What changed in this filing

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Item 1. Financial Statements

2021-11-22 compared with 2021-08-23 · 228 added, 191 removed, 565 unchanged (43% of the section changed)

4 unchanged sentences

(Stated in USD)

September 30,

Current assets:

20 unchanged sentences

Shareholders’ Equity

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

Common shares, no par value, unlimited authorized shares, 38,221,623 and 30,084,053 shares issued as of September 30, 2021 and December 31, 2020, respectively and 38,221,317 and 30,083,747 shares outstanding as of September 30, 2021 and December 31, 2020, respectively

Treasury shares, 306 shares held in treasury as of September 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 June 30,

For the Six Months

Ended June 30,

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Lease revenue

6 unchanged sentences

( 1,513,589 )

( 1,523,453 )

Accretion and interest

12 unchanged sentences

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

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER

30, 2021 AND 2020

(Stated in USD)

1 unchanged sentence

Treasury Shares

Comprehensive

Accumulated Other Comprehensive

Income (Loss)

10 unchanged sentences

$ ( 11,853,683 )

Proceeds from the exercise of warrants

Foreign exchange gain

Balance as of September 30, 2021

$ ( 12,684,176 )

Balance as of January 1, 2020

11 unchanged sentences

$ ( 10,501,222 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Foreign Exchange gain

Balance as of September 30, 2020

$ ( 10,867,655 )

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

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(Stated in USD)

For the Six Months

For the Nine Months Ended

September 30,

Cash Flows From Operating Activities:

11 unchanged sentences

Net cash used in operating activities

( 1,576,627 )

( 1,236,238 )

Cash Flows From Investing Activities

8 unchanged sentences

Net increase (decrease) in cash and restricted cash

( 1,256,916 )

Cash and restricted cash - beginning

4 unchanged sentences

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.

32 unchanged sentences

The Company has incurred continuing losses from

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 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

its operations and negative operating cash flows from operations, and as of September 30, 2021, the Company had an accumulated deficit

of $ 12,684,176 and working capital of $ 4,004,375 .

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 $ 2,500,000 (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 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).

During the nine months ended September 30, 2021, the Company received $ 1,650,031 in proceeds

from the exercise of warrants.

The Company’s ability to continue its operations

18 unchanged sentences

– SUMMARY OF Significant Accounting Policies

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

statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

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 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 nine months ended September 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

statements include the accounts of Western and its wholly-owned subsidiaries, Western Uranium Corp.

19 unchanged sentences

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

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.

Production stage issuers, as defined in subpart

1300 of Regulation S-K, having engaged in material extraction of established mineral reserves on at least one material property, typically

capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves

using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of

The Company is an exploration stage issuer, which has resulted in the Company reporting larger losses than if it had been

in the production stage due to the expensing, instead of capitalizing, of expenditures relating to ongoing mine development and extraction

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.

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.

42 unchanged sentences

The carrying amounts of cash, restricted cash,

accounts payable, accrued liabilities, and loan payable approximate their fair value due to the short-term nature of these instruments.

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

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

The Company is exposed to credit risk through

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

accounts payable, and accrued liabilities approximate their fair value due to the short-term nature of these instruments.

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 is not subject to significant

exposure to market risks from changes in foreign currency rates.

The Company is exposed to credit risk through its cash and restricted

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

ASC 820, Fair Value Measurements and Disclosures ,

26 unchanged sentences

instruments are as follows:

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

Quoted Prices in

Active Markets for

Identical Assets or

Quoted Prices for

Similar Assets or

Liabilities in

Active Markets

Marketable securities as of September 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 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.

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 nine months ended September 30, 2021 and 2020 excludes potentially dilutive

The computations of net loss per share for each of the three and nine months presented are the same for both basic and fully

Potentially dilutive securities outlined in the

1 unchanged sentence

anti-dilutive.

For the Six Months

Ended June 30,

For the Nine Months Ended

September 30,

Warrants to purchase common shares

53 unchanged sentences

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

WESTERN URANIUM & VANADIUM CORP.

WESTERN URANIUM &

VANADIUM CORP.

AND SUBSIDIARIES

3 unchanged sentences

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;

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

The San Rafael Uranium Project located in Emery County,

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

5 unchanged sentences

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.

The Company also acquired the Keota project located in Weld County, Colorado and the Ferris Haggerty project

located in Carbon County Wyoming.

These mining assets include both owned and leased land in the states of Utah, Colorado, and Wyoming.

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

Fremont and Teller Counties, Colorado.

The Company also acquired the Keota project located in Weld County, Colorado and the Ferris Haggerty

project located in Carbon County Wyoming.

These mining assets include both owned and leased land in the states of Utah, Colorado, and

All of the mining assets represent properties which have previously been mined, to different degrees, for uranium.

4 unchanged sentences

and kinetic separation intellectual property are:

September 30, 2021

December 31, 2020

Mineral properties and equipment

8 unchanged sentences

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 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.

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 2021, 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 2021.

During the three months ended September 30, 2021

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

and 2020, the Company recognized aggregate revenue of $ 48,465 and $ 33,465 , respectively, under these oil and gas lease arrangements.

WESTERN URANIUM & VANADIUM CORP.

12 unchanged sentences

The Company determined the gross reclamation liabilities of the mineral properties as

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

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

On March 2, 2020, the Colorado Mined

11 unchanged sentences

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,

The net discounted aggregated values as of September 30, 2021 and December 31, 2020 were $315,923 and $309,940,

respectively.

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

The gross reclamation liabilities as of September 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 nine months ended September

30, 2021 and 2020 consists of:

For the Six Months

Ended June 30,

For the Nine Months Ended September 30,

Beginning balance

1 unchanged sentence

Ending Balance

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.

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 after receiving payment from the state of Wyoming.

Van 4 Mine Permitting Status

19 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 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.

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.

46 unchanged sentences

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.

A settlement was not reached and the MLRB and the Company submitted answer briefs on August 20, 2021.

Plaintiff submitted a reply brief on September 10, 2021.

Kinetic Separation Intellectual Property

The Kinetic Separation Intellectual Property was acquired in Western’s

acquisition of Black Range Minerals on September 16, 2015.

Previously Black Range acquired its Kinetic Separation assets in the dissolution

of a joint venture on March 17, 2015, through the acquisition of all the assets of the joint venture and received a 25 year license to

utilize all of the patented and unpatented technology owned by the joint venture.

The technology license agreement for patents and unpatented

technology became effective as of March 17, 2015, for a period of 25 years, until March 16, 2040.

There are no remaining license fee obligations

and there are no future royalties due under the agreement.

The Company has the right to sub-license the technology to third parties.

Company may not sell or assign the Kinetic Separation license;

however, the license could be transferred in the case of a sale of the

The Company has developed improvements to Kinetic Separation during the term of the license agreement and retains ownership of,

and may obtain patent protection on, any such improvements developed by the Company.

The Kinetic Separation patent was filed on September 13, 2012 and granted

on February 14, 2014 by the United States Patent Office.

The patent is effective for a period of 20 years until September 13, 2032.

patent is supported by two provisional patent applications.

The provisional patent applications expired after one year, but were incorporated

Patent by reference and claimed benefit prior to their expirations.

The status of the patent and two provisional patent applications

has not changed subsequent to the 2014 patent grant.

The Company has the continued right to use any patented portion of the Kinetic Separation

technology that enters the public domain subsequent to the patent expiration.

The Company anticipates Kinetic Separation will improve the efficiency

of the mining and processing of the sandstone-hosted ore from Western’s conventional mines through the separation of waste from

mineral bearing-ore potentially reducing transportation, mill processing, and mill tailings costs.

Kinetic Separation is not currently

in use or being applied at any Company mines.

The Company views Kinetic Separation as a cost saving technology, which it will seek to

incorporate into ore production subsequent to commencing scaled production levels.

There are also alternative applications, which the

Company has explored.

NOTE 5 - Accounts Payable

1 unchanged sentence

payable and accrued liabilities consisted of:

September 30, 2021

December 31, 2020

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.

5 unchanged sentences

In December 2015, the Company signed a uranium

concentrates supply agreement with a major United States.

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

concentrates supply agreement with a major United States utility company for delivery commencing in 2018 and continuing for a five year

period through 2022.

18 unchanged sentences

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

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

or before June 2022.

3 unchanged sentences

are entitled to one vote per share.

Holders of common shares are entitled to receive rateably such dividends, if any, as may be declared

Holders of common shares are entitled to receive ratably such dividends, if any, as may be declared

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

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

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

As of June 30,

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

As of September

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 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).

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.

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.

The aggregate gross proceeds raised in the private 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 warrant entitled the holder to purchase one Share at a price

of CAD $ 1.20 per Share for a period of three years following the closing date of the private placement.

A total of 3,250,000 Shares and

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

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

7 unchanged sentences

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.

During the nine months ended September 30, 2021,

an aggregate of 1,762,570 warrants were exercised for total gross proceeds of $ 1,650,031 .

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

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

NOTE 7 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS,

Incentive Stock Option Plan

10 unchanged sentences

options are granted.

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 .

As of September 30, 2021, a total of 38,221,317 common shares were outstanding, and at that date the maximum number

of stock options eligible for issue under the Plan was 3,822,132 .

Stock Options

Number of Shares

Weighted Average Exercise Price (USD)

Weighted Average Contractual Life (years)

Weighted Average Grant Date Fair Value (USD)

Exercise Price

Average Grant

Date Fair Value

Intrinsic Value

Outstanding – January 1, 2021

Outstanding – June 30, 2021

Exercisable – June 30, 2021

Outstanding – September 30, 2021

Exercisable – September 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

related to stock options for the three months ended September 30, 2021 and 2020 was $ 0 and $ 0 , respectively, and for the nine months ended

September 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

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

stock option expense.

Number of Shares

Weighted Average Exercise Price (USD)

Weighted Average Contractual Life (years)

Intrinsic Value (USD)

Exercise Price

Intrinsic Value

Outstanding –January 1, 2021

Outstanding –June 30, 2021

Exercisable –June 30, 2021

( 2,595,789 )

( 1,762,570 )

Outstanding –September 30, 2021

Exercisable –September 30, 2021

8 - Mining Expenditures

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Total mining expenses

10 unchanged sentences

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 $374,980 as of June 30, 2021) to Seller within 60 days of the first commercial

stock to Seller and committed to pay AUD $500,000 (USD $360,720 as of September 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 $ 374,980 and $ 392,086 as of June 30, 2021 and December 31, 2020, respectively.

as an assumed liability in the amount of $ 360,720 and $ 392,086 as of September 30, 2021 and December 31, 2020, respectively.

10 – COVID-19

9 unchanged sentences

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.

notably, the Company initiated a request for Temporary Cessation status for the Sunday Mine Complex in August 2020 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

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.

On October 1, 2021, the Company amended its Incentive

Stock Option Plan to allow for the cashless exercise of stock options, among other things.

Subsequent to September 30, 2021 through November

22, 2021, the Company issued 174,716 shares of common stock pursuant to the cashless exercise of stock options.

Subsequent to September 30, 2021 through November 22, 2021, the Company

received CAD $ 356,176 and issued 243,749 shares of common stock pursuant to the exercise of warrants.

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