Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In April and May 2021, outstanding warrants were exercised to purchase
a total of 1,706,570 common shares for cumulative gross proceeds of CAD $1,966,059. The warrants exercised were predominantly warrants
that had been issued in private placements in July and August 2018. Subsequently, various additional outstanding warrants were exercised
to purchase a total of 46,000 common shares for cumulative gross proceeds of CAD $63,900. We issued these securities without registration
under the Securities Act pursuant to the exemption from registration provided by Rule 506 of Regulation D. The warrant holders represented
that they qualified as accredited investors and were purchasing for investment.
Item 4. Mine Safety Disclosures
For Western, safety is a core value, and we strive
for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production,
addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation, and program
auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the
cornerstone of safety at Western, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace
accidents, incidents and losses, comply with all mining-related regulations, and provide support for both regulators and the industry
to improve mine safety.
The operation of our U.S. based mine is subject
to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the “Federal Mine Safety and Health
Act of 1977” (the “Mine Act”). MSHA inspects our mine on a regular basis and issues various citations and orders when
it believes a violation has occurred under the Mine Act. Following passage of “The Mine Improvement and New Emergency Response Act
of 2006,” MSHA significantly increased the number of citations and orders charged against mining operations. The dollar penalties
assessed for citations issued has also increased in recent years.
Western is required to report certain mine safety
violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and
Item 104 of Regulation S-K. This required information is included in Exhibit 95 and is incorporated by reference in the Company’s
annual report on form 10-K filed with the SEC on April 15, 2021.
Item 6. Exhibits
Exhibit No.
Description
3.1 *
Certificate of Incorporation, as amended
3.2 *
Amended and Restated Bylaws
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Previously filed as an exhibit to the Company’s Form 10 registration statement filed on April 29, 2016 and incorporated herein by reference.
39
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WESTERN URANIUM &VANADIUM CORP.
Date: August 23, 2021
By:
/s/ George Glasier
George Glasier
Chief Executive Officer
(Principal executive officer)
Date: August 23, 2021
By:
/s/ Robert Klein
Robert Klein
Chief Financial Officer
(Principal financial and accounting officer)
40
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.