discontinuation of reclamation liability

Accretion of reclamation liability

Stock based compensation

Warrant modification expense

Change in marketable securities

8 unchanged sentences

Cash Flows From Financing Activities

Proceeds from notes payable

Proceeds from warrant exercises

Issuances of Common shares, net of offering costs

1 unchanged sentence

Effect of foreign exchange rate on cash

Net decrease in cash and restricted cash

Net increase (decrease) in cash and restricted cash

Cash and restricted cash - beginning

Cash and restricted cash - ending

Restricted cash

Restricted cash, current portion

Restricted cash, noncurrent

Supplemental disclosure of cash flow information:

Cash paid during the period for:

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

NOTE 1 – BUSINESS

Nature of operations

Western Uranium & Vanadium Corp.

(“Western”

or the “Company”, formerly Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations

On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (“CSE”).

that process, the Company acquired 100% of the members’

interests of Pinon Ridge Mining LLC (“PRM”), a Delaware limited

or the “Company”, formerly Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations

On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (“CSE”).

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

1 unchanged sentence

Effective September 16, 2015, Western

completed its acquisition of Black Range Minerals Limited (“Black Range”).

The Company’s registered office is located

at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8 and its common shares are listed on the CSE under the symbol “WUC.”

On April 22, 2016, the Company’s common shares began trading on the OTC Pink Open Market, and on May 23, 2016, the Company’s

completed its acquisition of Black Range Minerals Limited (“Black Range”).

The Company’s registered office is located

at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8, and its common shares are listed on the CSE under the symbol “WUC.”

On April 22, 2016, the Company’s common shares began trading on the OTC Pink Open Market, and on May 23, 2016, the Company’s

common shares were approved for trading on the OTCQX Best Market.

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”).

On June 28, 2016, the Company’s registration

The Company’s 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

On June 28, 2016, the Company’s registration

statement became effective and Western became a United States reporting issuer.

3 unchanged sentences

On June 29, 2018, the shareholders of the Company

approved the name change of the Company from “Western Uranium Corporation”

to “Western Uranium & Vanadium Corp.”

approved the name change of the Company from “Western Uranium Corporation” to “Western Uranium & Vanadium Corp.”

The name change became effective in Ontario, Canada on October 1, 2018;

thereafter on October 4, 2018 Western’s shares started trading

under the new name on the CSE and OTCQX and the Company announced the name change by news release.

thereafter on October 4, 2018, Western’s shares started

trading under the new name on the CSE and OTCQX, and the Company announced the name change by news release.

2 – Liquidity and going concern

The Company has incurred continuing losses from

its operations and negative operating cash flows from operations and as of March 31, 2021, the Company had an accumulated deficit of $11,379,073

its operations and negative operating cash flows from operations, and as of June 30, 2021, the Company had an accumulated deficit of $ 11,853,683

and working capital of $ 4,855,915 .

Since inception, the Company has met its liquidity

requirements principally through the issuance of notes and the sale of its common shares.

On February 16, 2021, the Company closed on

Since inception, the Company has met its

liquidity requirements principally through the issuance of notes and the sale of its common shares.

On February 16, 2021, the

Company closed on a non-brokered private placement of 3,250,000 units at a price of CAD $ 0.80 per unit.

The aggregate gross proceeds

raised in the private placement amounted to CAD $ 2,600,000 (USD $ 1,950,509 in net proceeds).

On March 1, 2021, the Company closed on

a non-brokered private placement of 3,125,000 units at a price of CAD $ 0.80 per unit.

The aggregate gross proceeds raised in the private

placement amounted to CAD $2,600,000 (USD $1,950,509 in net proceeds).

On March 1, 2021, the Company closed on a non-brokered private

placement of 3,125,000 units at a price of CAD $0.80 per unit.

The aggregate gross proceeds raised in the private placement amounted to

CAD $2,500,000 (USD $1,918,797 in net proceeds).

The Company’s ability to continue its operations

The aggregate gross proceeds raised in the

private placement amounted to CAD $ 2,500,000 (USD $ 1,918,797 in net proceeds).

During the six months ended June 30, 2021, the

Company received $ 1,597,416 in proceeds from the exercise of warrants.

The Company’s ability to continue its operations

and to pay its obligations when they become due is contingent upon the Company obtaining additional financing.

Management’s plans

include seeking to procure additional funds through debt and equity financings, to secure regulatory approval to fully utilize its kinetic

6 unchanged sentences

able to continue to fund its ongoing operations.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern to sustain operations for at least one year from the issuance of these condensed consolidated financial statements.

6 unchanged sentences

– SUMMARY OF Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial

statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the

instructions to Form 10-Q and Rule 10 of Regulation S–X.

Accordingly, they do not include all of the information and notes required

by accounting principles generally accepted in the United States of America.

However, in the opinion of management of the Company, all

adjustments necessary for a fair presentation of the financial position and operating results have been included in these condensed consolidated

financial statements.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial

statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2020,

as filed with the SEC on April 15, 2021.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of

the results that may be expected for any subsequent quarters or for the year ending December 31, 2021.

The accompanying condensed consolidated

financial statements have been prepared in accordance with generally accepted accounting principles in the United States

GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10 of Regulation

Accordingly, they do not include all of the information and notes required U.S.

However, in the opinion of

management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have

been included in these condensed consolidated financial statements.

These condensed consolidated financial statements should be read

in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form

10–K for the fiscal year ended December 31, 2020, as filed with the SEC on April 15, 2021.

Operating results for the three and

six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for any subsequent quarters or for

the year ending December 31, 2021.

The accompanying condensed consolidated financial

8 unchanged sentences

The Company has not established proven or probable reserves, as defined by the United States Securities

and Exchange Commission (the “SEC”) under Industry Guide 7, through the completion of a “final”

or “bankable”

feasibility study for any of its uranium projects.

and Exchange Commission (the “SEC”), through the completion of a “final” or “bankable” feasibility

study for any of its uranium projects.

Exploration Stage

8 unchanged sentences

relating to mine development activities for that particular project are capitalized as incurred.

Companies in the Production Stage as defined

under Industry Guide 7, having established proven and probable reserves and exited the Exploration Stage, 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 in

the Exploration Stage 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 Company’s condensed

consolidated financial statements may not be directly comparable to the financial statements of companies in the Production Stage.

Companies in the Production Stage, having established

proven and probable reserves and exited the Exploration Stage, 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 in the Exploration Stage 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 Company’s condensed consolidated financial statements may not be

directly comparable to the financial statements of companies in the Production Stage.

WESTERN URANIUM & VANADIUM CORP.

8 unchanged sentences

of assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported.

nature, these estimates are subject to measurement uncertainty and the effects on the condensed consolidated financial statements of changes

in such estimates in future periods could be significant.

Significant areas requiring management’s estimates and assumptions include

determining 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 on mineral properties and equipment, deferred contingent consideration,

the reclamation liability, valuation of stock-based compensation, and valuation of available-for-sale securities.

Other areas requiring

estimates include allocations of expenditures, depletion and amortization of mineral rights and properties.

Actual results could differ

from those estimates.

nature, these estimates are subject to measurement uncertainty, and the effects on the condensed consolidated financial statements of

changes in such estimates in future periods could be significant.

Significant areas requiring management’s 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, valuation of stock-based compensation, and valuation of

available-for-sale securities.

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

10 unchanged sentences

exchange rates.

Translation adjustments are included in accumulated other comprehensive loss in the condensed consolidated balance sheets.

Translation adjustments are included in “Accumulated other comprehensive income (loss)” in the condensed consolidated

balance sheets.

Revenue Recognition

1 unchanged sentence

for the exploration and production of oil and gas reserves.

The Company accounts for lease revenue in accordance with 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.

The Company accounts for lease revenue in accordance with Accounting Standards

Codification (“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 payments are recognized as revenues when received.

3 unchanged sentences

Marketable securities are adjusted to fair value at each balance sheet date based on quoted prices which are considered level 1 inputs.

The Company’s operations and financing activities are conducted primarily in United States dollars and as a result, the Company

The Company’s operations and financing activities are conducted primarily in United States dollars, and as a result, the Company

is not subject to significant exposure to market risks from changes in foreign currency rates.

1 unchanged sentence

its cash and restricted cash, but mitigates this risk by keeping these deposits at major financial institutions.

ASC 820 “Fair Value Measurements and Disclosures”

ASC 820, Fair Value Measurements and Disclosures ,

provides the framework for measuring fair value.

9 unchanged sentences

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.

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.

WESTERN URANIUM & VANADIUM CORP.

4 unchanged sentences

Fair Values of Financial Instruments (continued)

The fair value of the Company’s financial

instruments are as follows:

Quoted Prices in

Active Markets for

Identical Assets or

Quoted Prices for

Similar Assets or

Liabilities in

Active Markets

Marketable securities as of March 31, 2021

Quoted Prices in Active Markets for Identical Assets or Liabilities

Quoted Prices for Similar Assets or Liabilities in Active Markets

Significant Unobservable Inputs

Marketable securities as of June 30, 2021

Marketable securities as of December 31, 2020

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 year.

Diluted earnings per share is computed using the

weighted average number of common shares and, if dilutive, potential common shares outstanding during the year.

Potential common shares

consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method).

computation of diluted net loss per share for the three months ended March 31, 2021 and 2020 excludes potentially dilutive securities.

The computations of net loss per share for each of the three months presented is the same for both basic and fully diluted.

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 are

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 diluted net loss per share for the three and six months ended June 30, 2021 and 2020

excludes potentially dilutive securities.

The computations of net loss per share for each of the three and six months presented are

the same for both basic and fully diluted.

Potentially dilutive securities outlined in the

1 unchanged sentence

anti-dilutive.

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

Warrants to purchase common shares

11 unchanged sentences

The Company has adopted the recent accounting standards that are disclosed below.

In June 2016, the FASB issued ASU No.

“Financial Instruments –

Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”

2016-13”).

In June 2016, the FASB issued Accounting Standards

Update (“ASU”)No.

2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments .

ASU 2016-13 replaces the incurred loss model with an expected loss model, which is referred to as the current expected

10 unchanged sentences

assets will be grandfathered and classified as purchased credit deteriorated (“PCD”) assets at the date of adoption.

The asset will be grossed

up for the allowance for expected credit losses for all PCD assets at the date of adoption and will continue to recognize the non-credit

discount in interest income based on the yield of such assets as of the adoption date.

Subsequent changes in expected credit losses will

be recorded through the allowance.

For all other assets within the scope of CECL, a cumulative-effect adjustment will be recognized in

retained earnings as of the beginning of the first reporting period in which the guidance is effective.

will be grossed up for the allowance for expected credit losses for all PCD assets at the date of adoption and will continue to recognize

the non-credit discount in interest income based on the yield of such assets as of the adoption date.

Subsequent changes in expected credit

losses will be recorded through the allowance.

For all other assets within the scope of CECL, a cumulative-effect adjustment will be recognized

in retained earnings as of the beginning of the first reporting period in which the guidance is effective.

The standard became effective

for the Company beginning January 1, 2021.

The adoption of this standard did not have a material impact on the Company’s results

of operations, financial condition, cash flows, and financial statement disclosure.

12 unchanged sentences

15, 2020, with early adoption permitted.

The Company adopted this standard and did not result in a material impact on its results of operations,

financial position and cash flows and related disclosures.

The Company adopted this standard, and it did not result in a material impact on its results

of operations, financial position, cash flows, and related disclosures.

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

4 - MINERAL ASSETS equipment, and Kinetic separation INTELLECTUAL PROPERTY AND OTHER PROPERTY

The Company’s mining properties acquired on August 18, 2014 that the Company retains as of March 31, 2021 include:

Rafael Uranium Project located in Emery County, Utah;

4 - MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY

The Company’s mining properties acquired

on August 18, 2014 that the Company retains as of June 30, 2021 include:

The San Rafael Uranium Project located in Emery County, Utah;

The Sunday Mine Complex located in western San Miguel County, Colorado;

4 Mine located in western Montrose 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.

These mining properties include leased land in the states of Colorado and Utah.

None of these mining properties were operational at the

date of acquisition.

The Company’s mining properties acquired

on September 16, 2015 that the Company retains as of March 31, 2021 include Hansen, North Hansen, and Hansen Picnic Tree located in Fremont

These mining properties include leased land

in the states of Colorado and Utah.

None of these mining properties were operational at the date of acquisition.

The Company’s mining properties acquired

on September 16, 2015 that the Company retains as of June 30, 2021 include Hansen, North Hansen and Hansen Picnic Tree located in Fremont

and Teller Counties, Colorado.

6 unchanged sentences

extracted as originally planned and anticipated.

The Company’s mineral properties and equipment

and kinetic separation intellectual property are:

March 31, 2021

December 31, 2020

Mineral properties and equipment

2 unchanged sentences

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 Company’s

property in Colorado.

As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty from the lessee’s

revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest.

1 unchanged sentence

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 same entity as discussed

above elected to extend the oil and gas lease easement for three additional years commencing on the date the lease would have previously

During the three months ended March 31, 2021 and

On June 23, 2020, the same entity as discussed above elected to extend

the oil and gas lease easement for three additional years , commencing on the date the lease would have previously expired.

the operator completed all well development stages and each of the eight (8) Blue Teal Fed wells commenced oil and gas production by mid-August

During the three months ended June 30, 2021 and

2020 the Company recognized aggregate revenue of $ 16,155 and $ 11,155 , respectively, and for the six months ended June 30, 2021 and 2020,

the Company recognized aggregate revenue of $ 32,310 and $ 22,310 , respectively, under these oil and gas lease arrangements.

3 unchanged sentences

(Stated in USD)

4 - MINERAL ASSETS equipment, and Kinetic separation INTELLECTUAL PROPERTY AND OTHER PROPERTY, CONTINUED

4 - MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY (CONTINUED)

Reclamation Liabilities

The Company’s mines are subject to certain

asset retirement obligations, which the Company has recorded as reclamation liabilities.

2 unchanged sentences

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 of the mineral properties as

of March 31, 2021 and December 31, 2020, to be approximately $906,832 and $906,811, respectively.

of June 30, 2021 and December 31, 2020, to be approximately $ 896,833 and $ 906,811 , respectively.

On March 2, 2020, the Colorado Mined

Land Reclamation Board (“MLRB”) issued an order vacating the Van 4 Temporary Cessation, terminating mining operations and

ordering commencement of final reclamation.

8 unchanged sentences

after 2054 for all mines that are not in reclamation and accordingly, has discounted the gross liabilities over their remaining lives

using a discount rate of 5.4% to net discounted aggregated values as of March 31, 2021 and December 31, 2020 of $310,029 and $309,940,

using a discount rate of 5.4 %.

The net discounted aggregated values as of June 30, 2021 and December 31, 2020 were $312,807 and $309,940,

respectively.

The gross reclamation liabilities as of March 31, 2021 and December 31, 2020 are secured by financial warranties in the

amount of $906,832 and $906,811, respectively.

Reclamation liability activity for the three months ended March 31,

The gross reclamation liabilities as of June 30, 2021 and December 31, 2020 are secured by financial warranties in the amount

of $ 896,833 and $ 906,811 , respectively.

Reclamation liability activity for the six months ended June 30, 2021

and 2020 consists of:

For the Three Months Ended March 31,

For the Six Months

Ended June 30,

Beginning balance

1 unchanged sentence

Ending Balance

During the first quarter 2021, the Company received

notice that its Ferris Haggerty property was no longer considered to be subject to reclamation treatment.

The Company recorded a discontinuation

of the Ferris Haggerty property’s present value of $2,669 during the three months ended March 31, 2021.

During the first quarter of 2021, the Company received notice that

its Ferris Haggerty property was no longer considered to be subject to reclamation treatment.

The Company recorded a discontinuation of

the Ferris Haggerty property’s present value of $ 2,669 during the first quarter 2021.

On April 29, 2021, the Company moved the Ferris

Haggerty $ 10,000 restricted cash deposit into its cash account after receiving payment from the state of Wyoming.

Van 4 Mine Permitting Status

A prior owner of the Company’s Van 4 Mine had

been granted a first Temporary Cessation from reclamation of the mine by the Colorado Mined Land Reclamation Board (“MLRB”)

A prior owner of the Company’s 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.

16 unchanged sentences

and on July 25, 2019 the ruling was reversed, ruling that the additional five-year Temporary Cessation period should not have been granted.

The MLRB and the Colorado Attorney General advised

Western that it will not make an additional appeal of the ruling.

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 on March 2, 2020, the MLRB issued an order vacating the Van 4 Temporary Cessation, revoking the permit and

ordered commencement of final reclamation, which must completed within five (5) years.

The Company commenced reclamation of the Van 4

Mine but progress has been delayed both by COVID-19 restrictions and countrywide fire and open flame restrictions.

The reclamation cost

is fully covered by the reclamation bonds posted upon acquisition of the property.

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 on March 2, 2020, the MLRB issued an order vacating the Van 4 Temporary Cessation, revoking the permit and ordered

commencement of final reclamation, which must completed within five years.

The Company commenced reclamation of the Van 4 Mine, but progress

has been delayed both by COVID-19 restrictions and countywide fire and open flame restrictions.

The reclamation cost is fully covered

by the reclamation bonds posted upon acquisition of the property.

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

4 - MINERAL ASSETS equipment, and Kinetic separation INTELLECTUAL PROPERTY AND OTHER PROPERTY, CONTINUED

4 - MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

Sunday Mine Complex Permitting Status

On February 4, 2020, the Colorado DRMS sent a Notice

of Hearing to Declare Termination of Mining Operations related to the status of the mining permits issued by the state of Colorado for

the Sunday Mine Complex.

On February 4, 2020, the Colorado DRMS sent a

Notice of Hearing to Declare Termination of Mining Operations related to the status of the mining permits issued by the state of Colorado

for the Sunday Mine Complex.

At issue was the application of an unchallenged Colorado Court of Appeals Opinion for a separate mine (Van

4) with very different facts that are retroactively modifying DRMS rules and regulations.

The Company maintains that it was timely in meeting

existing rules and regulations.

The hearing was scheduled to be held during several monthly MLRB Board meetings, but this matter was delayed

several times.

The Company maintains that it was timely in

meeting existing rules and regulations.

The hearing was scheduled to be held during several monthly MLRB Board meetings, but this matter

was delayed several times.

The permit hearing was held during the MLRB Board monthly meeting on July 22, 2020.

At issue was the status of the five

existing permits which comprise the Sunday Mine Complex.

Due to COVID restrictions, the hearing took place utilizing a virtual-only format.

The Company prevailed in a 3 to 1 decision which acknowledged that the work completed at the Sunday Mines under DRMS oversight was timely

and sufficient for Western to maintain these permits.

In a subsequent July 30, 2020 letter, the DRMS notified the Company that the status

of the five permits (Sunday, West Sunday, St.

Jude, Carnation, and Topaz) had been changed to Active status effective June 10, 2019, the

original date on which the change of the status was approved.

On August 23, 2020, the Company initiated a request for temporary cessation

status for the Sunday Mine Complex as the mines had not been restarted within a 180-day window due to the direct and indirect impacts

of the COVID-19 pandemic.

Accordingly, a permit hearing was scheduled for October 21, 2020 to determine temporary cessation status.

a unanimous vote, the MLRB approved temporary cessation status for each of the five Sunday Mine Complex permits (Sunday, West Sunday,

At issue was the status

of the five existing permits which comprise the Sunday Mine Complex.

Due to COVID restrictions, the hearing took place utilizing a virtual-only

The Company prevailed in a 3 to 1 decision which acknowledged that the work completed at the Sunday Mine Complex under DRMS oversight

was timely and sufficient for Western to maintain these permits.

In a subsequent July 30, 2020 letter, the DRMS notified the Company that

the status of the five permits (Sunday, West Sunday, St.

Jude, Carnation, and Topaz) had been changed to “Active” status effective

June 10, 2019, the original date on which the change of the status was approved.

On August 23, 2020, the Company initiated a request for

temporary cessation status for the Sunday Mine Complex as the mines had not been restarted within a 180-day window due to the direct and

indirect impacts of the COVID-19 pandemic.

Accordingly, a permit hearing was scheduled for October 21, 2020 to determine temporary cessation

In a unanimous vote, the MLRB approved temporary cessation status for each of the five Sunday Mine Complex permits (Sunday, West

Jude, Carnation, and Topaz).

On October 9, 2020, the MLRB issued a board order which finalized the findings of the July 22, 2020 permit

On October 9, 2020, the MLRB issued a board order which finalized the findings of the July 22,

2020 permit hearing.

On November 10, 2020, the MLRB issued a board order which finalized the findings of the October 21, 2020 permit hearing.

6, 2020, the MLRB signed an order placing the five Sunday Mine Complex mine permits into Temporary Cessation.

On November 12, 2020, a

coalition of environmental groups (the “Plaintiffs”) filed a complaint against the MLRB seeking a partial appeal of the July

22, 2020 decision by requesting termination of the Topaz Mine permit.

On December 15, 2020, the same coalition of environmental groups

amended their complaint against the MLRB seeking a partial appeal of the October 21, 2020 decision requesting termination of the Topaz

On November 6, 2020, the MLRB signed an order placing the five Sunday Mine Complex mine permits into Temporary Cessation.

12, 2020, a coalition of environmental groups (the “Plaintiffs”) filed a complaint against the MLRB seeking a partial appeal

of the July 22, 2020 decision by requesting termination of the Topaz Mine permit.

On December 15, 2020, the same coalition of environmental

groups amended their complaint against the MLRB seeking a partial appeal of the October 21, 2020 decision requesting termination of the

Topaz Mine permit.

The Company has joined with the MLRB in defense of their July 22, 2020 and October 21, 2020 decisions.

On May 5, 2021, the

Plaintiff in the Topaz Appeal filed an opening brief with the Denver District Court seeking to overturn the July 22, 2020 and October

On May 5, 2021,

the Plaintiff in the Topaz Appeal filed an opening brief with the Denver District Court seeking to overturn the July 22, 2020 and October

21, 2020 MLRB permit hearing decisions on the Topaz Mine permit.

The MLRB and the Company will respond with an answer brief within 35

days on or before June 9, 2021.

The Plaintiff may file a reply brief 21 days thereafter.

The MLRB and the Company were to respond with an answer brief within

35 days on or before June 9, 2021, but instead sought a settlement.

The judicial review process was delayed as extensions were put in

place until August 20, 2021.

A settlement was not reached and the MLRB and the Company submitted answer briefs.

The Plaintiff may file

a reply brief up to 21 days thereafter.

NOTE 5 - Accounts Payable

1 unchanged sentence

payable and accrued liabilities consisted of:

March 31, 2021

December 31, 2020

Trade accounts payable

Accounts payable

Accrued liabilities

Subscription payable

Total accounts payable and accrued liabilities

Subscription payable above represents $ 31,032 in proceeds received

from the exercise of warrants during June 2021 for which the warrantholders had not submitted the proper exercise notices until after

June 30, 2021.

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

NOTE 6 –

COMMITMENTS AND CONTINGENCIES

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Supply Contract

In December 2015, the Company signed a uranium

concentrates supply agreement with a major U.S.

utility company for delivery commencing in 2018 and continuing for a five year period

through 2022.

As the Company does not possess saleable uranium, a partial assignment agreement was put in place whereby the assignee accepted

the Company’s right to the Year 1 delivery of 125,000 pounds of natural uranium concentrates.

The Year 1 delivery was made during

2018 and the assignee was paid the full consideration under the agreement.

The Company did not recognize any gain or loss on this transaction.

In Year 2, a partial assignment agreement was put in place whereby the assignee accepted the Company’s right to the Year 2 delivery

of 125,000 pounds of natural uranium concentrates.

The Year 2 delivery was made during 2019 and the assignee was paid the full consideration

under the agreement.

concentrates supply agreement with a major United States.

utility company for delivery commencing in 2018 and continuing for a five year

period through 2022.

As the Company does not possess saleable uranium, a partial assignment agreement was put in place whereby the assignee

accepted the Company’s right to the Year 1 delivery of 125,000 pounds of natural uranium concentrates.

The Year 1 delivery was made

during 2018, and the assignee was paid the full consideration under the agreement.

The Company did not recognize any gain or loss on this

In Year 2, a partial assignment agreement was put in place whereby the assignee accepted the Company’s right to the

Year 2 delivery of 125,000 pounds of natural uranium concentrates.

The Year 2 delivery was made during 2019, and the assignee was paid

the full consideration under the agreement.

The Company did not recognize any gain or loss on this transaction.

The Company and the U.S.

utility customer mutually

agreed to cancel the Year 3 delivery, rather than pursue a partial assignment;

there was no delivery during 2020.

On March 8, 2021, the

Company entered into an agreement with a third party to complete the 2021 (Year 4) uranium concentrate delivery.

The Company agreed to

pay $78,000 in April 2021 to the assignee for the assignee making the delivery in May 2021.

The Company and the United

States utility customer mutually agreed to cancel the Year 3 delivery, rather than pursue a partial assignment.

There was no delivery

On March 8, 2021, the Company entered into an agreement with a third party to complete the Year 4 (2021) uranium concentrate

The Company paid $ 78,000 in April 2021 to the assignee for which the assignee made the delivery in May 2021.

This amount is

included in other expense on the Company’s condensed consolidated statement of operations and comprehensive loss.

Strategic Acquisition of Physical Uranium

On June 2, 2021, the Company executed a binding

agreement to purchase 125,000 pounds of natural uranium concentrate at the market price, in which the Company plans to take delivery on

or before June 2022.

NOTE 7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

Authorized Capital

The holders of the Company’s common shares

are entitled to one vote per share.

1 unchanged sentence

by the Board of Directors, out of legally available funds.

Upon the liquidation, dissolution, or winding up of the Company, holders of

common shares are entitled to share rateably in all assets of the Company that are legally available for distribution.

As of March 31,

Upon the liquidation, dissolution, or winding down of the Company, holders

of common shares are entitled to share rateably in all assets of the Company that are legally available for distribution.

As of June 30,

2021 and December 31, 2020, an unlimited number of common shares were authorized for issuance.

Private Placement

On February 16, 2021, the Company closed on a

On February 16, 2021, the Company closed a

non-brokered private placement of 3,250,000 units at a price of CAD $ 0.80 per unit.

1 unchanged sentence

placement amounted to CAD $ 2,600,000 (USD $ 1,950,509 in net proceeds).

Each unit consisted of one common share of Western (a “Share”)

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

Each unit consisted 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

2 unchanged sentences

and 3,250,000 Warrants were issued in the private placement.

On March 1, 2021, the Company closed on a non-brokered

On March 1, 2021, the Company closed a non-brokered

private placement of 3,125,000 units at a price of CAD $ 0.80 per unit.

1 unchanged sentence

to CAD $ 2,500,000 (USD $ 1,918,797 in net proceeds).

Each unit consisted 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.

Each unit consisted of one Share plus one 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.

Warrant Exercises

During the second quarter of 2021, an

aggregate of 1,722,570 warrants were exercised for total gross proceeds of CAD $ 2,014,513 (USD $ 1,597,416 ).

The warrants exercised

predominantly included warrants whose expiration was previously extended until April 30, 2021 and May 9, 2021.

Eighty percent of the

warrant holders elected to exercise, and the residual warrants have expired.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

NOTE 7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS (CONTINUED)

Incentive Stock Option Plan

The Company maintains an Incentive Stock Option

Plan (the “Plan”) that permits the granting of stock options as incentive compensation.

Shareholders of the Company approved

7 unchanged sentences

options are granted.

As of March 31, 2021, a total of 36,458,747 common shares were outstanding, and at that date the maximum number of

As of June 30, 2021, a total of 38,181,317 common shares were outstanding, and at that date the maximum number of

stock options eligible for issue under the Plan was 3,818,132 .

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

NOTE 7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Stock Options

5 unchanged sentences

Outstanding – January 1, 2021

Outstanding –

March 31, 2021

Exercisable –

March 31, 2021

The Company’s stock based compensation expense

related to stock options for the three months ended March 31, 2021 and 2020 was $0 and $154,042, respectively.

As of March 31, 2021, the

Company had $0 in unamortized stock option expense.

Outstanding – June 30, 2021

Exercisable – June 30, 2021

The Company’s stock-based compensation expense

related to stock options for the three months ended June 30, 2021 and 2020 was $ 0 and $ 50,766 , respectively, and for the six months ended

June 30, 2021 and 2020 was $ 0 and $ 204,808 , respectively, which is included in general and administrative expenses on the Company’s

unaudited condensed consolidated statements of operations and comprehensive loss.

As of June 30, 2021, the Company had $ 0 in unamortized

stock option expense.

Number of Shares

3 unchanged sentences

Outstanding –January 1, 2021

Outstanding –

March 31, 2021

Exercisable –

March 31, 2021

Outstanding –June 30, 2021

Exercisable –June 30, 2021

8 - Mining Expenditures

For the Three Months Ended March 31,

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Total mining expenses

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

- Related Party Transactions AND BALANCES

2 unchanged sentences

Prior to the acquisition of Black Range, Mr.

Glasier, the Company’s CEO, who is also a director (“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 AUD $500,000 (USD $380,845 as of March 31, 2021) to Seller within 60 days of the first commercial

stock to Seller and committed to pay AUD $500,000 (USD $374,980 as of June 30, 2021) to Seller within 60 days of the first commercial

application of the kinetic separation technology.

4 unchanged sentences

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 $380,845 and $392,086 as of March 31, 2021 and December 31, 2020, respectively.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

as an assumed liability in the amount of $ 374,980 and $ 392,086 as of June 30, 2021 and December 31, 2020, respectively.

10 – COVID-19

During 2020 and continuing into 2021, the world

has been, and continues to be, impacted by the novel coronavirus (“COVID-19”) pandemic.

COVID-19 and measures to prevent its

spread impacted our business in a number of ways.

The impact of these disruptions and the extent of their adverse impact on the Company’s

has been, and continues to be, impacted by the novel coronavirus (“COVID-19”) pandemic.

COVID-19, and measures to prevent

its spread, impacted our business in a number of ways.

The impact of these disruptions and the extent of their adverse impact on the Company’s

financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on

the currently unknowable duration and severity of the impacts of COVID-19, and among other things, the impact of governmental actions

imposed in response to COVID-19 and individuals’

and companies’

risk tolerance regarding health matters going forward and

the currently unpredictable duration and severity of the impacts of COVID-19, and among other things, the impact of governmental actions

imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward and

developing strain mutations.

To date, COVID-19 has primarily caused Western delays in reporting, regulatory, and operations.

Most notably,

the Company initiated a request for temporary cessation status for the Sunday Mine Complex as the mines had not been restarted within

the 180-day window due to the direct and indirect impacts of the COVID-19 pandemic.

The Van 4 Mine reclamation process was also delayed

because of the COVID-19 pandemic.

The Company is monitoring COVID-19’s potential impact on the Company’s operations.

Subsequent events

Subsequent to March 31,

2021, an aggregate of 1,706,570 warrants were exercised for total gross proceeds of CAD $1,966,059 (USD $1,533,526 in gross proceeds).

The warrants exercised predominantly included warrants whose expiration was previously extended until April 30, 2021 and May 9, 2021.

Eighty percent of the warrant holders elected to exercise and the residual warrants have expired.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

information disclosed in this quarterly report, and the information incorporated by reference herein, include “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 management’s 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.

forward-looking statements contained or incorporated by reference in this quarterly 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.

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 this Item 2 of Part I of this quarterly report and in Item 1A of Part I of the Company’s

annual report on Form 10-K for the year ended December 31, 2020.

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.

following discussion should be read in conjunction with our condensed consolidated interim financial statements and footnotes thereto

contained in this quarterly report.

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.

Effective September 16, 2015, Western completed its acquisition of Black Range Minerals Limited (“Black Range”).

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 extensive underground haulage development

with several vent shafts complete with exhaust fans.

These properties were formerly secured by a first priority interest collateralizing

a $500,000 promissory note which was paid in full on August 31, 2018 and thus the properties are now held free and clear of encumbrances.

The Sunday Mine Complex is the Company’s core resource property and was assigned active status effective June 2019.

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.

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.

Company has registered offices at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8 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”).

2021 Private Placement

February 16, 2021, the Company closed on a non-brokered private placement of 3,250,000 units at a price of CAD $0.80 per unit.

The aggregate

gross proceeds raised in the private placement amounted to CAD $2,600,000.

Each unit consisted 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.

2021 Private Placement

March 1, 2021, the Company closed on a non-brokered private placement of 3,125,000 units at a price of CAD $0.80 per unit.

The aggregate

gross proceeds raised in the private placement amounted to CAD $2,500,000.

Each unit consisted 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.

Property (Weld County)

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 and Black Range purchased the property in 2008 for its Keota Uranium Project.

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 3/16 th production royalty payment.

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.

A 2019 lawsuit was filed in the Weld County District Court over the

original Bullen Property deed language which was negotiated before the Company acquired Black Range by prior management and a bank representing

the estate of the property owner.

The Company settled with the plaintiffs by awarding the estate’s beneficiaries a non-participating

royalty interest of 1/8th for all hydrocarbon and non-hydrocarbon substances that are produced and sold from the property.

In early 2020 Bison Oil & Gas 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

By March 31, 2021, the drilling portion of the project had been completed for the eight horizontal wells named Blue Teal

Seven wells were drilled to a 2.5 miles lateral length and one well was drilled to a 3.0 mile lateral length.

These DJ-Basin wells

target the Niobrara formation.

In early May 2021, Mallard commenced well completion by fracking a set of 3 wells.

When complete Mallard

will frack another set of 3 wells, followed by the final set of 2 wells.

The fracking phase will be followed by drill out and flow back.

The fracking could be completed as early as June.

Winter weather delays were overcome and the Operations Plan is back on schedule and

production continues to be projected to commence during the third quarter.

Separation Licensing

During 2016, the Company submitted documentation

to the Colorado Department of Public Health and Environment (“CDPHE”) for a determination ruling regarding the type of license

which may be required for the application of Kinetic Separation at the Sunday Mine Complex within the state of Colorado.

During May and

June of 2016, CDPHE held four public meetings in several cities in Colorado as part of the process.

On July 22, 2016 CDPHE closed the

comment period.

In connection with this matter, the CDPHE consulted with the United States Nuclear Regulatory Commission (“NRC”).

In response, the CDPHE received an advisory opinion dated October 16, 2016, which did not contain support for the NRC’s opinion

and with which the Company’s regulatory counsel does not agree.

NRC’s advisory opinion recommended that Kinetic Separation

should be regulated as a milling operation but did recognize that there may be exemptions to certain milling regulatory requirements because

of the benign nature of the non-uranium bearing sands produced after Kinetic Separation is completed on uranium-bearing ores.

1, 2016, the CDPHE issued a determination that the proposed Kinetic Separation operations at the Sunday Mine must be regulated by the

CDPHE through a milling license.

The 2018 increase in the blended uranium/vanadium price has brought the Company closer to production.

Beginning in 2017, the Company’s regulatory counsel has prepared significant documentation in preparation for a prospective submission.

On September 13, 2019, the Company’s regulatory counsel submitted a white paper to the NRC entitled Recommendations on the Proper

Legal and Policy Interpretation for Using Kinetic Separation Processes at Uranium Mine Sites.

On July 24, 2020, the NRC staff responded

with a letter in support of the original conclusion;

Western’s regulatory counsel has proposed alternatives, however management

has decided not to proceed at this time, given its present opportunity set.

Mine Complex Vanadium Project Supplementary Requirements

June 18, 2019, The Colorado Division of Reclamation, Mining and Safety (CDRMS) issued a letter indicating limited supplementary requirements

prior to the removal of material (ore) from the Sunday Mine Complex underground workings and further offsite handling.

In a follow-up

meeting on Monday, August 5, 2019, the Company agreed to construct an ore pad on the surface before stockpiling or storing ore outside

the mine and acquire certification that the storm drainage system was constructed in accordance with the existing plan prior to the removal

of ore from the SMC.

On August 15, 2019, the Company sent a response letter to CDRMS providing the requested additional information regarding

the reopening of the Sunday Mine Complex mines.

On September 18, 2019, the CDRMS issued a letter indicating that activities at the Sunday

Mines do not meet the definition of a “Mining Operation”

and thus at this time, the Division does not consider the permits

in active status.

In the letter, CDRMS reiterated that prior to the removal of ore material from the mines and upgrading to an active

status, the CDRMS surface requirements needed to be completed, inspected and accepted by CDRMS.

The CDRMS further noted requirements

that would apply to Western’s proposed off-site kinetic separation test facility.

On April 9, 2020, CDRMS issued a letter acknowledging

that the Construction Completion Reports and As-Built Certifications for the ore storage pads have been reviewed and accepted.

further noted that prior to ore being removed and placed on the ore pad an inspection would still need to be completed, but due to COVID-19

the CDRMS staff were subject to a no-travel policy under the Governor’s Stay-at-Home Order.

Hence, CDRMS offered an alternative

remote procedure requiring extensive photo documentation and a signed affidavit from both the manufacturer and installation crew certifying

that the ore pad liner was installed in accordance with the approved Environmental Protection Plan.

Additional requirements included

the submission of a comprehensive hydrogeology report and completion of the Sunday Mine Complex MLRB permit hearing process.

approval, Western has now completed every project, study, and submission stipulated as required under the existing Environmental Protection

Plan by CDMRS, and all submissions have been made.

The hydrogeology report is currently being reviewed by CDMRS and approval is needed

to conduct mining activities below the static groundwater level or to affect ground or surface waters.

The Company is working toward

the completion of an updated Plan of Operations, which is required for resumption of mining activities at the Topaz Mine.

Mine Complex Permitting Status

On February 4, 2020, the Colorado DRMS sent a

Notice of Hearing to Declare Termination of Mining Operations related to the status of the mining permits issued by the state of Colorado

for the Sunday Mine Complex.

At issue was the application of an unchallenged Colorado Court of Appeals Opinion for a separate mine (Van

4,) with very different facts that are retroactively modifying DRMS rules and regulations.

The Company maintains that it was timely in

meeting existing rules and regulations.

The hearing was scheduled to be held during several monthly MLRB Board meetings, but this matter

was delayed several times.

The permit hearing was held during the MLRB Board monthly meeting on July 22, 2020.

At issue was the status

of the five existing permits which comprise the Sunday Mine Complex.

Due to COVID restrictions, the hearing took place utilizing a virtual-only

The Company prevailed in a 3 to 1 decision which acknowledged that the work completed at the Sunday Mines under DRMS oversight

was timely and sufficient for Western to maintain these permits.

In a subsequent July 30, 2020 letter, the DRMS notified the Company that

the status of the five permits (Sunday, West Sunday, St.

Jude, Carnation, and Topaz) had been changed to Active status effective June

10, 2019, the original date on which the change of the status was approved.

On August 23, 2020, the Company initiated a request for temporary

cessation status for the Sunday Mine Complex as the mines had not been restarted within a 180-day window due to the direct and indirect

impacts of the COVID-19 pandemic.

Accordingly, a permit hearing was scheduled for October 21, 2020 to determine temporary cessation status.

In a unanimous vote, the MLRB approved temporary cessation status for each of the five Sunday Mine Complex permits (Sunday, West Sunday,

Jude, Carnation, and Topaz).

On October 9, 2020, the MLRB issued a board order which finalized the findings of the July 22, 2020 permit

On November 12, 2020, a coalition of environmental groups filed a lawsuit against the MLRB seeking a partial appeal of the July

22, 2020 decision by requesting termination of the Topaz Mine permit.

On December 15, 2020, the same coalition of environmental groups

amended their complaint against the MLRB seeking a partial appeal of the October 21, 2020 decision requesting termination of the Topaz

The Company has joined with the MLRB in defense of their July 22, 2020 and October 21, 2020 decisions.

On May 5, 2021, the

Plaintiff in the Topaz Appeal filed an opening brief with the Denver District Court seeking to overturn the July 22, 2020 and October

21, 2020 MLRB permit hearing decisions on the Topaz Mine permit.

The MLRB and the Company will respond with an answer brief within 35

days on or before June 9, 2021.

The Plaintiff may file a reply brief 21 days thereafter.

4 Mine Permitting Status

prior owner of the 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.

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, ruling that the additional five-year temporary

cessation period should not have been granted.

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 on March 2, 2020, the MLRB issued an order vacating

the Van 4 Temporary Cessation, revoking the permit and ordered commencement of final reclamation, which must be completed within five

The Company commenced reclamation of the Van 4 Mine but progress has been delayed both by COVID-19 restrictions and countrywide

fire and open flame restrictions.

The reclamation cost is fully covered by the reclamation bonds posted upon acquisition of the property.

Section 232 Investigation/Nuclear Fuel Working Group Process

the United States, an investigation under Section 232 of the Trade Expansion Act of 1962 (U.S) was undertaken by the U.S Department of

Commerce (“DoC”) in 2018 to assess the impact to national security of the importation of the vast majority of uranium utilized

by the ~100 operative civilian nuclear reactors within the United States.

In response to the Section 232 report, the White House disseminated

a Presidential Memoranda 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.

As a first step in addressing

this issue, President Trump’s Fiscal Year 2021 budget included a $150 million line item each year for the next decade to establish

a Uranium Reserve.

Energy Secretary Dan Brouillette stated that the Department of Energy (“DoE”) was preparing to release the NFWG report

in early March 2020.

This announcement was made prior to the coronavirus contagion which has delayed the report release.

Congress has requested that the DoE prepare 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 launched by DoE was March 30,

Western continued to participate in the process and made an RFI submission.

April 23, 2020, the DoE released the NFWG report entitled “Restoring America’s 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 Summary of Measures included the following which could benefit

uranium miners:

direct purchases of uranium by establishing a Uranium Reserve, ending DoE’s program which barters uranium

and re-evaluates DoE’s Excess Uranium Inventory Management Policy, creating a level playing field for all energy sources in power

markets, streamlining regulatory reform and land access for uranium dumping in the U.S.

The NFWG finding and recommendations

presented by the DoE are a positive outcome for U.S.

uranium miners;

however, the ultimate outcome and timing remains uncertain as this

is a continuing process requiring approvals and budget appropriation from Congress and implementation by U.S.

government agencies.

Western is one of the very few uranium companies holding previously producing, permitted, and developed mines in the United States and

thus well positioned to benefit in the short-term from a favorable determination.

Implementation of the NFWG recommendations remains

an ongoing process.

During July 2020, the U.S.

House Committee on Appropriations has decided not to provide $150 million uranium reserve

funding for fiscal 2021.

Instead the DoE was given 180 days to develop and submit the uranium reserve plan.

Subsequently, Senator Barrasso

introduced a bill into the U.S.

Senate entitled the “The American Nuclear Infrastructure Act of 2020 and Representatives Latta and

Cheney introduced a bill to the U.S.

House entitled the Nuclear Prosperity and Security Act.

These bills implement the key provisions

of the NFWG report’s recommendations;

both include the creation of a national uranium reserve.

In parallel, the preparation of a

Congressional report by the DoE on Key Challenges in Reconstituting Uranium Mining and Conversion Capabilities in the United States remains

ongoing and is anticipated to be imminently completed for the U.S.

In November 2020, Post-U.S.

election, the Senate Committee on

Appropriations released its funding measures and allocations recommending the creation and funding of the American Uranium Reserve.

October 2020, the DoC extended the Russian Suspension Agreement 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.

An extension of this agreement was among the NFWG’s recommendations.

In further implementation of the report’s recommendations,

the DoE made multiple investment awards to companies advancing new nuclear technologies.

TerraPower and X-energy received awards to build

demonstration models of their advanced reactor designs and NuScale received support to deploy the first U.S.

small modular reactor (“SMR”)

plan comprised of 12 modules at the Idaho National Laboratory.

The International Development Finance Corp.

signed a letter of intent to

finance NuScale’s development of 42 SMR modules in South Africa.

In an acknowledgement of the future growth potential of new nuclear

technologies, the U.S.

government has increased its industry support to a level not seen in decades.

This is being done to level the playing

field versus state-sponsored foreign entities.

In December 2020, the U.S.

Congress passed the COVID-Relief and Omnibus Spending Bill,

which included $75 million for the establishment of a strategic U.S.

Uranium Reserve.

Department of Energy (DOE) continues to

work on establishing the parameters of the program under the newly appointed Secretary of Energy.

The positive momentum continued with the Biden-Harris

Administration’s “Plan to Build a Modern Sustainable Infrastructure and an Equitable Clean Energy Future”

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, President Biden has s 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.

A White House national climate advisor told the media

in a press briefing that the Biden-Harris Administration intends to seek a national clean energy standard that includes nuclear.

believes that nuclear energy will be increasingly able to compete on a level playing field with renewable energy technologies.

It is anticipated

is will be implemented through tax credits, subsidies, and/or U.S.

utilities being required to produce an increasing proportion of electricity

generation from clean energy power sources.

Section 232 Investigation

In the United States,

a petition for an investigation under Section 232 of the Trade Expansion Act of 1962 (U.S) was requested by two domestic companies in

November 2019.

On June 2, 2020, the U.S.

Secretary of Commerce, Wilbur Ross, initiated an investigation into whether the present quantities

or circumstances of vanadium imports into the United States threaten to impair the national security.

The initiation of this investigation

created a 270 day window, which lasted until February 2021, to compile and deliver a report to the President of the United States.

Section 232 National Security Investigation of Imports of Vanadium was concluded and a report submitted to President Biden on February

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 security.

As a remedy, the petitioners requested a 40% tariff on vanadium imports from all sources

and the establishment of a stockpiling program.

Separate tariff rate quotas were requested for refined vanadium products.

submitted survey data and continues to support this investigation and remedies that level the playing field for U.S.

domestic producers

versus foreign state-sponsored competitors.

During 2020 and continuing into 2021, the world

has been, and continues to be, impacted by the COVID-19 pandemic.

COVID-19 and measures to prevent its spread impacted our business in

a number of ways.

The impact of these disruptions and the extent of their adverse impact on the Company’s financial and operating

results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable

duration and severity of the impacts of COVID-19, and among other things, the impact of governmental actions imposed in response to COVID-19

and individuals’

and companies’

risk tolerance regarding health matters going forward and developing strain mutations.

date, COVID-19 has primarily caused Western delays in reporting, regulatory, and operations.

Most notably, the Company initiated a request

for temporary cessation status for the Sunday Mine Complex as the mines had not been restarted within the 180-day window due to the direct

and indirect impacts of the COVID-19 pandemic.

The Van 4 Mine reclamation process was also delayed because of the COVID-19 pandemic.

Company is monitoring COVID-19’s potential impact on the Company’s operations.

of Operations

For the Three Months

Ended March 31,

Lease revenue

Mining expenditures

Professional fees

General and administrative

Consulting fees

Total operating expenses

Operating loss

Interest expense, net

Other Comprehensive income (expense)

Foreign exchange gain (loss)

Comprehensive Loss

Net loss per share - basic and diluted

Months Ended March 31, 2021 as Compared to the Three Months Ended March 31, 2020 Summary:

condensed consolidated net loss for the three months ended March 31, 2021 and 2020 was $291,614 and $718,470 or $(0.01) and $(0.03) per

share, respectively.

The principal components of these quarter over quarter changes are discussed below.

comprehensive loss for the three months ended March 31, 2021 and 2020 was $246,650 and $796,913, respectively.

revenue for the three months ended March 31, 2021 and 2020 was $16,155 and $11,155, respectively.

This revenue resulted from lease revenue

pursuant to a July 18, 2017 oil and gas lease agreement, which was extended for an additional three years in 2020 at a 150% increased

The February 2, 2018 pipeline easement, and July 1, 2018 right-of-way agreement revenue was consistent between periods.

is derived from the Weld County oil and gas property.

expenditures for the three months ended March 31, 2021 were $47,859 as compared to $234,716 for the three months ended March 31, 2020.

The decrease in mining expenditures of $186,857, or 80% was principally attributable to mining expenditures related to the Sunday Mine

Complex project in 2020 during the first quarter without corresponding 2021 expenditures.

fees for the three months ended March 31, 2021 were $46,387 as compared to $73,756 for the three months ended March 31, 2020.

in professional fees of $27,369, or 37% was due to a $8,651 decrease in investor relations expenditures and $18,538 reduction in other

professional services utilization.

and Administrative

and administrative expenses for the three months ended March 31, 2021 were $211,181 as compared to $389,397 for the three months ended

March 31, 2020.

The decrease in general and administrative expense of $178,216, or 46% is due to a $154,042 decrease in stock-based compensation

expense and $27,881 decrease in travel and convention expenditures.

fees for the three months ended March 31, 2021 were $0 as compared to $27,940 for the three months ended March 31, 2020.

in consulting fees was principally due to the Company’s reduced utilization of consultants during the current period.

expense, net, for the three months ended March 31, 2020 was $2,342 as compared to $3,816 for the three months ended March 31, 2020.

decrease of interest expense, net, of $1,474 was comparable between the quarter-over-quarter periods.

exchange gain (loss) for the three months ended March 31, 2021 was $44,964 as compared to $(78,443) for the three months ended March

The increase of the foreign exchange gain is primarily due to holding cash balances in Canadian Dollars and the translation

gain from using United Stated Dollars as the reporting currency.

and Capital Resources

The Company’s cash balance as of March 31,

2021 was $4,119,776.

The Company’s cash position is highly dependent on its ability to raise capital through the issuance of debt

and equity and its management of expenditures for mining development and for fulfillment of its public company reporting responsibilities.

Management believes that in order to finance the development of the mining properties and Kinetic Separation, the Company will be required

to raise additional capital by way of debt and/or equity.

The Company could potentially require additional capital if the scope of the

Sunday Mine Complex expands.

This outlook is based on the Company’s current financial position and is subject to change if opportunities

become available based on current exploration program results and/or external opportunities.

cash used in operating activities

cash used in operating activities was $283,482 for the three months ended March 31, 2021, as compared with $548,034 for the three months

ended March 31, 2020.

Of the $283,482 in net cash used in operating activities, $291,614 is derived from our net loss before non-cash

During the three months ended March 31, 2021, $2,657 represented an increase in depreciation, $89 represented an increase

in accretion of reclamation liability, $16,724 represented a decrease in prepaid expenses and other current assets, $4,901 represented

an increase in accounts payable and accrued expenses, and $16,155 represented a decrease in deferred revenue.

cash used in investing activities

cash used in investing activities was $65,000 for the three months ended March 31, 2021, as compared with $0 for the three months ended

March 31, 2020.

This capital expenditure relates to purchasing property and equipment for our mining operations.

cash provided by financing activities

cash provided by financing activities for the three months ended March 31, 2021 and 2020 were $3,869,306 and $0, respectively.

completed two private placements during the first quarter of 2021.

Company’s mines are subject to certain asset retirement obligations, which the Company has recorded as reclamation liabilities.

The reclamation liabilities of the United States mines are subject to legal and regulatory requirements, and 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 of the mineral properties as of March 31, 2021 and December 31, 2020, to be approximately $906,832 and

$906,811, respectively.

On March 2, 2020, the Colorado Mined Land Reclamation Board (“MLRB”) issued an order vacating the

Van 4 Temporary Cessation, terminating mining operations and ordering commencement of final reclamation.

The Company has begun the reclamation

of the Van 4 Mine.

The reclamation cost is fully covered by the reclamation bonds posted upon acquisition of the property.

adjusted the fair value of its reclamation obligation for the Van 4 Mine.

The portion of the reclamation liability related to the Van

4 Mine, and its related restricted cash are included in current liabilities, and current assets, respectively, at a value of $75,057.

The Company expects to begin incurring the reclamation liability after 2054 for all mines that are not in reclamation and accordingly,

has discounted the gross liabilities over their remaining lives using a discount rate of 5.4% to net discounted aggregated values as

of March 31, 2021 and December 31, 2020 of $310,029 and $309,940, respectively.

The gross reclamation liabilities as of March 31, 2021

and December 31, 2020 are secured by financial warranties in the amount of $906,832 and $906,811, respectively.

Party Transactions

Company has transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows:

to the acquisition of Black Range, Mr.

George Glasier, the Company’s CEO, who is also a director (“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 AUD $500,000 (USD $380,845 as of March 31, 2021) to Seller

within 60 days of the first commercial application of the kinetic separation technology.

Western 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 $380,845 and $392,086 as of March 31, 2021 and December

31, 2020, respectively.

Company has incurred continuing losses from its operations and as of March 31, 2021, the Company had an accumulated deficit of $11,379,073

and working capital of $3,695,360.

inception, the Company has met its liquidity requirements principally through the issuance of notes and the sale of its common shares.

Company’s ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining

additional financing.

Management’s plans include seeking to procure additional funds through debt and equity financings, to secure

regulatory approval to fully utilize its Kinetic Separation and to initiate the processing of ore to generate operating cash flows.

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 and required debt service.

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 Company’s 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 condensed consolidated financial statements do not include any adjustments

that might result from the outcome of these uncertainties.

Balance Sheet Arrangements

of March 31, 2021, there were no off-balance sheet transactions.

The Company has not entered into any specialized financial agreements

to minimize its investment risk, currency risk or commodity risk.

Accounting Estimates and Policies

preparation of these condensed 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 condensed consolidated financial statements and reported

amounts of expenses during the reporting period.

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 on mineral properties, deferred

contingent consideration, the reclamation liability, valuation of stock-based compensation, valuation of available-for-sale securities

and valuation of long-term debt, HST and asset retirement obligations.

Other areas requiring estimates include allocations of expenditures,

depletion and amortization of mineral rights and properties.

Quantitative and Qualitative Disclosures About Market Risk

To date, COVID-19 has primarily caused Western delays in reporting, regulatory matters, and operations.

notably, the Company initiated a request for Temporary Cessation status for the Sunday Mine Complex as the mines had not been restarted

within the 180-day window due to the direct and indirect impacts of the COVID-19 pandemic.

The Van 4 Mine reclamation process was also

delayed because of the COVID-19 pandemic.

The Company is monitoring COVID-19’s potential impact on the Company’s operations.

NOTE 11 – SUBSEQUENT EVENTS

On July 9, 2021, the Colorado DRMS provided a

Change of Status Approval accepting the Company’s request to change the status of the Sunday Mine, the West Sunday Mine, the St.

Jude Mine, and the Carnation Mine from Temporary Cessation to Active Status.

Subsequently, active mining operations commenced at the Sunday

Mine Complex on July 12, 2021.

During July and August 2021, the operator put

the eight (8) Blue Teal Fed oil and gas wells, located within a pooled unit in Weld County Colorado, into production.

The Company holds

a proportionate royalty interest in the pooled unit.

On August 20, 2021, the Company and MLRB submitted

answer briefs for the judicial review of the Topaz Mine permit hearing appeal, as further described in Note 4.

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-Q

Item 1. Financial Statements