What changed in this filing

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Item 1. Business

2023-04-17 compared with 2022-04-15 · 338 added, 370 removed, 132 unchanged (84% of the section changed)

1 unchanged sentence

Western Uranium & Vanadium Corp.

(formerly known

as Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations Act and was formerly a non-listed

reporting issuer subject to the rules and regulations of the Ontario Securities Commission.

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 issued

and outstanding shares of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability company.

The transaction constituted

a reverse takeover of Western by PRM.

After obtaining appropriate shareholder approvals, the Company subsequently reconstituted its board

of directors and senior management team.

On August 18, 2014, the Company closed on the purchase

of certain mining properties in Colorado and Utah from Energy Fuels Holding Corp.

Assets purchased included both owned and leased 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.

(formerly known as Western Uranium

Corporation) was incorporated in December 2006 under the Ontario Business Corporations Act and was formerly a non-listed reporting issuer

subject to the rules and regulations of the Ontario Securities Commission.

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 issued and outstanding

shares of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability company.

The transaction constituted a reverse takeover

of Western by PRM.

After obtaining appropriate shareholder approvals, the Company subsequently reconstituted its board of directors and

senior management team.

On August 18, 2014, the Company closed on the purchase of certain mining

properties in Colorado and Utah from Energy Fuels Holding Corp.

Assets purchased included both owned and leased 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.

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

consists of the following five individual mines:

the Sunday mine, the Carnation mine, the Saint Jude mine, the West Sunday mine and the

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 mine workings, office/storage/shop

and change buildings, and extensive underground haulage development with multiple vent shafts complete with exhaust fans.

After the completion

of the 2019/2020 project, the Sunday Mine Complex was advanced such that it is operationally ready to re-start mining operations.

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.

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 to certain employees,

directors and consultants options to purchase Western common shares.

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.

In connection with the Black Range Transaction, Western

acquired the net assets of Black Range.

These net assets consist principally of interests in a large uranium resource located in Colorado

(the “Hansen-Taylor Complex”) and a 100% interest in a 25 year license for Kinetic Separation (“Kinetic Separation”,

formerly known as “Ablation”) and related patents from Ablation Technologies, LLC.

The Hansen-Taylor Complex is principally

a sandstone-hosted deposit that was discovered in 1977.

The complex consists of

the following five individual mines:

the Sunday mine, the Carnation mine, the Saint Jude mine and the West Sunday 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.

each of the mines has good access to a paved highway, electric power to existing mine workings, office/storage/shop and change buildings,

and extensive underground haulage development with multiple vent shafts complete with exhaust fans.

After the completion of the 2019/2020

project, the Sunday Mine Complex was advanced such that it is operationally ready and mining operations have been restarted.

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 to certain employees, directors and consultants options

to purchase Western common shares.

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.

In connection with the Black Range Transaction, Western acquired the

net assets of Black Range.

These net assets consist principally of interests in a large uranium resource located in Colorado (the “Hansen-Taylor

Complex”) and a 100% interest in a 25 year license for Kinetic Separation (“Kinetic Separation”, formerly known as “Ablation”)

and related patents from Ablation Technologies, LLC.

The Hansen-Taylor Complex is principally a sandstone-hosted deposit that was discovered

Furthermore, related to Kinetic Separation in connection with the acquisition

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obligation in connection with the Black Range Transaction.

The Kinetic Separation process is dramatically different

from conventional mining techniques.

Subject to regulatory approvals for the use of Kinetic Separation, the benefits of Kinetic Separation

are as follows:

● Mining, crushing, and separation

of waste from minerals (uranium and vanadium), used most effectively, occurs underground

(inside the mine).

Under this approach the costs of moving material to the surface are less

as 85%-90% of the mined material remains underground and is never brought outside the mine.

radiometric exposure throughout the process due to reduced waste rock on the surface and

after the milling process less tailings.

Overall surface waste material is reduced and the

time duration of material handling is reduced.

costs for transportation of post-kinetically separated material because 85-90% of the mined

material would not need to be transported.

the kinetically separated material reaches the mill, the acid consumption at the mill and

power is much less due to the lower quantity and more concentrated material moving through

the milling process.

The Kinetic Separation process is dramatically different from conventional

mining techniques.

Subject to regulatory approvals for its use, Kinetic Separation is beneficial in the following ways:

crushing, and separation of waste from minerals (uranium and vanadium) can occur underground (inside the mine), at the mine above ground,

at a location between the mine and the mill, or at the mill.

● Value-added

of the process is that 85%-90% of the waste is separated at earlier steps in the process, thus saving costs in later steps.

● Benefits include reduced radiometric exposure, reduced duration of material

handling, and lower costs for transportation.

● Processing reduced ore quantities is beneficial at the mill stage due to

the reduction in acid and power consumption and post-milling tailings.

Kinetic Separation can be used on legacy uranium stockpiles in the

western United States.

WUC would kinetically separate these stockpiles, removing 85-90% of the uranium.

This is an application through

which Kinetic Separation could positively contribute to the “greening of the environment”.

According to a study there are

approximately 4,225 legacy uranium mines from the 1940-1970 period throughout the Western United States, most of which have waste stockpiles.

In the estimation of management, Kinetic Separation

mining allows the cost of production of uranium to be reduced by 44-53%.

Our common shares are listed on the Canadian Securities

Exchange, also known as the “CSE,” under the symbol “WUC”, and are also quoted in the United States on the OTCQX

Best Market under the symbol “WSTRF.” We are headquartered in Ontario, Canada with mining operations in the two U.S.

of Utah and Colorado.

The mailing address of our headquarters is 330 Bay Street, Suite 1400, Toronto, Ontario, M5H2S8, Canada, and the

telephone number is (970) 864-2125.

western United States, removing 85-90% of the uranium.

This is an application through which Kinetic Separation could positively contribute

to the “greening of the environment”.

According to a study there are approximately 4,225 legacy uranium mines from the 1940-1970

period throughout the Western United States, most of which have waste stockpiles.

At the present time, kinetically separating these legacy

stockpiles is not currently planned by the Company.

In the estimation of management, Kinetic Separation mining allows the

cost of production of uranium to be reduced by 44-53%.

Our common shares are listed on the Canadian Securities Exchange, also

known as the “CSE,” under the symbol “WUC”, and are also quoted in the United States on the OTCQX Best Market

under the symbol “WSTRF.” We are headquartered in Ontario, Canada with mining operations in the two U.S.

states of Utah and

The mailing address of our headquarters is 330 Bay Street, Suite 1400, Toronto, Ontario, M5H2S8, Canada, and the telephone number

is (970) 864-2125.

Our corporate website is located at http://www.western-uranium.com/.

We are an “emerging growth company” as

that term is defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).

The JOBS Act defines an “emerging

growth company” as one that had total annual gross revenues of less than $1,000,000,000 during the last fiscal year.

Section 102(b)

(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Securities Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act also provides that a company can elect to opt out of the extended transition period provided by Section 102(b)(1)

of the JOBS Act and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Our wholly-owned subsidiaries are Western Uranium

Corp., Pinon Ridge Mining LLC, Black Range Minerals Limited, 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.

We are an “emerging growth company” as that term is defined

in the Jumpstart Our Business Startups Act (the “JOBS Act”).

The JOBS Act defines an “emerging growth company”

as one that had total annual gross revenues of less than $1,235,000,000 during the last fiscal year.

Section 102(b) (1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Securities Exchange Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act also provides

that a company can elect to opt out of the extended transition period provided by Section 102(b)(1) of the JOBS Act and comply with the

requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Our wholly-owned subsidiaries are Western Uranium Corp., Pinon Ridge

Mining LLC, Black Range Minerals Limited, 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.

Western is in the business of exploring, developing,

mining and production of its uranium and vanadium resource properties.

Western is an exploration stage issuer for purposes

Under S-K 1300, a mining company like ours can be classified as either an exploration stage issuer, a development stage

issuer or a production stage issuer.

Exploration stage issuers are companies that are engaged in the search for mineral deposits, which

are not in either the development stage or the production stage.

In order to be classified as a development stage issuer or a production

stage issuer, the Company must have already established mineral reserves.

The Company has not established mineral reserves for purposes

Our mineral properties are located in western Colorado

and eastern Utah and adjacent areas of the western United States.

Our primary focus is bringing the fully permitted Sunday Mine Complex

into production, permitting the San Rafael Project and the commercialization of Kinetic Separation.

The Sunday Mine Complex is located in western San

Miguel County, Colorado.

Western is in the business of exploring, developing, mining and production

of its uranium and vanadium resource properties.

Western is an exploration stage issuer for purposes of S-K 1300.

S-K 1300, a mining company like ours can be classified as either an exploration stage issuer, a development stage issuer or a production

stage issuer.

Exploration stage issuers are companies that are engaged in the search for mineral deposits, which are not in either the

development stage or the production stage.

In order to be classified as a development stage issuer or a production stage issuer, the Company

must have already established mineral reserves.

The Company has not established mineral reserves for purposes of S-K 1300.

Our mineral properties are located in western Colorado and eastern

Utah and adjacent areas of the western United States.

We have committed to permitting and building our own mill to process uranium and

vanadium and incorporating Kinetic Separation into our licensing.

Our primary focus is scaling up the fully permitted Sunday Mine Complex

into higher levels of mining production, the commercialization of Kinetic Separation and permitting the San Rafael Project.

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

The complex consists of the following five individual mines:

the Sunday mine, the Carnation mine, the Saint

Jude mine, the West Sunday 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 mine workings, office/storage/shop and change buildings, and extensive underground haulage development with multiple vent

shafts complete with exhaust fans.

We have acquired a license for Kinetic Separation,

which provides a low cost, purely physical, method of separating uranium and vanadium mineralization from waste.

No chemicals are added

in the process, yet very high mineral recoveries can be achieved with considerable mass reduction;

facilitating the separation of a high-value,

high-grade ore product from a coarse-grained barren “clean sand” product.

Application of Kinetic Separation is expected to

have a very positive effect on the development of not only our Sunday Mine Complex, but also most of our and others’ deposits,

because it significantly reduces both capital and operating costs.

Extensive test work has shown that from amenable sandstone-hosted

ore types, typically more than 90% of the mineralization can be separated into 10-20% of the initial sample mass.

Our vision is to become a leading uranium and vanadium developer and

Our strategy is to build value for shareholders by advancing our projects towards scaled-up production.

The increase in vanadium

price levels during 2017/2018 increased the relative importance of this resource to the Company.

Hence, Western is increasingly able to

baseload mine production with vanadium as a co-product.

As a result, during 2019 Western implemented a mine re-opening project at the

Sunday Mine Complex to identify high-grade vanadium ore, followed by bulk sampling and development drilling.

Active mining was conducted

and the extracted ore was stockpiled underground in the mines.

The project was continued in 2020 as multiple surface infrastructure projects

were completed to meet DRMS requirements.

Completion of the DRMS prerequisites has enabled the newly mined and stockpiled underground

ore to be brought to the surface.

Ore pad construction, the last of the surface projects, was completed;

however, its final inspection

approvals were delayed until May 2020 due to the COVID-19 outbreak.

The Company holds an exclusive 25-year license to use Kinetic Separation,

a proven technology that we anticipate will improve the efficiency of the mining from Western’s sandstone-hosted ore.

agreement was entered into on March 17, 2015 and expires on 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, it could be transferred in the sale of Western or the subsidiary holding the

At any time we may have acquisition or partnering

opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular

opportunities, analysis of technical, financial and other confidential information, submission of indications of interest, participation

in preliminary discussions and negotiations, and involvement as a bidder in competitive processes.

the Sunday mine, the Carnation mine, the Saint Jude mine, the West Sunday

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 mine workings,

office/storage/shop and change buildings, and extensive underground haulage development with multiple vent shafts complete with exhaust

We have acquired a license for Kinetic Separation, which provides a

low cost, purely physical, method of separating uranium and vanadium mineralization from waste.

No chemicals are added in the process,

yet very high mineral recoveries can be achieved with considerable mass reduction;

facilitating the separation of a high-value, high-grade

ore product from a coarse-grained barren “clean sand” product.

Application of Kinetic Separation is expected to have a very positive

effect on the development of not only our Sunday Mine Complex, but also most of our and other deposits, because it significantly reduces

both capital and operating costs.

Extensive test work has shown that from amenable sandstone-hosted ore types, typically more than 90%

of the mineralization can be separated into 10-20% of the initial sample mass.

Our vision is to become a leading uranium and vanadium

developer and producer.

Our strategy is to build value for shareholders by advancing our projects for further scaled-up mining production.

We have committed to permitting and building our own processing plant to mill uranium and vanadium and incorporating Kinetic Separation

into our licensing.

Site and facility design and permitting have begun on the acquired processing plant site.

During mining operations

at the Sunday Mine Complex, during the 2019/2020 and 2021/2022 periods the company utilized an outside mining contractor.

Western changed its approach, acquiring mining equipment and vehicles and building a mining team to put in place an in-house mining capability.

During 2023, this team will continue mining operations at the Sunday Mine Complex developing the mine for future production and extracting

ore to be stockpiled underground.

Future in-house mining crews will be added to assure the availability of feedstock to baseload the processing

At any time we may have acquisition or partnering opportunities in

various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities,

analysis of technical, financial and other confidential information, submission of indications of interest, participation in preliminary

discussions and negotiations, and involvement as a bidder in competitive processes.

Capital Raising

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 amount to

CAD $2,600,000.

Each unit consists of one common share of Western plus one common share

purchase warrant of Western.

Each warrant entitled the holder to purchase one common share at a price of CAD $1.20 per share for a period

of three years following the closing date of the private placement.

A total of 3,250,000 common shares and 3,250,000 warrants were issued

in the 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 this private placement amount to CAD $2,500,000.

Each unit consists of one common share plus one common share purchase

Each warrant entitled the holder to purchase one common 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 common shares and 3,125,000 warrants were issued in the private placement.

On December 17, 2021, the Company closed a non-brokered private placement

of 372,966 units at a price of CAD $1.60 per unit.

The aggregate gross proceeds raised in the private placement amounted to CAD $596,746.

Each unit consists of one common share plus one common share purchase

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 following

the closing date of the private placement.

A total of 372,966 common shares and 372,966 warrants were issued in the private placement.

On January 20, 2022, the Company closed a non-brokered private placement

On January 20, 2022, the Company closed on 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.

Each unit consists of one common share plus one common share purchase

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 following

the closing date of the private placement.

A total of 2,495,575 common shares and 2,495,575 warrants were issued in the private placement.

Each unit consisted of one common share of Western plus one common share purchase warrant of Western.

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 following the closing date of the private placement.

A total of 2,495,575 common shares and 2,495,575 warrants were issued to investors, and 98,985 warrants were issued to broker dealers

in connection with the private placement.

Uranium/Vanadium Production

1 unchanged sentence

with the goal of beginning production as expeditiously as possible once market conditions for uranium and/or vanadium were favorable.

The 2018 vanadium price rally catalyzed the Sunday Mine Complex project.

Western reinitiated active mining operations at the Sunday Mine

Complex project with its infrastructure and exploratory projects, which culminated in the commencement of production with the mining and

stockpiling of the extracted uranium/vanadium ore.

The well maintained existing infrastructure from years of previous production allowed

the Company to quickly advance the mine to a production ready status.

The mining team refocused on surface infrastructure projects required

The impact of COVID-19 delayed a re-start beyond 180 days, thus in October 2020 the Sunday Mine Complex was put back into

Temporary Cessation.

Well maintained existing infrastructure from years of previous production allowed the Company to quickly advance the mine to a production

ready status.

The 2018 vanadium price rally catalyzed a project at the Sunday Mine

Western reinitiated active mining operations during the 2019/2020 Sunday Mine Complex project beginning with infrastructure and

exploratory work projects, which culminated in the commencement of production with the mining and stockpiling of the extracted uranium/vanadium

The mining team refocused on surface infrastructure projects required by the DRMS before COVID-19 stoppages caused the mines to be

put back into Temporary Cessation.

During 2020, COVID-19 induced mine closures began a rally in uranium

In 2021, catalysts continued to provide positive signals for uranium miners and investors.

This catalyzed the ongoing Sunday Mine

Complex project which commenced in July 2021.

After completion of infrastructure work in this new area of the mine, exploration and development

of the GMG ore body was the first project phase.

Drifting, continuous high-grade ore was intersected, which led to the mining and underground

stockpiling of over 3,000 tons of uranium/vanadium ore during the December 2021 to March 2022 period.

At the end of March, the mining

contractor engaged by Western decided to retire from contract mining operations.

As a result of this decision, Western will take over

the mining operations and has acquired a full complement of mining equipment.

The equipment is being prepared for operations and upgrades

to mine ventilation, support buildings and infrastructure are underway.

Further mine development and ore production is expected to resume

in early summer after upgrades are completed.

Western’s mining team will be expanded to facilitate mine development and full ore

Western believes that its mineral resources have a reasonable prospect

for economic extraction.

However, the Company has not yet completed a preliminary economic assessment under NI 43-101 or a feasibility

study or preliminary feasibility study under S-K 1300 that would be needed to establish the existence of proven or probable reserves and

has instead allocated that capital to the aforementioned mining operations at the Sunday Mine Complex.

This catalyzed the 2021/2022 Sunday

Mine Complex project which commenced in July 2021.

After completion of infrastructure work in this new area of the mine, exploration and

development of the GMG ore body was the first project phase.

Drifting, continuous high-grade ore was intersected, which led to the mining

and underground stockpiling of over 3,000 tons of uranium/vanadium ore during the December 2021 to March 2022 period.

Thereafter, Western began the acquisition of a

full complement of mining equipment and personnel to take over mining operations.

Western’s transition from employing a mining contractor

to building an in-house mining operation has now been completed.

Since this transition began in spring 2022, additional employees have

been hired to support mining operations and mining equipment and vehicles have been acquired to support deployment of two (2) fully equipped

mining teams.

The equipment has been prepared for operations and readied for deployment;

site infrastructure upgrades have been finished.

In early 2023, the mines were reopened for ventilation and infrastructure upgrades.

Mining operations are restarting in April 2023 and

will initially involve additional development of the GMG Ore Body, stockpiling of high-grade ore and underground drilling/exploration

to define additional production zones.

The next project will be similar in scope but on the St.

Jude Mine target areas defined during

the 2019/2020 work project.

It may be difficult for many uranium mining companies

to expand production in a timely manner in response to rising uranium prices, as it requires many years of permitting and development

to bring new mines into production.

These lead times will put further upward pressure on prices.

Thus, Western has a competitive advantage,

due to the aforementioned projects, because our mining properties can scale-up production on short notice.

The Company holds an exclusive 25-year license to use Kinetic Separation,

a proven technology that we anticipate will improve the efficiency of hauling and processing ore from Western’s sandstone-hosted

The Company has proven that post-Kinetic Separation ore has 90% of the uranium mineralization of the pre-Kinetic Separation ore

in 10% of its mass.

We are planning to build two Kinetic Separation machines, each with a capacity of forty tons per hour at an aggregate

cost of $2.0 million dollars.

The license agreement was entered into on March 17, 2015 and expires on 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, it could be transferred in the sale of Western

or the subsidiary holding the license.

Prior to the planned processing plant becoming

licensed and operational, our in-house mining teams will be stockpiling uranium/vanadium ore.

When the processing plant is constructed,

Western will become fully operational as we forecast to begin processing the accumulated stockpiled ore during late 2026.Western believes

that its mineral resources have a reasonable prospect for economic extraction.

However, the Company has not completed a preliminary economic

assessment under NI 43-101 or a feasibility study or preliminary feasibility study under S-K 1300 that would be needed to establish the

existence of proven or probable reserves and has instead allocated that capital to the aforementioned mining operations at the Sunday

Mine Complex.

Constructing Uranium/Vanadium Processing Plant

In January 2023, the Company issued news releases announcing that it

has begun site and facility design and permitting on a property acquired in Green River, Emery County, Utah to build a state-of-the-art

mineral processing plant.

The facility will be designed to recover uranium, vanadium and cobalt from conventional ore mined both from

Company mines and ore produced by other mining companies.

This processing plant is expected to have a cost of approximately $50 to $60

million, and after permitting and construction the processing of uranium and vanadium ore is expected to commence in late 2026.

URANIUM MARKET OUTLOOK

World demand for clean, reliable, and affordable electricity is growing.

Given the expected construction of nuclear reactors and the expected growth of nuclear energy, we believe that the future for uranium

Further, 2020 production cuts in response to COVID-19 at peak sidelined approximately 50% of annual global uranium production.

In the United States implementation of the U.S.

Uranium Reserve program and the Biden administration’s emphasis on climate change

have the potential to increase U.S.

domestic uranium production and create economic pricing levels for U.S.

domestic producers.

these factors will provide the price levels needed to support the additional production and supply that will be required.

Currently, excess

(secondary) inventory supplies are being drawn down, and additional primary production is forecast to be needed to fulfill the nuclear

fuel requirements of the growing global nuclear reactor fleet.

Once prices rise, it may be difficult for most suppliers

to respond in a timely manner, as it requires many years of permitting and development to bring new mines into production.

times will put further upward pressure on prices.

Thus, Western has a competitive advantage, as our mining properties are permitted and

ready to scale-up production on short notice.

As uranium prices have been depressed for about a

decade due to overproduction and reactor shutdowns subsequent to the impact of the 2011 Fukushima earthquake, investors are positioning

in response to early signs of a market recovery;

the spot uranium price began 2020 at ~$24 and finished the year at ~$30, but had rebounded

to a short-term ~$34 high in response to COVID-19 production cuts.

Japanese utilities have nuclear reactors in the process of restarting

(according to the World Nuclear Association (“WNA”)).

According to data from the WNA, Chinese utilities continue to aggressively

World demand for clean, reliable, and affordable

electricity is growing.

The future demand for uranium is expected to increase due to the construction of additional nuclear reactors around

Multiple Japanese utilities have nuclear reactors in the process of restarting.

Chinese utilities continue to aggressively

build new reactors and buy uranium, with the goal of becoming the world leader in nuclear electricity generation.

In total, according

to the WNA, there are about 50 new reactors under construction in 13 countries and in all there are about 160 reactors on order or being

planned, and over 300 more are proposed.

It is projected that ~15 new nuclear reactors will be placed into service in 2021.

During the Trump Administration, the U.S.

government focused on market distortions

caused by foreign state-owned enterprises and the economic and geopolitical influence lost by allowing Russia and China to take the lead

in nuclear power.

In support of the world’s largest nuclear reactor fleet, the U.S.

has begun implementing the recommendations of

the Nuclear Fuel Working Group (“NFWG”).

The NFWG followed the uranium Section 232 investigation.

The national strategic uranium

reserve was signed into law to stabilize the U.S.

nuclear fuel cycle by supporting front-end domestic uranium mining.

of Energy (“DoE”) is establishing program guidelines to initiate purchases of US$75 million of domestic uranium.

During August

2021, DOE moved this initiative forward through the dissemination of a Request for Information.

On October 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.

In January 2022, a summary of comments and responses was released, including next steps which involve following Congressional direction

and implementing the program.

The Russia/Ukraine war, as discussed later, has highlighted the nuclear fuel supply chain risks and the

geopolitical risks of dependence on the direct and indirect sourcing of nuclear fuel from state owned enterprises in Russia and former

Soviet republics.

This has emphasized the need and triggered increasing calls for the implementation of the Uranium Reserve Program.

Upon taking office, the Biden-Harris Administration

team immediately rejoined the Paris Climate Accord and continued its pursuit of climate change solutions.

President Biden has reversed

a number of pro-fossil fuel energy policies, an approach which is expected to continue as the new administration has given all agencies

climate change initiatives and has already started a climate change working group.

The Biden-Harris Administration continues to advance

a national clean energy standard that includes nuclear across multiple initiatives.

utilities are expected to be required to produce

an increasing proportion of electricity generation from clean energy power sources.

The administration has introduced the Infrastructure

Investment and Jobs Act which contains provisions that are supportive of nuclear power.

President 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.

The Biden-Harris

Administration is continuing its efforts to move forward a number of stalled spending programs that contain support for the U.S.

In response to the elimination of price controls implemented at the beginning

of 2022, anti-government protests erupted in Kazakhstan in early January.

The President’s Cabinet resigned and was replaced, after

many arrests and deaths, curfews, and other emergency measures.

After a swift crackdown on the unrest, order has largely been restored,

and changes have been implemented at multiple government controlled enterprises, including Kazatomprom, the world’s largest uranium

miner who is responsible for ~40% of global annual uranium production.

At local uranium mines it has been reported that production has

not been affected, and the impacts to uranium and uranium equity prices which trended up in early January, reversed in the second half

In February, Russia invaded Ukraine commencing a war between the two countries.

Russia is a major global energy supplier and

both countries are top ten uranium producers and Russia is a global leader in nuclear fuel services.

Thus, these actions caused a surge

in energy prices initially in oil and gas.

On the day prior to the invasion, the spot price of uranium was $43.63/lbs and at the end of

March it had increased to $58.25/lbs.

Russia has been the target of unprecedented economic sanctions which have created bottlenecks of

Russian exports, including nuclear fuel.

In spite of a large global dependence, nuclear fuel purchasers are continuing to diversify away

from Russian nuclear fuel.

There remains a very real possibility of a sanction or counter-sanction terminating the flow of nuclear fuel

from Russia to North America.

Uranium inventories have declined significantly during

the last two years.

During 2020, this was caused by COVID-19 induced mine suspensions.

During 2021, financial buyers further depleted

uranium inventories.

Existing and new nuclear technologies are receiving unprecedented support on a global basis, as a baseload electricity

source with zero carbon emissions, thus expanding future nuclear fuel demand.

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.

Since the inception of the ATM program, the Trust has bought significant quantities of uranium contributing

to the increase in spot prices.

It is anticipated that a Sprott U.S.

vehicle will receive New York Stock Exchange (NYSE) approval and

be made available for investment during 2022.

It is also likely that a comparable physical uranium holding vehicle will be launched in

affiliation with Kazatomprom, the world’s largest uranium miner.

to the World Nuclear Association (WNA), there are almost 60 new reactors under construction in the world.

Existing and new nuclear technologies

are receiving unprecedented support on a global basis, as a baseload electricity source with zero carbon emissions.

A uranium global supply/demand imbalance had been projected by analysts

to impact uranium prices in coming years.

In 2020 COVID-19 induced mine closures and in 2021 Sprott Physical Uranium Trust began purchasing

uranium, underscoring the imbalance.

Both of these catalysts have depleted excess inventories and accelerated the timing of the supply/demand

The nuclear industry is benefiting from many market and governmental catalysts raising investor expectations.

Investors have become

well aware of constrained global uranium supplies, improved uranium demand fundamentals, the increasing pace of nuclear technology innovations,

and the global push for climate change solutions.

However, in 2022 the Russian invasion of Ukraine has quickly driven the uranium market

strongly upward due to Russia’s dominant market position in the nuclear fuel cycle.

Sanctions, phase-outs, and embargoes are being

considered by many countries, while the Russian Federation has considered export bans.

Any of these actions would fundamentally alter

the dynamics of the nuclear fuel market as utilities shift buying away from Russia.

In 2020 COVID-19 induced mine closures and in 2021 Sprott Physical Uranium Trust (“SPUT”)

began purchasing uranium, underscoring the imbalance.

Both of these catalysts have depleted excess inventories and accelerated the timing

of the supply/demand impact.

Demand is increasing with new reactors being built, next generation reactors being advanced, operating reactor

life being extended, idle reactors being restarted, and nuclear phase-out plans being reversed.

At a macro-level, the electrification

transition and climate change initiatives have increased global support for nuclear.

After the 2011 Fukushima nuclear accident, uranium

markets endured a decade long bear market due to excess supply created by nuclear reactor shutdowns and large quantities of new material

entering the market.

In recent years, this excess supply has been depleted by utility use, production curtailments, COVID-19 induced production

suspensions, and financial buyers purchasing physical uranium (“U3O8”).

A high correlation is observable between the Sprott

Physical Uranium Trust (“SPUT”) raising capital and purchasing U3O8 and uranium ETF and equity prices.

During 2021, SPUT bought

23 million lbs of U3O8 with most purchases occurring during a 2.5 month window centered around September and October.

As a result of SPUT’s

success, competitor physical uranium funds have been launched in Kazakhstan and Switzerland.

Notably, Kazatomprom, the world’s largest

uranium producer, is both an investor and uranium supplier to the Kazakhstan clone EFT.

In 2022, geopolitical events became the main driver

of uranium markets.

During January, mass government protests in Kazakhstan were suppressed by the Collective Security Treaty Organization,

a military alliance of regional allies led by Russia.

Uranium markets reacted as Kazakhstan was responsible for 45% of the 2021 global

uranium production.

In February, the Russian invasion of Ukraine added more volatility due to Russia’s dominant position in nuclear

fuel services including 38% of world conversion capacity and 46% of world enrichment capacity.

These events led to new SPUT capital inflows

and the purchase of 12 million lbs.

of U3O8 during the first quarter of 2022.

In parallel, additional capital flowed into nuclear ETFs

and uranium equities through April, but began to reverse in May.

This equity price action followed U3O8 spot prices which began the year

at $42, rallied to a $64 peak by mid-April before beginning to decline by mid-May.

During the last nine months of 2022, SPUT became a

smaller factor as less than 6 million lbs.

of U3O8 were purchased.

With equity markets having their worst year since

2008, uranium equity prices were pulled down by the general markets, despite a spike in underlying positive fundamentals.

a transformational year for the normally staid nuclear power and physical uranium markets as the status quo was disrupted.

rush on contracts for the limited available conversion and enrichment capacity which caused a price surge.

Due to shrinking secondary

supplies, utilities followed by signing new uranium supply contracts that increased long-term U3O8 prices from $43 to $52 during the year.

The real uranium industry bull market was in the

underlying fundamentals attributable to multiple factors, including climate change, energy security, supply chain and energy scarcity

This inflection point will likely impact markets for decades as the supply/demand imbalance has flipped from a market with

excess supply into a market with excess future demand.

With the reduced availability of secondary supplies, utilities have added multi-year

contracts with mining companies for primary supply.

The drivers expanding the demand for nuclear fuel include non-nuclear nations adding

nuclear power generation, nuclear nations expanding fleets and/or extending lives of existing reactors, idled nuclear reactors being re-started,

reactors being phased out and shutdowns being reversed, and the deployment of advanced reactors / SMRs.

However, the challenge is in meeting

increasing demand while being constrained from sourcing new material from the world’s largest suppliers.

Russia’s invasion of Ukraine and the ensuing

global energy crisis has focused attention on security of supply and supply chain risks and has caused most of the world to re-evaluate

their dependence upon nuclear fuel exported by Russia.

The dominant market position of Rosatom, Russia’s national nuclear company,

was developed through decades of government subsidies.

Because of the Ukraine invasion, new contracts are largely not being signed with

Rosatom, and deliveries under existing contracts continue to be made.

Future deliveries potentially could be at risk due to sanctions

/ legislation or a Russian embargo.

Customer dependencies upon the Russian supply of uranium, conversion and enrichment are being addressed

slowly by governments as alternative suppliers are not currently available.

A secondary concern is Kazakhstan, the world’s largest

uranium producing country and the second longest continuous land border in the world shared with Russia.

The concern is Russia exerting

influence over Kazakhstan amid their currently strained relationship.

Additionally, Kazatomprom has put in place infrastructure to supply

uranium to China under its 15 year plan to deploy 150 new nuclear reactors.

In 2022, it has become evident that this small area of the

world has emerged to form the key drivers in the future of the global nuclear fuel cycle.

The events of 2022 have set in motion uranium market and nuclear fuel

opportunities for the next decade and beyond.

There are positive catalysts across multiple levels of the nuclear fuel and uranium markets.

We believe that new demand and shifting demand will catalyze a uranium bull market that will increase uranium prices toward incentive

price levels that will drive uranium mining company production, profits and equity prices.

As a result, Western continues to advance our

aforementioned operational strategy.

OVERVIEW OF THE URANIUM INDUSTRY

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by the Fukushima disaster in Japan.

Since the Fukushima disaster in 2011, uranium spot prices entered a

steady decline until June 2014, when they rebounded slightly and peaked again in March 2015 at $39 per pound.

After that peak, prices

again began to fall steadily, reaching their lowest point of $18 per pound in November 2016.

Prior to COVID-19, annual uranium production

was at its lowest in over a decade, creating a global supply deficit where production was only about two-thirds of consumption.

2020, after COVID-19 related production shutdowns, spot prices hit a $34 per pound price before declining to close the year at $30 per

During 2021, market participation by the Sprott Physical Uranium Trust and other secondary market uranium buyers caused prices

to rise to $42.05 per pound at December 31, 2021.

Uranium prices held these levels until Russia’s invasion of Ukraine caused uranium

markets to surge.

Prior to the invasion on February 24, 2022, uranium spot prices were in the $43 per pound range and recently closed

at over $63 per pound;

Since the Fukushima disaster in 2011, uranium

spot prices entered a steady decline until June 2014, when they rebounded slightly and peaked again in March 2015 at $39 per pound.

that peak, prices again began to fall steadily, reaching their lowest point of $18 per pound in November 2016.

Prior to COVID-19, annual

uranium production was at its lowest in over a decade, creating a global supply deficit where production was only about two-thirds of

In May 2020, after COVID-19 related production shutdowns, spot prices hit a $34 per pound price before declining to close

the year at $30 per pound.

During 2021, market participation by the Sprott Physical Uranium Trust and other secondary market uranium buyers

caused prices to rise to $42.05 per pound at December 31, 2021.

Uranium prices held these levels until Russia’s invasion of Ukraine

caused uranium markets to surge.

Prior to the invasion on February 24, 2022, uranium spot prices were in the $43 per pound range and rose

to slightly over $63 per pound by April 2022;

an increase of ~$20 per pound and an 11-year high.

Based upon these pricing factors specific to the

uranium industry, we foresee a uranium pricing environment which in the coming years will allow Western to initiate full-scale production

in its best properties.

With the exception of the Hansen/Taylor Deposit,

most of the Company’s mining assets, including the Sunday Mine Complex, contain vanadium either as a stand-alone product or a co-product

Conventional and new vanadium applications include

steelmaking, aerospace, stationary energy storage, batteries, and chemicals.

Later in May 2022 and June 2022, the

spot price receded to $45 levels, before recovering to the $50 level in September 2022.

In the subsequent six months, the spot price of

uranium has been range bound at $50 +/- per pound levels.

Geopolitical events, technological advances, and

the nuclear energy growth path provide favorable pricing factors specific to the uranium industry.

As a result, we foresee a uranium pricing

environment which in the coming years will allow Western to initiate full-scale production in its best properties.

This had led us to

accelerate our recent scaling-up of mining operations.

With the exception of the Hansen/Taylor Deposit, most of the Company’s

mining assets, including the Sunday Mine Complex, contain vanadium either as a stand-alone product or a co-product to uranium.

Conventional and new vanadium applications include steelmaking, aerospace,

stationary energy storage, batteries, and chemicals.

When a very small amount of vanadium is added to steel, the hardening

27 unchanged sentences

No action was taken.

The vanadium market price was $8.70 per

pound as of December 31, 2021, which was an increase from the December 31, 2020 price of $7.10 per pound.

In the first quarter of

2022, vanadium prices rallied with commodities closing at $12.10 on March 31, 2022.

The vanadium market price was $8.90 per pound as of December 31, 2022,

which was an increase from the December 31, 2021 price of $8.70 per pound.

During the first quarter of 2023, vanadium prices rallied with

commodities closing at a high of $10.10 on February 28, 2023.

There is global competition for uranium/vanadium properties, ore processing

10 unchanged sentences

there are numerous entities in the market that compete with us for properties and operate in-situ recovery (“ISR”) facilities.

In the event that there is not a buying program in place for uranium/vanadium

ore, the Company would need to arrange with a third party for conventional milling services.

Because the number of mills permitted for

processing of uranium and vanadium is very limited, it may be difficult for us to gain access to a mill on favorable terms, or at all.

This could result in increased costs and/or significant delays in, interruption of, or cessation of the Company’s business activities.

The practice of selling uranium/vanadium ore without first processing into yellowcake (U3O8) or Vanadium Pentoxide (V2O5) would likely

generate lower revenues.

If we are unable to successfully compete for properties, mills, capital,

customers or employees or with alternative uranium sources, it could delay or prevent us from achieving our business objectives and could

have a material adverse effect on our financial condition and results of operations.

Western aims to possess a strategic advantage

by completing the construction of its own uranium and vanadium mill during 2026.

The Company will have its own mining teams, equipment

and infrastructure, which will dramatically reduce its operational costs and increase margin.

Moreover, by using Kinetic Separation, we

expect the cost of production of uranium to be reduced by approximately 40%.

With respect to sales of uranium, the Company competes primarily based

39 unchanged sentences

the benefit of the Company in the amount of $751,000 to satisfy such regulatory requirements.

As of December 31, 2021, we had six full-time employees and one part-time

As of December 31, 2022, we had ten full-time employees.

employees have been subsequently added in 2023 to fully staff the in-house mining team.

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-K

Item 1. Business