Western Uranium & Vanadium Corp. 10-Q

Item 1. Financial Statements WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Stated in USD) (Unaudited) As of March 31, 2022 December 31, 2021 Assets Current assets: Cash $ 2,798,217 $ 880,821 Restricted cash, current portion 75,057 75,057 Prepaid uranium concentrate inventory 4,140,459 4,085,723 Prepaid expenses 359,582 153,701 Marketable securities 1,739 2,120 Other current assets 117,958 264,039 Total current assets 7,493,012 5,461,461 Restricted cash, net of current portion 665,389 665,389 Mineral properties and equipment, net 12,144,135 11,780,142 Kinetic separation intellectual property 9,488,051 9,488,051 Total assets $ 29,790,587 $ 27,395,043 Liabilities and Shareholders’ Equity Liabilities Current liabilities: Accounts payable and accrued liabilities $ 504,256 $ 699,593 Reclamation liability, current portion 75,057 75,057 Subscription payable - 146,177 Deferred revenue, current portion 64,620 48,465 Total current liabilities 643,933 969,292 Reclamation liability, net of current portion 199,140 196,563 Deferred tax liability 2,708,887 2,708,887 Deferred contingent consideration 374,499 362,794 Deferred revenue, net of current portion 27,705 60,015 Total liabilities 3,954,164 4,297,551 Commitments and Contingencies (Note 6) Shareholders’ Equity Common shares, no par value, unlimited authorized shares, 41,837,207 and 39,073,428 shares issued as of March 31, 2022 and December 31, 2021, respectively, and 41,836,901 and 39,073,122 shares outstanding as of March 31, 2022 and December 31, 2021, respectively 40,051,383 36,195,510 Treasury shares, 306 shares held in treasury as of March 31, 2022 and December 31, 2021 - - Accumulated deficit ( 14,335,099 ) ( 13,161,496 ) Accumulated other comprehensive income 120,139 63,478 Total shareholders’ equity 25,836,423 23,097,492 Total liabilities and shareholders’ equity $ 29,790,587 $ 27,395,043 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (Stated in USD) (Unaudited) For the Three Months Ended March 31, 2022 2021 Revenues Lease and royalty revenue $ 156,226 $ 16,155 Expenses Mining expenditures 289,038 47,859 Professional fees 136,060 46,387 General and administrative 863,062 211,181 Consulting fees 39,512 - Total operating expenses 1,327,672 305,427 Operating loss ( 1,171,446 ) ( 289,272 ) Accretion and interest 2,157 2,342 Net loss ( 1,173,603 ) ( 291,614 ) Other comprehensive income Foreign exchange gain 56,661 44,964 Comprehensive loss $ ( 1,116,942 ) $ ( 246,650 ) Net loss per share - basic and diluted $ ( 0.03 ) $ ( 0.01 ) Weighted average shares outstanding, basic and diluted 41,054,767 32,707,343 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Stated in USD) (Unaudited) Common Shares Treasury Shares Accumulated Accumulated Other Comprehensive Shares Amount Shares Amount Deficit Income (Loss) Total Balance as of January 1, 2022 39,073,122 $ 36,195,510 306 $ - $ ( 13,161,496 ) $ 63,478 $ 23,097,492 Private placement - January 20, 2022 2,495,575 3,011,878 - - - - 3,011,878 Stock based compensation - stock options - 502,145 - - - - 502,145 Proceeds from exercise of warrants 268,204 341,850 - - - - 341,850 Foreign exchange gain - - - - - 56,661 56,661 Net loss - - - - ( 1,173,603 ) - ( 1,173,603 ) Balance as of March 31, 2022 41,836,901 $ 40,051,383 306 $ - $ ( 14,335,099 ) $ 120,139 $ 25,836,423 Balance as of January 1, 2021 30,083,747 $ 29,886,367 306 $ - $ ( 11,087,459 ) $ ( 25,542 ) $ 18,773,366 Private placement - February 16, 2021 3,250,000 1,950,509 - - - - 1,950,509 Private placement - March 1, 2021 3,125,000 1,918,797 - - - - 1,918,797 Foreign exchange gain - - - - - 44,964 44,964 Net loss - - - - ( 291,614 ) - ( 291,614 ) Balance as of March 31, 2021 36,458,747 $ 33,755,673 306 $ - $ ( 11,379,073 ) $ 19,422 $ 22,396,022 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in USD) (Unaudited) For the Three Months Ended March 31, 2022 2021 Cash Flows From Operating Activities: Net loss $ ( 1,173,603 ) $ ( 291,614 ) Reconciliation of net loss to cash used in operating activities: Depreciation 5,908 2,657 Accretion of reclamation liability 2,577 2,758 Stock based compensation 495,120 - Change in marketable securities 381 ( 84 ) Change in operating assets and liabilities: Prepaid expenses and other current assets ( 59,800 ) 16,724 Accounts payable and accrued liabilities ( 195,338 ) 4,901 Subscription payable ( 146,177 ) - Reclamation liability - ( 2,669 ) Deferred revenue ( 16,155 ) ( 16,155 ) Net cash used in operating activities ( 1,087,087 ) ( 283,482 ) Cash Flows From Investing Activities Purchase of property and equipment ( 369,900 ) ( 65,000 ) Net cash used in investing activities ( 369,900 ) ( 65,000 ) Cash Flows From Financing Activities Proceeds from warrant exercises 341,850 - Issuances of Common shares, net of offering costs 3,011,878 3,869,306 Net cash provided by financing activities 3,353,728 3,869,306 Effect of foreign exchange rate on cash 20,655 33,723 Net increase in cash and restricted cash 1,917,396 3,554,547 Cash and restricted cash - beginning 1,621,267 1,472,061 Cash and restricted cash - ending $ 3,538,663 $ 5,026,608 Cash $ 2,798,217 $ 4,119,776 Restricted cash, current portion 75,057 906,832 Restricted cash, noncurrent 665,389 - Total $ 3,538,663 $ 5,026,608 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ - $ - Income taxes $ - $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 1 – BUSINESS Nature of operations Western Uranium & Vanadium Corp. (“Western” or the “Company”) was incorporated in December 2006 under the Ontario Business Corporations Act. On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (“CSE”). As part of that process, the Company acquired 100 % of the members’ interests of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability company. The transaction constituted a reverse takeover (“RTO”) of Western by PRM. Subsequent to obtaining appropriate shareholder approvals, the Company reconstituted its Board of Directors and senior management team. Effective September 16, 2015, Western completed its acquisition of Black Range Minerals Limited (“Black Range”). The Company’s registered office is located at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8, and its common shares are listed on the CSE under the symbol “WUC.” On April 22, 2016, the Company’s common shares began trading on the OTC Pink Open Market, and on May 23, 2016, the Company’s common shares were approved for trading on the OTCQX Best Market. The Company’s principal business activity is the acquisition and development of uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America (“United States”). On June 28, 2016, the Company’s registration statement became effective and Western became a United States reporting issuer. Thereafter, the Company was approved for Depository Trust Company eligibility through the Depository Trust and Clearing Corporation, which facilitates electronic book-entry delivery, settlement, and depository services for shares in the United States. Note 2 – Liquidity and going concern The Company has incurred continuing losses from its operations and negative operating cash flows from operations. As of March 31, 2022, the Company had an accumulated deficit of $ 14,335,099 and working capital of $ 6,849,079 . Since inception, the Company has met its liquidity requirements principally through the issuance of notes and the sale of its common shares. On January 20, 2022, the Company closed a non-brokered private placement of 2,495,575 units at a price of CAD $ 1.60 per unit. The aggregate gross proceeds raised in the private placement amounted to CAD $ 3,992,920 (USD $ 3,011,878 in net proceeds). During the three months ended March 31, 2022, the Company received $ 341,850 in proceeds from the exercise of warrants. The Company’s ability to continue its planned operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management’s plans include seeking to procure additional funds through debt and equity financing, to secure regulatory approval to fully utilize its kinetic separation (“Kinetic Separation”) technology, and to initiate the processing of ore to generate operating cash flows. There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned product development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern to sustain operations for at least one year from the issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. 5 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) 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. GAAP. 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, 2021, as filed with the SEC on April 15, 2022. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2022. The accompanying condensed consolidated financial statements include the accounts of Western and its wholly-owned subsidiaries, Western Uranium Corp. (Utah), PRM, Black Range, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black Range Minerals Colorado LLC, Black Range Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals Utah LLC, Black Range Minerals Ablation Holdings Inc., and Black Range Development Utah LLC. All inter-company transactions and balances have been eliminated upon consolidation. The Company has established the existence of mineralized materials for certain uranium projects. The Company has not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”), through the completion of a “final” or “bankable” feasibility study for any of its uranium projects. Exploration Stage and Mineral Properties In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to search for additional mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities, disposal wells, and mine development, are expensed as incurred until such time proven or probable reserves are established for that uranium project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Expenditures relating to mining and ore production while the Company is in the exploration stage and while the ore is stockpiled underground are expensed as incurred. 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 goods sold. 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 activities. Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if the Company had been in the production stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, the Company’s condensed consolidated financial statements may not be directly comparable to the financial statements of companies in the production stage. Western will not be eligible to become a production stage issuer, and will remain an exploration stage issuer, until such time as mineral reserves are established on at least one material property. 6 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) Note 3 – SUMMARY OF Significant Accounting Policies, CONTINUED Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty, and the effects on the condensed consolidated financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the determination of the fair value of transactions involving common shares, assessment of the useful life and evaluation for impairment of Kinetic Separation intellectual property, valuation and impairment assessments of mineral properties and equipment, valuation of deferred contingent consideration, valuation of the reclamation liability, valuation of stock-based compensation, and valuation of available-for-sale securities. Other areas requiring estimates include allocations of expenditures, depletion, and amortization of mineral rights and properties. Actual results could differ from those estimates. Foreign Currency Translation The reporting currency of the Company, including its subsidiaries, is the United States dollar. The financial statements of subsidiaries located outside of the U.S. are measured in their functional currency, which is the local currency. The functional currency of the parent (Western Uranium & Vanadium Corp. (Ontario)) is the Canadian dollar. Monetary assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date. Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Income and expense items are translated using average monthly exchange rates. Non-monetary assets are translated at their historical exchange rates. Translation adjustments are included in “Accumulated other comprehensive income” in the condensed consolidated balance sheets. Revenue Recognition The Company leases certain of its mineral properties for the exploration and production of oil and gas reserves. The Company accounts for lease revenue in accordance with the FASB ASC 842, Leases . Lease payments received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Royalty payments are recognized as revenues based upon production. Fair Values of Financial Instruments The carrying amounts of cash, restricted cash, accounts payable, subscription payable, contingent consideration 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 operating 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. The FASB ASC 820, Fair Value Measurements and Disclosures , provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3 - Significant unobservable inputs that cannot be corroborated by market data and inputs that are derived principally from or corroborated by observable market data or correlation by other means. 7 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) Note 3 – SUMMARY OF Significant Accounting Policies, continued Fair Values of Financial Instruments (continued) The fair value of the Company’s financial instruments are as follows: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities as of March 31, 2022 $ 1,739 $ - $ - Marketable securities as of December 31, 2021 $ 2,120 $ - $ - Stock-Based Compensation The Company follows the FASB ASC 718, Compensation - Stock Compensation , which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the fair value of the stock or the fair value of the service, whichever is more readily measurable. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock-based awards under ASC 718. The fair value is charged to earnings depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award. The Company recognizes forfeitures at the time forfeitures occur. 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 months ended March 31, 2022 and 2021 excludes potentially dilutive securities. The computations of net loss per share for each of the three months presented is the same for both basic and fully diluted. Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. For the Three Months Ended March 31, 2022 2021 Warrants to purchase common shares 11,351,080 14,526,119 Options to purchase common shares 3,108,000 2,808,000 Total potentially dilutive securities 14,459,080 17,334,119 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. 8 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY The Company’s mining properties acquired on August 18, 2014 that the Company retains as of March 31, 2022 include: The San Rafael Uranium Project located in Emery County, Utah; The Sunday Mine Complex located in western San Miguel County, Colorado; The Van 4 Mine located in western Montrose County, Colorado; The Sage Mine located in San Juan County, Utah, and San Miguel County, Colorado. These mining properties include leased land in the states of Colorado and Utah. None of these mining properties were operational at the date of acquisition. The Company’s mining properties acquired on September 16, 2015 that the Company retains as of March 31, 2022include 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. All of the mining assets represent properties which have previously been mined, to different degrees, for uranium. As the Company has not formally established proven or probable reserves on any of its properties, there is inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. The Company’s mineral properties and equipment and kinetic separation intellectual property are: As of March 31, 2022 As of December 31, 2021 Mineral properties and equipment $ 12,144,135 $ 11,780,142 Kinetic separation intellectual property $ 9,488,051 $ 9,488,051 Oil and Gas Lease and Easement The Company entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by the Company of approximately 160 surface acres of the Company’s property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty from the lessee’s revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest. The Company has also received cash 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. 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. On January 31, 2022, the operator of the Weld County Colorado oil and gas pooled trust issued the first cumulative royalty payment check in the amount of $ 207,552 for August 2021 through December 2021 sales which was recognized as income in the fourth quarter of 2021. During the three months ended March 31, 2022 and 2021, the Company recognized aggregate revenue of $ 156,226 and $ 16,155 , respectively, under these oil and gas lease arrangements. 9 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED Reclamation Liabilities The Company’s mines are subject to certain asset retirement obligations, which the Company has recorded as reclamation liabilities. The reclamation liabilities of the United States mines are subject to legal and regulatory requirements, and estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The reclamation liability represents the Company’s best estimate of the present value of future reclamation costs in connection with the mineral properties. The Company determined the gross reclamation liabilities of the mineral properties as of March 31, 2022 and December 31, 2021, to be approximately $ 740,446 and $ 740,446 , respectively. On March 2, 2020, the Colorado Mined Land Reclamation Board (“MLRB”) issued an order vacating the Van 4 Temporary Cessation, terminating mining operations and ordering commencement of final reclamation. The Company has begun the reclamation of the Van 4 Mine. The reclamation cost is fully covered by the reclamation bonds posted upon acquisition of the property. The Company adjusted the fair value of its reclamation obligation for the Van 4 Mine. The portion of the reclamation liability related to the Van 4 Mine and its related restricted cash are included in current liabilities and current assets, respectively, at a value of $ 75,057 . The Company expects to begin incurring the reclamation liability after 2054 for all mines that are not in reclamation and accordingly, has discounted the gross liabilities over their remaining lives using a discount rate of 5.4%. The net discounted aggregated values as of March 31, 2022 and December 31, 2021 were $274,197 and $271,620, respectively. The gross reclamation liabilities as of March 31, 2022 and December 31, 2021 are secured by financial warranties in the amount of $ 740,446 and $ 740,446 , respectively. Reclamation liability activity for the three months ended March 31, 2022 and 2021 consists of: For the Three Months Ended March 31, 2022 2021 Beginning balance $ 271,620 $ 309,940 Accretion 2,577 2,758 Discontinuation of reclamation liability - ( 2,669 ) Ending Balance $ 274,197 $ 310,029 10 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED Sunday Mine Complex Permitting Status On February 4, 2020, the Colorado DRMS sent a Notice of Hearing to Declare Termination of Mining Operations related to the status of the mining permits issued by the state of Colorado for the Sunday Mine Complex. At issue was the application of an unchallenged Colorado Court of Appeals Opinion for a separate mine (Van 4) with very different facts that are retroactively modifying DRMS rules and regulations. The Company maintains that it was timely in meeting existing rules and regulations. The hearing was scheduled to be held during several monthly MLRB Board meetings, but this matter was delayed several times. The permit hearing was held during the MLRB Board monthly meeting on July 22, 2020. At issue was the status of the five existing permits which comprise the Sunday Mine Complex. Due to COVID-19 restrictions, the hearing took place utilizing a virtual-only format. The Company prevailed in a 3 to 1 decision which acknowledged that the work completed at the Sunday Mine Complex under DRMS oversight was timely and sufficient for Western to maintain these permits. In a subsequent July 30, 2020 letter, the DRMS notified the Company that the status of the five permits (Sunday, West Sunday, St. Jude, Carnation, and Topaz) had been changed to “Active” status effective June 10, 2019, the original date on which the change of the status was approved. On August 23, 2020, the Company initiated a request for Temporary Cessation status for the Sunday Mine Complex as the mines had not been restarted within a 180-day window due to the direct and indirect impacts of the COVID-19 pandemic. Accordingly, a permit hearing was scheduled for October 21, 2020 to determine Temporary Cessation status. In a unanimous vote, the MLRB approved Temporary Cessation status for each of the five Sunday Mine Complex permits (Sunday, West Sunday, St. Jude, Carnation, and Topaz). On October 9, 2020, the MLRB issued a board order which finalized the findings of the July 22, 2020 permit hearing. On November 10, 2020, the MLRB issued a board order which finalized the findings of the October 21, 2020 permit hearing. On November 6, 2020, the MLRB signed an order placing the five Sunday Mine Complex mine permits into Temporary Cessation. On November 12, 2020, a coalition of environmental groups (the “Plaintiffs”) filed a complaint against the MLRB seeking a partial appeal of the July 22, 2020 decision by requesting termination of the Topaz Mine permit. On December 15, 2020, the same coalition of environmental groups amended their complaint against the MLRB seeking a partial appeal of the October 21, 2020 decision requesting termination of the Topaz Mine permit. The Company has joined with the MLRB in defense of their July 22, 2020 and October 21, 2020 decisions. On May 5, 2021, the Plaintiffs in the Topaz Appeal filed an opening brief with the Denver District Court seeking to overturn the July 22, 2020 and October 21, 2020 MLRB permit hearing decisions on the Topaz Mine permit. The MLRB and the Company were to respond with an answer brief within 35 days on or before June 9, 2021, but instead sought a settlement. The judicial review process was delayed as extensions were put in place until August 20, 2021. A settlement was not reached, and the MLRB and the Company submitted answer briefs on August 20, 2021. The Plaintiff submitted a reply brief on September 10, 2021. On March 1, 2022, the Denver District Court reversed the MLRB’s orders regarding the Topaz Mine and remanded the case back to MLRB for further proceedings consistent with its order. The Company and the MLRB had until April 19, 2022 to appeal the Denver District Court’s ruling. Neither the Company nor the MLRB appealed the Denver District Court ruling. Western anticipates receiving an MLRB board order of reclamation for the Topaz Mine in June/July 2022. The Company is continuing to work toward the completion of an updated Topaz Mine Plan of Operations which is a separate federal requirement of the BLM for the conduct of mining activities on federal land that has precluded the Company from commencing active mining operations at the Topaz Mine. Kinetic Separation Intellectual Property The Kinetic Separation intellectual property was acquired in Western’s acquisition of Black Range 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. The Company may not sell or assign the Kinetic Separation license; however, the license could be transferred in the case of a sale of the Company. 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. This patent is supported by two provisional patent applications. The provisional patent applications expired after one year but were incorporated in the U.S. 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. Mining Equipment Purchases During the three months ended March 31, 2022 and 2021, Western purchased $ 369,900 and $ 65,000 , respectively, in mining equipment and vehicles. 11 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 5 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: As of March 31, 2022 December 31, 2021 Trade accounts payable $ 340,265 $ 510,831 Accrued liabilities 163,991 188,762 Total accounts payable and accrued liabilities $ 504,256 $ 699,593 NOTE 6 – COMMITMENTS AND CONTINGENCIES Supply Contract 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 period through 2022. On March 8, 2021, the Company entered into an agreement with a third party to complete the Year 4 (2021) uranium concentrate delivery. The Company paid $ 78,000 in April 2021 to the assignee for which the assignee made the delivery in May 2021. In April 2022, in satisfaction of the Year 5 delivery under its supply contract, the Company delivered 125,000 lbs of uranium concentrate from its prepaid uranium concentrate inventory. This delivery of uranium concentrate resulted in a sale of $7,130,000, at a price of $57.04 per pound. In May 2022, the Company received the cash proceeds from this sale (See note 11). Strategic Acquisition of Physical Uranium In May 2021, the Company executed a binding agreement to purchase 125,000 pounds of natural uranium concentrate at $32.16 per pound. In December 2021, the Company paid $4,020,000, in connection with its full prepayment of the purchase price for 125,000 pounds of natural uranium concentrate. This uranium concentrate was subsequently delivered under the terms of the aforementioned uranium concentrates supply agreement in April 2022. NOTE 7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS Authorized Capital The holders of the Company’s common shares are entitled to one vote per share. Holders of common shares are entitled to ratably receive 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 ratably in all assets of the Company that are legally available for distribution. As of March 31, 2022 and December 31, 2021, an unlimited number of common shares were authorized for issuance. Private Placements On January 20, 2022, the Company closed a non-brokered private placement of 2,495,575 units at a price of CAD $ 1.60 per unit. The aggregate gross proceeds raised in the private placement amounted to CAD $ 3,992,920 (USD $ 3,011,878 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 $ 2.50 per Share for a period of three years following the closing date of the private placement. A total of 2,495,575 Shares and 2,495,575 Warrants were issued in the private placement. Warrant Exercises During the three months ended March 31, 2022, an aggregate of 268,204 warrants were exercised for total gross proceeds of $ 341,850 . 12 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED Incentive Stock Option Plan The Company maintains an Incentive Stock Option Plan (the “Plan”) that permits the granting of stock options as incentive compensation. Shareholders of the Company approved the Plan on June 30, 2008 and amendments to the Plan on June 20, 2013. The board of directors approved additional changes to the Plan on September 12, 2015 and as of October 1, 2021. The purpose of the Plan is to attract, retain, and motivate directors, management, staff, and consultants by providing them with the opportunity, through stock options, to acquire a proprietary interest in the Company and benefit from its growth. The Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed 10 % of the issued and outstanding common shares at the time stock options are granted. As of March 31, 2022, a total of 41,836,901 common shares were outstanding, and at that date the maximum number of stock options eligible for issue under the Plan was 4,183,690 . Stock Options On February 10, 2022, the Company granted options under the Plan for the purchase of an aggregate of 900,000 common shares to five individuals consisting of directors and officers of the Company. The options have a five year term, an exercise price of CAD $ 1.76 (US $ 1.41 as of March 31, 2022) and vest equally in thirds commencing initially on the date of grant and thereafter on April 1, 2022, and July 1, 2022. The Company utilized the Black-Scholes option pricing model to determine the fair value of these stock options, using the assumptions as outlined below. February 10, 2022 Stock Price CAD $ 1.76 Exercise Price CAD $ 1.76 Number of Options Granted 900,000 Dividend Yield 0 % Expected Volatility 103.3 % Weighted Average Risk-Free Interest Rate 1.61 % Expected life (in years) 2.6 Number of Shares Weighted Average Exercise Price Weighted Average Contractual Life (Years) Weighted Average Grant Date Fair Value Intrinsic Value Outstanding – January 1, 2022 2,324,670 $ 1.35 1.67 $ 0.39 $ 528,714 Granted 900,000 1.41 - 0.84 Expired ( 116,670 ) 2.00 - 0.27 - Outstanding – March 31, 2022 3,108,000 $ 1.37 2.65 $ 0.52 $ 2,291,370 Exercisable – March 31, 2022 2,508,000 $ 1.36 2.06 $ 0.45 $ 1,873,388 The Company’s stock-based compensation expense related to stock options for the three months ended March 31, 2022 and 2020 was $ 495,120 and $ 0 , respectively, which is included in general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive loss. As of March 31, 2022 and December 31, 2021, the Company had $ 251,074 and $ 0 in unamortized stock option expense, respectively. 13 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) NOTE 7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED Warrants Number of Shares Weighted Average Exercise Price Weighted Average Contractual Life (Years) Intrinsic Value Outstanding - January 1, 2022 9,735,948 $ 1.09 1.49 3,799,606 Issued 2,517,760 2.00 - - Exercised ( 268,204 ) 1.28 - - Expired ( 634,424 ) 2.60 - - Outstanding – March31, 2022 11,351,080 $ 1.29 1.76 $ 9,278,920 Exercisable – March31, 2022 11,351,080 $ 1.29 1.76 $ 9,278,920 Note 8 – Mining Expenditures For the Three Months Ended March 31, 2022 2021 Permits $ 27,767 $ 40,724 Mining costs 259,870 5,976 Royalties 1,401 1,159 $ 289,038 $ 47,859 NOTE 9 – Related Party Transactions AND BALANCES The Company has transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows: 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 $374,499 as of March 31, 2022) to Seller within 60 days of the first commercial application of the kinetic separation technology. Western assumed this contingent payment obligation in connection with the acquisition of Black Range. At the date of the acquisition of Black Range, this contingent obligation was determined to be probable. Since the deferred contingent consideration obligation is probable and the amount is estimable, the Company recorded the deferred contingent consideration as an assumed liability in the amount of $ 374,499 and $ 362,794 as of March 31, 2022 and December 31, 2021, respectively. The Company also owed Mr. Glasier reimbursable expenses in the amount of $ 21,000 and $ 65,753 as of March 31, 2022 and December 31, 2021, respectively. 14 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) Note 10 – COVID-19 The world has been, and continues to be, impacted by the COVID-19 pandemic. COVID-19, and measures to prevent its spread, impacted our business in a number of ways. The impact of these disruptions and the extent of their adverse impact on the Company’s financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unpredictable duration and severity of the impacts of COVID-19, and among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward and developing strain mutations. To date, COVID-19 has primarily caused Western delays in reporting, regulatory matters, and operations. Most 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 delayed because of COVID-19 pandemic lockdowns. The need to observe quarantine periods also caused a limited loss of manpower and delay to the 2021/2022 Sunday Mine Complex project. The COVID-19 pandemic has limited and continues to limit Western’s participation in industry and investor conference events. The Company is continuing to monitor COVID-19 and its subvariants and the potential impact of the pandemic on the Company’s operations. NOTE 11 – SUBSEQUENT EVENTS Exercise of Warrants Subsequent to March 31, 2022 and through May 19, 2022, the Company received CAD $ 2,598,860 and issued 1,477,743 shares of common stock pursuant to the exercise of warrants. Sale of Prepaid Uranium Concentrate Inventory In May 2022 prior to the release of March 31, 2022 financial reporting, the Company received $ 7,130,000 related to the sale of its prepaid uranium concentrate inventory in connection with its supply contract. 15