Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 20, 2022, we completed a non-brokered private placement
of 2,495,575 units at a price of CAD $1.60 per unit for aggregate gross proceeds of CAD $3,992,920. Each unit consisted of one common
share plus one common share purchase warrant. Each warrant entitled the holder to purchase one common share at a price of CAD $2.50 per
share for a period of three years. A total of 2,495,575 shares and 2,495,575 warrants were issued in the placement. Only accredited investors,
as defined in Rule 501(a) of Regulation D, participated in the placement. We relied on Rule 506(b) of Regulation D for offers and sales
of the units to both U.S. and non-U.S. subscribers.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
For Western, safety is a core value, and we strive
for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production,
addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation, and program
auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the
cornerstone of safety at Western, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace
accidents, incidents and losses, comply with all mining-related regulations, and provide support for both regulators and the industry
to improve mine safety.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator,
of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under
the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with
the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and
mining-related fatalities. Western went into active mining operations at the Sunday Mine Complex during 2021. During the quarter ended
March 31, 2022, Mine Safety and Health Administration (MSHA) mine inspections have not yielded any disclosures required by Section 1503(a)
of the Dodd-Frank Act.
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