What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2021-11-22 compared with 2021-08-23 · 328 added, 275 removed, 360 unchanged (63% of the section changed)

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The 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.

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

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.

The forward-looking statements contained

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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

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.

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events, or otherwise, except as may be required under applicable securities laws.

The following discussion should be

read in conjunction with our condensed consolidated interim financial statements and footnotes thereto contained in this quarterly report.

The following discussion should be read

in conjunction with our condensed consolidated interim financial statements and footnotes thereto contained in this quarterly report.

Western Uranium & Vanadium Corp.

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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.

acquisition included the purchase of the Sunday Mine Complex.

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

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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 an extensive underground haulage development with several vent shafts complete with exhaust

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.

On September 16, 2015, Western completed its

acquisition of Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed.

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

to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”)

under the Australian Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being issued

common shares of Western on a 1 for 750 basis.

On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on

September 4, 2015, Black Range received approval by the Federal Court of Australia.

In addition, Western issued options to purchase Western

common shares to certain employees, directors, and consultants.

Such stock options were intended to replace Black Range stock options

outstanding prior to the Black Range Transaction on the same 1 for 750 basis.

The 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 an 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.

On September 16, 2015, Western completed its acquisition

of Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed.

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.

In addition, Western issued options to purchase Western common shares to certain

employees, directors, and consultants.

Such stock options were intended to replace Black Range stock options outstanding prior to the

Black Range Transaction on the same 1 for 750 basis.

The Company has registered offices at 330 Bay

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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

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”).

Recent Developments

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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.

A total of 3,250,000 Shares and 3,250,000 Warrants

were issued in the private placement.

March 2021 Private Placement

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.

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.

Each unit consisted of one Share and 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

A total of 3,125,000 Shares and 3,125,000 Warrants were issued in the private placement.

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.

Bullen Property (Weld County)

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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 until 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.

In 2017, the Company signed a three year oil and

gas lease which in 2020 was extended for an additional three year term or until 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

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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

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 permit to create a new pooled unit.

During 2021, the operator advanced through the oil well production

drilling was completed in the first quarter, wellfield completion/fracking was completed during the second quarter, drill out

was completed in July, and flowback was completed in August.

By mid-August 2021, each of the eight (8) Blue Teal Fed wells commenced oil

and gas production.

During the 4th quarter, well production levels will be determined and Western will begin receiving its proportion

of royalty payments.

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 permit to create a new pooled unit.

During 2021, the operator advanced

through the oil well production stages:

drilling was completed in the first quarter, wellfield completion/fracking was completed during

the second quarter, drill out was completed in July, and flowback was completed in August.

By August 2021, each of the eight (8) Blue

Teal Fed wells had commenced oil and gas production.

The first gas production was sold in July and the first oil production was sold

Based upon Colorado rules, the operator may commence royalty payments not later than six months after the end of the month

in which production is first sold.

Thus the first monthly royalty check and royalty statement will be released at the January 2022 month-end

for the since inception cumulative for Western’s royalty interest in the pooled trust (0.003114 interest decimal).

Individual well

volumes are expected to continue to build to peak levels after about 100 days of production from the reservoir;

this will be accomplished

during the fourth quarter.

Kinetic Separation Licensing

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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.

On December 1, 2016, the CDPHE issued a determination that the proposed Kinetic Separation operations at the Sunday Mine Complex 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 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.

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 Complex 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 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.

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

Sunday Mine Complex Vanadium Project Supplementary Requirements

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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.

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

The Plaintiff submitted a reply brief on September 10, 2021.

Sunday Mine Complex Project 2021 Restart

On July 6, 2021, the Company issued a news release

(the “July 6 th News Release”) announcing its preparation for the resumption of mining activities at the Sunday

Mine Complex, which was reported on the Monthly Progress Report dated July 8, 2021 (the “June 2021 Report”) and filed on

the CSE website under the Company’s profile.

For further details, please refer to the July 6 th News Release and the

June 2021 Report.

The team has completed its first three weeks

on the resumption of mining activities at the Sunday Mine Complex.

As the base of operations was moved from the St.

Jude Mine into the

Sunday Mine, significant underground refurbishment has taken place.

Currently, the mines are partially ventilated, and power will be

upgraded to increase ventilation.

The project is operating well and on schedule with underground development projected to begin within

After upgrading explosives capabilities, the team will begin underground drifting of the last approximately 150 feet to complete

access to the GMG uranium ore body which wasn’t completed when Denison Mining shut down operations during the last uranium bull

Following development activities, limited ore production from this target area is anticipated.

In July 2021, the Company announced its preparation

for the resumption of mining activities at the Sunday Mine Complex (SMC).

The project entailed the development of multiple SMC ore bodies.

This year’s project involves a shift in the base of operations from the St.

Jude Mine (2019) to the Sunday Mine (2021).

development began in August following mine ventilation, power upgrades, and increasing explosive capabilities.

The first target was the

extension of the drift (tunnel) 150 feet to reach the first surface exploration drill hole to access the GMG Ore Body (GMG).

Early results

were positive as drilling toward the GMG resulted in the location of ore-grade material within thirty feet of the existing mine workings.

Notably, only limited exploration drilling has been done in this area due to the mountainous terrain on the surface above.

proceeded, very high-grade ore continued to be intersected through the drift path and on both sides of the drift.

As a result, the team

shifted from development to mining.

In a matter of only three working days, over 300 tons of high-grade uranium/vanadium ore was mined

from the drift.

Based upon on-site scintillometer readings, the content is estimated to contain 1.5%+ uranium U 3 O 8 .

Results indicate higher resource grades and larger quantities than expected.

Development of the GMG Ore Body will continue throughout

the remaining part of this year and into early 2022.

Van 4 Mine Permitting Status

A 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.

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.

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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.

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.

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

The Van 4 reclamation is ongoing.

Uranium Section 232 Investigation/Nuclear Fuel Working Group

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and reinvigorating recommendations.

In April 2020, the Department of Energy (“DoE”)

In April 2020, the U.S.

Department of Energy (“DoE”)

released the NFWG report entitled “Restoring America’s Competitive Nuclear Energy Advantage – A strategy to assure U.S.

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government agencies.

This remains an ongoing process where a number of bills were introduced in both

This remains an ongoing process where a number

of bills were introduced in both the U.S.

Senate and House to implement the key provisions of the NFWG report’s recommendations.

In November 2020, after the U.S.

election, the Senate Committee on Appropriations released its funding measures and allocations recommending the creation and funding of

the American Uranium Reserve.

In October 2020, the DoC extended the Russian Suspension Agreement for an additional 20 years until 2040.

election, the Senate Committee on Appropriations released its funding measures and allocations recommending

the creation and funding of the American Uranium Reserve.

In 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.

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.

and X-energy received awards to build demonstration models of their advanced reactor designs, and NuScale received support to deploy the

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

The International Development Finance Corp.

signed a letter of intent to finance NuScale’s development of 42 SMR modules in South

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, U.S.

Congress passed

the “COVID-Relief and Omnibus Spending Bill,” which included $75 million for the establishment of a strategic U.S.

The Biden-Harris Administration has rolled the 2021 funding into its 2022 fiscal year budget to continue this initiative.

Department of Energy (DOE) continues to work on establishing the parameters of the program and in August 2021, the DoE put out an

RFI to obtain additional comments related to the establishment of the DOE’s Uranium Reserve program with a submission deadline of

September 10, 2021.

Also, recent follow through includes the July 2021 public release of the uranium Section 232 report which the DoC

presented to President Trump in April 2019.

The report concluded that uranium imports were “weakening our internal economy”

and “threaten to impair the national security” and recommended immediate actions to “enable U.S.

producers to recapture

and sustain a market share of 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.

The Biden-Harris Administration has rolled the 2021 funding into its 2022 fiscal year budget to continue

this initiative.

The DoE continues to work on establishing the parameters of the program and in August 2021, the DoE put out a Request

for Information (RFI) to obtain additional comments related to the establishment of the DOE’s Uranium Reserve program.

13, 2021, Western submitted a response to the Request for Information:

Establishment of the Uranium Reserve Program to the DOE’s

National Nuclear Security Administration

Also, recent follow through includes the

July 2021 public release of the uranium Section 232 report which the DoC presented to President Trump in April 2019.

concluded that uranium imports were “weakening our internal economy” and “threaten to impair the national

security” and recommended immediate actions to “enable U.S.

producers to recapture and sustain a market share of U.S.

uranium consumption”.

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a petition for an investigation under Section 232 of the Trade Expansion Act of 1962 was requested by two domestic companies in November

On June 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.

The Section 232 National

Security Investigation of Imports of Vanadium was concluded and a report was submitted to President Biden in February 2021 and in July

2021 the report was made public.

It concluded that vanadium imports “do not threaten to impair the national security as defined

in Section 232,” but identified and recommended “several actions that would help to ensure reliable domestic sources of vanadium

and lessen the potential for imports to threaten national security.” No action has been taken on these recommendations.

In June of 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 was submitted to President Biden in February

2021.In July 2021, the report was made public.

It concluded that vanadium imports “do not threaten to impair the national security

as defined in Section 232,” but identified and recommended “several actions that would help to ensure reliable domestic sources

of vanadium and lessen the potential for imports to threaten national security.” No action has been taken on these recommendations.

Biden-Harris Administration

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to compete on a level playing field with renewable energy technologies.

The recent Infrastructure bill provides significant support for

nuclear power generation from existing reactors and new technologies.

There has been legislative advancement of implementation mechanisms

including tax credits, subsidies, and/or U.S.

utilities being required to produce an increasing proportion of electricity generation from

clean energy power sources.

There has been legislative advancement of implementation

mechanisms including tax credits, subsidies, and/or U.S.

utilities being required to produce an increasing proportion of electricity

generation from clean energy power sources.

President Biden’s Build Back Better agenda has several components supportive of nuclear

power generation.

Already signed into law is the $1.2 trillion Infrastructure Investment and Jobs Act that provides the United States

Department of Energy funding to prevent the premature retirement of existing nuclear plants and invest in advanced nuclear projects.

The separate $1.7 trillion Build Back Better Reconciliation Legislation, which is making its way through the U.S.

Congress, further addresses

climate change through the inclusion of a zero-emission nuclear power production credit.

If passed in its current form, beginning in

2022 qualified nuclear power facilities would be eligible to receive a base credit and a bonus credit if certain requirements are met.

Biden attended the United Nations Climate Change Conference (COP26) in Glasgow, Scotland.

His administration simultaneously released

a proposed plan targeting the reduction of methane emissions.

Many of the proposed initiatives from the Climate Summit target reduced

utilization of fossil fuels and if implemented expand future opportunities for nuclear power generation, given its ability to provide

baseload and carbon-free energy.

To conclude the COP2, in a surprise announcement, the U.S.

and China pledged to work together to slow

global warming.

This is significant because the U.S.

and China represent the two countries with the largest CO2 emissions.

pledged to take “enhanced climate actions” to meet the 2015 Paris Agreement temperature goal of limiting global warming to

less than 1.5C.

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.

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.

Sprott Physical Uranium Trust

The Sprott Physical Uranium Trust (U.UN) (the

“Trust”) took over the former Uranium Participation Corp.

(U.TO) and launched an at-the-market program (ATM) on August 17,

2021 to raise capital for the closed-ended trust.

In the three month period, since the inception of the ATM program, the Trust has bought

about 21 million pounds of uranium and spot prices have increased from a low of $30 to a peak of $51 before declining to $47 at the end

of this period.

Notably, the Trust’s activities have increased price discovery in the spot uranium markets and have removed inventory

from the market.

During 2020 and continuing into 2021, the world

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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

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 operations.

Results of Operations

For the Three Months

Ended June 30,

For the Six Months Ended

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Lease revenue

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Net loss per share - basic and diluted

Three Months Ended June 30, 2021 as Compared to the Three Months

Ended June 30, 2020

Three Months Ended September 30, 2021 as Compared to the Three

Months Ended September 30, 2020

Our condensed consolidated net loss for the three

months ended June 30, 2021 and 2020 was $474,610 and $1,088,183 or ($0.01) and ($0.04) per share, respectively.

months ended September 30, 2021 and 2020 was $830,493 and $366,433 for ($0.02) and ($0.01) per share, respectively.

The principal components

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Our comprehensive loss for the three months ended

June 30, 2021 and 2020 was $449,680 and $1,125,541, respectively.

Our revenue for the three months ended June 30,

September 30, 2021 and 2020 was $876,856 and $351,728, respectively.

Our revenue for the three months ended September

30, 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 rate.

The February 2, 2018 pipeline easement

with the initial operator has terminated resulting in a decrease in this portion of revenue.

The July 1, 2018 right-of-way agreement with

the new operator was consistent between periods.

The aforementioned revenue streams are derived from the Weld County oil and gas property.

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 rate.

The February 2, 2018 pipeline

easement, with the initial operator has terminated resulting in a decrease in this portion of revenue.

The July 1, 2018 right-of-way agreement

with the new operator was consistent between periods.

The aforementioned revenue streams are derived from the Weld County oil and gas

Mining Expenditures

Mining expenditures for the three months ended

June 30, 2021 were $40,034 as compared to $57,755 for the three months ended June 30, 2020.

The decrease in mining expenditures of $17,721,

or 31% was principally attributable to mining expenditures related to the Sunday Mine Complex project in 2020 during the second quarter

without corresponding 2021 expenditures.

September 30, 2021 were $335,028 as compared to $53,166 for the three months ended September 30, 2020.

The increase in mining expenditures

of $281,862, or 530% was principally attributable to mining expenditures related to resumption of mining operations at the Company’s

Sunday Mine Complex during the third quarter of 2021.

Professional Fees

Professional fees for the three months ended June

30, 2021 were $104,481 as compared to $111,421 for the three months ended June 30, 2020.

The decrease in professional fees of $6,940,

or 6% is primarily attributable to a $9,221 decrease in investor relations expenditures.

Professional fees for the three months ended September

30, 2021 were $136,174 as compared to $67,356 for the three months ended September 30, 2020.

The increase in professional fees of $68,818,

or 102% is primarily attributable to a $68,014 increase in legal fees.

General and Administrative

General and administrative expenses for the three

months ended June 30, 2021 were $262,799 as compared to $280,383 for the three months ended June 30, 2020.

The decrease in general and

administrative expense of $17,584, or 6% is principally due to a $45,924 decrease in stock-based compensation expense offset by a $12,132

increase in payroll expenses and $5,071 increase in insurance expense.

months ended September 30, 2021 were $361,301 as compared to $241,300 for the three months ended September 30, 2020.

The increase in general

and administrative expense of $120,001, or 50% is principally due to a $76,174 increase in payroll expenses and an $18,561 increase in

utilities in connection with the Sunday Mine Complex project.

Consulting Fees

Consulting fees for the three months ended June

30, 2021 were $4,009 as compared to $8,882 for the three months ended June 30, 2020.

The decrease in consulting fees was principally

due to the Company’s reduced utilization of consultants during the current period.

Consulting fees for the three months ended September

30, 2021 were $12,801 as compared to $10,846 for the three months ended September 30, 2020.

The increase in consulting fees of $1,955

or 18% was principally due to the Company’s increased utilization of consultants during the current period.

Interest Expense, net

Interest expense, net, for the three months ended June 30, 2021 was

$1,001 as compared to $1,885 for the three months ended June 30, 2020.

The decrease of interest expense, net, of $884 was comparable for

both quarterly periods presented, and was primarily driven by the accretion of our reclamation liability.

Interest expense, net, for the three months ended

September 30, 2021 was $1,344 as compared to $4,920 for the three months ended September 30, 2020.

The decrease of interest expense, net,

of $3,576 was due to the forgiveness of the Company’s Paycheck Protection Program loan during 2020.

Foreign Exchange

Foreign exchange gain (loss) for the three months

ended June 30, 2021 was $24,930 as compared to ($37,358) for the three months ended June 30, 2020.

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

Six Months Ended June 30, 2021 as Compared to the Six Months

Ended June 30, 2020

Our condensed consolidated net loss for the six

months ended June 30, 2021 and 2020 was $766,224 and $1,806,653 or ($0.02) and ($0.06) per share, respectively.

ended September 30, 2021 was $(46,363) as compared to $14,705 for the three months ended September 30, 2020.

The increase of the foreign

exchange loss is primarily due to holding cash balances in Canadian Dollars and the translation gain from using United Stated Dollars

as the reporting currency.

Nine Months Ended September 30, 2021 as Compared to the Nine

Months Ended September 30, 2020

Our condensed consolidated net loss for the nine

months ended September 30, 2021 and 2020 was $1,596,717 and $2,173,086 or ($0.04) and ($0.07) per share, respectively.

The principal components

of these quarter over quarter changes are discussed below.

Our comprehensive loss for the six months ended

June 30, 2021 and 2020 was $696,330 and $1,922,454, respectively.

Our revenue for the six months ended June 30,

Our comprehensive loss for the nine months ended

September 30, 2021 and 2020 was $1,573,186 and $2,274,182, respectively.

Our revenue for the nine months ended September

30, 2021 and 2020 was $48,465 and $33,465, 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 rate.

The February 2, 2018 pipeline easement

with the initial operator has terminated resulting in a decrease in this portion of revenue.

The July 1, 2018 right-of-way agreement with

the new operator was consistent between periods.

The aforementioned revenue streams are derived from the Weld County oil and gas property.

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 rate.

The February 2, 2018 pipeline

easement, with the initial operator has terminated resulting in a decrease in this portion of revenue.

The July 1, 2018 right-of-way agreement

with the new operator was consistent between periods.

The aforementioned revenue streams are derived from the Weld County oil and gas

Mining Expenditures

Mining expenditures for the six months ended

June 30, 2021 were $87,893 as compared to $292,471 for the six months ended June 30, 2020.

The decrease in mining expenditures of $204,578,

or 70% was principally attributable to mining expenditures related to the Sunday Mine Complex project in 2020 without corresponding 2021 expenditures.

Mining expenditures for the nine months ended

September 30, 2021 were $422,921 as compared to $345,637 for the nine months ended September 30, 2020.

The increase in mining expenditures

of $77,284 or 22% was principally attributable to mining expenditures related the resumption of mining operations at the Company’s

Sunday Mine Complex during the third quarter of 2021.

Professional Fees

Professional fees for the six months ended June

30, 2021 were $150,868 as compared to $185,177 for the six months ended June 30, 2020.

The decrease in professional fees of $34,309,

or 19% was due to a $13,013 decrease in investor relations expenditures and $20,947 reduction in other professional services utilization.

Professional fees for the nine months ended September

30, 2021 were $287,042 as compared to $252,533 for the nine months ended September 30, 2020.

The increase in professional fees of $34,509,

or 14% was due to a $49,823 increase in legal fees offset by an $11,764 reduction in investor relations costs.

General and Administrative

General and administrative expenses for the six

months ended June 30, 2021 were $473,980 as compared to $669,780 for the six months ended June 30, 2020.

The decrease in general and

administrative expense of $195,800, or 29% is due to a $199,966 decrease in stock-based compensation expense and $18,088 decrease in

travel and convention expenditures.

General and administrative expenses for the nine

months ended September 30, 2021 were $835,281 as compared to $911,080 for the nine months ended September 30, 2020.

The decrease in general

and administrative expense of $75,799, or 8% is due to a $208,059 decrease in stock-based compensation expense offset by an increase of

$106,688 in payroll expenses and an increase of $21,331 in utilities expenses in connection with the Sunday Mine Complex project.

Consulting Fees

Consulting fees for the six months ended June

30, 2021 were $4,009 as compared to $36,822 for the six months ended June 30, 2020.

The decrease in consulting fees was principally due

to the Company’s reduced utilization of consultants during the current period.

Consulting fees for the nine months ended September

30, 2021 were $16,810 as compared to $47,668 for the nine months ended September 30, 2020.

The decrease in consulting fees was principally

due to the Company’s reduced utilization of consultants during the current period.

Interest Expense, net

Interest expense, net, for the six months ended

June 30, 2021 was $3,343 as compared to $5,701 for the six months ended June 30, 2020.

The decrease of interest expense, net, of $2,358

was due to the forgiveness of the Company’s Paycheck Protection Program (PPP) loan.

Interest expense, net, for the nine months ended

September 30, 2021 was $4,687 as compared to $10,621 for the nine months ended September 30, 2020.

The decrease of interest expense, net,

of $5,934 was principally due to the forgiveness of the Company’s Paycheck Protection Program (PPP) loan.

Foreign Exchange

Foreign exchange gain (loss) for the six months

ended June 30, 2021 was $69,894 as compared to ($115,801) for the six months ended June 30, 2020.

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

Foreign exchange gain (loss) for the nine months

ended September 30, 2021 was $23,531 as compared to ($101,096) for the nine months ended September 30, 2020.

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.

Liquidity and Capital Resources

The Company’s cash balance as of June 30,

The Company’s cash balance as of September

30, 2021 was $4,445,103.

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.

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

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Net cash used in operating activities was $1,576,627

for the six months ended June 30, 2021, as compared with $656,376 for the six months ended June 30, 2020.

Of the $754,802 in net cash

used in operating activities, $766,224 is derived from our net loss before non-cash adjustments.

During the six months ended June 30,

2021, $8,564 represented an increase in depreciation, $2,867 represented an increase in accretion of reclamation liability, $18,856 represented

a decrease in prepaid expenses and other current assets, $52,388 represented an increase in accounts payable and accrued expenses, and

$32,310 represented a decrease in deferred revenue.

for the nine months ended September 30, 2021, as compared with $1,236,238 for the nine months ended September 30, 2020.

Of the $1,576,627

in net cash used in operating activities for the nine months ended September 2021, $1,596,717 is derived from our net loss before non-cash

This was offset by non-cash adjustments of $8,564 in depreciation, $5,983 for accretion of our reclamation liability, and

$542 in unrealized loss on our marketable securities.

Changes in our operating assets and liabilities for the period include an increase

of $80,454 in prepaid expenses and other current assets, an increase of $133,920 in accounts payable and accrued expenses, and a decrease

of $48,465 in deferred revenue.

Net cash used in investing activities

Net cash used in investing activities was $65,000

for the six months ended June 30, 2021, as compared with $0 for the six months ended June 30, 2020.

This capital expenditure relates

to purchasing property and equipment for our mining operations.

Net cash provided by financing activities

for the nine months ended September 30, 2021, as compared with $0 for the nine months ended September 30, 2020.

This capital expenditure

relates to purchasing property and equipment for our mining operations.

Net cash provided by financing activities

for the six months ended June 30, 2021 and 2020 were $5,466,722 and $73,116, respectively.

The Company completed two private

placements during the first quarter of 2021 representing aggregate net proceeds of $3,869,306 and received $1,597,416 from the

exercise of warrants.

Net cash provided by financing activities for

the nine months ended September 30, 2021 and 2020 were $5,519,337 and $73,116, respectively.

The Company completed two private placements

during the first quarter of 2021 representing aggregate net proceeds of $3,869,306 and received $1,650,031 from the exercise of warrants

during the nine months ended September 30, 2021.

Reclamation Liability

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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

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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.

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.

During the first quarter 2021, the Company received

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

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 $360,720 as of September 30, 2021) to Seller within 60 days of the first commercial

application of the kinetic separation technology.

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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.

Going Concern

The Company has incurred continuing losses from

its 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 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

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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.

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

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Off Balance Sheet Arrangements

As of June 30, 2021, there were no off-balance

As of September 30, 2021, there were no off-balance

sheet transactions.

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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

Significant 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

and liabilities at the date of the condensed consolidated financial statements and reported amounts of expenses during the reporting period.

Significant 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

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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 2. Management’s Discussion and Analysis