What changed in this filing

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Item 1. Financial Statements

2023-05-17 compared with 2022-11-17 · 547 added, 625 removed, 82 unchanged (93% of the section changed)

Financial Statements

URANIUM & VANADIUM CORP.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

cash, current portion

uranium concentrate inventory

current assets

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in USD)

Current assets:

cash, net of current portion

properties and equipment, net

separation intellectual property

and Shareholders’ Equity

payable and accrued liabilities

liability, current portion

revenue, current portion

Restricted cash, current portion

Prepaid expenses

Marketable securities

Other current assets

Total current assets

Restricted cash, net of current portion

Mineral properties and equipment, net

Kinetic separation intellectual property

Liabilities and Shareholders’ Equity

Current liabilities:

liability, net of current portion

tax liability

contingent consideration

revenue, net of current portion

and Contingencies (Note 6)

Shareholders’

Common shares, no par value, unlimited authorized shares, 43,589,048 and 39,073,428 shares issued as of September 30, 2022 and December 31, 2021, respectively, and 43,588,742 and 39,073,122 shares outstanding as of September 30, 2022 and December 31, 2021, respectively

Treasury shares, 306 shares held in treasury as of September 30, 2022 and December 31, 2021

Accounts payable and accrued liabilities

Reclamation liability, current portion

Deferred revenue, current portion

Total current liabilities

Reclamation liability, net of current portion

Deferred tax liability

Deferred contingent consideration

Total liabilities

Shareholders’ Equity

Common shares, no par value, unlimited authorized shares, 43,602,871 shares issued as of March 31, 2023 and December 31, 2022, and 43,602,565 shares outstanding as of March 31, 2023 and December 31, 2022

Treasury shares, 306 shares held in treasury as of March 31, 2023 and December 31, 2022

Accumulated deficit

( 14,978,794 )

( 13,875,263 )

other comprehensive (loss) income

shareholders’ equity

liabilities and shareholders’ equity

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

URANIUM & VANADIUM CORP.

Accumulated other comprehensive loss

Total shareholders’ equity

Total liabilities and shareholders’ equity

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

and administrative

operating expenses

profit/ (loss)

CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(Stated in USD)

For the Three Months Ended

Mining expenditures

Professional fees

General and administrative

Consulting fees

Total operating expenses

Operating loss

( 1,140,327 )

(income)/expense

income/(loss)

( 1,171,446 )

comprehensive income/(loss)

exchange gain/(loss)

Comprehensive

income/(loss)

Accretion and interest (income) expense, net

( 1,103,531 )

( 1,173,603 )

Other comprehensive loss

Foreign exchange gain

Comprehensive loss

$ ( 1,097,217 )

income/(loss) per share - basic

income/(loss) per share - diluted

average shares outstanding - basic

average shares outstanding - diluted

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

URANIUM & VANADIUM CORP.

$ ( 1,116,942 )

Net loss per share - basic and diluted

Weighted average shares outstanding - basic and diluted

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Comprehensive

as of January 1, 2022

CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ EQUITY

(Stated in USD)

Common Shares

Treasury Shares

Accumulated Other Comprehensive

(Loss) Income

Balance as of January 1, 2023

$ ( 13,875,263 )

Private placement

- January 20, 2022

based compensation - stock options

Proceeds from exercise

exchange gain

$ ( 261,132 )

Foreign exchange gain

Stock based compensation - stock options

( 1,103,531 )

as of March 31, 2022

( 1,103,531 )

from the exercise of warrants

based compensation - stock options

exchange loss

as of June 30, 2022

Balance as of March 31, 2023

$ ( 14,978,794 )

$ ( 254,818 )

from the exercise of warrants

exchange loss

as of September 30, 2022

Balance as of January 1, 2022

$ ( 13,161,496 )

Private placement - January 20, 2022, net of offering costs

Proceeds from exercise of warrants

Stock based compensation - stock options

Foreign exchange gain

( 1,173,603 )

as of January 1, 2021

( 1,173,603 )

Private placement

- February 16, 2021

Private placement

- March 1, 2021

exchange gain

as of March 31, 2021

Balance as of March 31, 2022

$ ( 14,335,099 )

from the exercise of warrants

exchange gain

as of June 30, 2021

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

(Stated in USD)

For the Three Months Ended

Cash Flows From (Used In) Operating Activities:

$ ( 1,103,531 )

from the exercise of warrants

exchange gain

as of September 30, 2021

$ ( 1,173,603 )

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

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

the Nine Months Ended

September 30,

Flows From Operating Activities:

income/(loss)

Reconciliation of net loss to cash provided by (used in) operating activities:

Accretion of reclamation liability

Stock based compensation

Change in marketable securities

Change in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Subscription payable

Deferred revenue

Contingent consideration

Net cash provided by (used in) operating activities

( 1,087,087 )

Reconciliation

of net income (loss) to cash provided by (used in) operating activities:

of reclamation liability

based compensation

in marketable securities

in operating assets and liabilities:

uranium concentrate inventory

expenses and other current assets

payable and accrued liabilities

consideration

cash provided by (used in) operating activities

Cash Flows Used In Investing Activities

Purchase of mineral properties and equipment

Net cash used in investing activities

Cash Flows From Financing Activities

Proceeds from warrant exercises

Issuances of common shares, net of offering costs

Net cash provided by financing activities

Effect of foreign exchange rate on cash

Net (decrease) increase in cash and restricted cash

( 1,247,223 )

Flows Used In Investing Activities

of property and equipment

cash used in investing activities

Flows From Financing Activities

from Private Placement - January 20, 2022

from warrant exercises

of common shares, net of offering costs

cash provided by financing activities

of foreign exchange rate on cash

in cash and restricted cash

and restricted cash - beginning

and restricted cash - ending

cash, current portion

cash, noncurrent

disclosure of cash flow information:

paid during the period for:

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

URANIUM & VANADIUM CORP.

Cash and restricted cash - beginning

Cash and restricted cash - ending

Restricted cash, current portion

Restricted cash, noncurrent

Supplemental disclosure of cash flow information:

Cash paid during the period for:

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of operations

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”).

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”).

June 28, 2016, the Company’s registration statement became effective and Western became a United States reporting issuer.

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

NOTE 1 – BUSINESS

Nature of operations

Western Uranium & Vanadium Corp.

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

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.

2 – Liquidity and going concern

the exception of the quarter ending June 30, 2022, the Company had incurred losses from our operations.

During the three months ended

September 30, 2022, the Company generated a net loss of $ 527,525 .

The Company expects to generate operating losses for the foreseeable

future as it incurs expenses to bring its mining operations online.

As of September 30, 2022, the Company had an accumulated deficit

of $ 12,583,074 and working capital of $ 10,181,380 .

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 nine months ended

September 30, 2022, the Company received $ 2,620,395 in proceeds from the exercise of warrants.

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.

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.

With the exception of the quarter ended June 30,

2022, the Company has incurred losses from its operations.

During the three months ended March 31, 2023, the Company generated a comprehensive

loss of $ 1,097,217 .

The Company expects to generate operating losses for the foreseeable future as it incurs expenses to bring its mining

operations online.

As of March 31, 2023, the Company had an accumulated deficit of $ 14,978,794 and working capital of $ 8,141,821 .

Since inception, the Company has met its liquidity

requirements principally through the issuance of notes and the sale of its common shares.

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.

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.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

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.

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 and nine months ended September

30, 2022 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December

accompanying condensed consolidated financial statements include the accounts of Western and its wholly-owned subsidiaries, Western Uranium

(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.

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.

Stage and Mineral Properties

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

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.

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(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.

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 by U.S.

GAAP for complete financial statements.

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, 2022, as filed with the SEC on April 17, 2023.

Operating results for the three months ended March 31, 2023 are

not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2023.

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.

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

Production stage issuers, as defined in subpart

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

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

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

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

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

Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those

costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with

higher gross profits and lower losses than if the Company had been in the production stage.

Any capitalized costs, such as expenditures

relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method.

the Company’s condensed consolidated financial statements may not be directly comparable to the financial statements of companies

in the production stage.

Western 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.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, CONTINUED

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.

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.

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.

Currency Translation

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.

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.

The functional currencies of the subsidiaries is the United States dollar.

Monetary assets and liabilities of these subsidiaries are translated

5 unchanged sentences

Translation adjustments are included in “Accumulated other

comprehensive income” in the condensed consolidated balance sheets.

The Company purchased prepaid uranium concentrate contracts for future

delivery of uranium concentrate pursuant to a supply agreement.

The Company recognizes revenue upon the delivery of the uranium contract

to the counterparty and charges to cost of revenues the purchase cost of the uranium concentrate contract upon such delivery.

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

Values of Financial Instruments

comprehensive loss” in the condensed consolidated balance sheets.

Revenue Recognition

The Company, from time to time, purchases prepaid

uranium concentrate contracts for future delivery of uranium concentrate pursuant to supply agreements.

The Company recognizes revenue

upon the delivery of the uranium contract to the counterparty and charges to cost of revenues the purchase cost of the uranium concentrate

contract upon such delivery.

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,

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, reclamation liability, 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

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.

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).

accounts payable, reclamation liability, 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 Canadian dollars, and

as a result, the Company is subject to 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).

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

Values of Financial Instruments (continued)

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:

1 - Quoted prices in active markets for identical assets or liabilities.

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.

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.

fair value of the Company’s financial instruments are as follows:

Fair Values of Financial Instruments (continued)

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.

The fair value of the Company’s financial

instruments are as follows:

Quoted Prices

Quoted Prices for Similar

Liabilities in

Marketable securities as of

September 30, 2022

Active Markets

Marketable securities as of March 31, 2023

Marketable securities as of December 31, 2022

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.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 – SUMMARY OF Significant Accounting Policies, continued

Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income

(loss) by the weighted average number of common shares outstanding during the period.

Diluted earnings per share are computed using the

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

Net 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 is computed using the

weighted average number of common shares and, if dilutive, potential common shares outstanding during the period.

1 unchanged sentence

consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method).

following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share

for the three and nine months ended September 30, 2022 and 2021.

The computation of net income (loss) per share for each of the three

and nine months ended September 30, 2021 is the same for both basic and fully diluted.

September 30,

Net (loss) income

$ ( 527,525 )

$ ( 830,493 )

$ ( 1,596,717 )

Weighted average shares

outstanding, basic

effect of options and warrants

Weighted average shares

outstanding, diluted

Net (loss) income per

share, diluted

dilutive securities outlined in the table below have been excluded from the computation of diluted net income (loss) per share because

the effect of their inclusion would have been anti-dilutive.

the Three Months

Ended September 30,

the Nine Months

Ended September 30,

computation of net loss per share for each of the three months ended March 31, 2023 and 2022 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

Warrants to purchase common shares

Options to purchase

common shares

potentially dilutive securities

Accounting Standards

Options to purchase common shares

Total potentially dilutive securities

Recent Accounting Standards

does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the

2 unchanged sentences

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – MINERAL

ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY

Company’s mining properties acquired on August 18, 2014 that the Company retains as of September 30, 2022 include:

The San Rafael

Uranium Project located in Emery County, Utah;

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

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, 2023 include:

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;

Van 4 Mine located in western Montrose County, Colorado;

The Sage Mine located in San Juan County, Utah, and San Miguel County, Colorado.

mining properties include leased land in the states of Colorado and Utah.

None of these mining properties were operational at the date

of acquisition.

Company’s mining properties acquired on September 16, 2015 that the Company retains as of September 30, 2022 include Hansen, North

Hansen and Hansen Picnic Tree located in Fremont and Teller Counties, Colorado.

The Company also acquired the Keota project located in

Weld County, Colorado and the Ferris Haggerty project located in Carbon County Wyoming.

These mining assets include both owned and leased

land in the states of Utah, Colorado, and Wyoming.

All of the mining assets represent properties which have previously been mined, to

different degrees, for uranium.

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.

Company’s mineral properties and equipment and kinetic separation intellectual property are:

September 30,

properties and equipment

separation intellectual property

and Gas Lease and Easement

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.

the operator completed all well development stages, and each of the eight (8) 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.

receipts were received monthly as earned during each of the months in 2022.

the three months ended September 30, 2022 and 2021, the Company recognized aggregate revenue of $ 108,547 and $ 16,155 , respectively, and

for the nine months ended September 30, 2022 and 2021, the Company recognized aggregate revenue of $ 387,810 and $ 48,465 , respectively,

under these oil and gas lease arrangements.

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, 2023 include Hansen, North Hansen and Hansen Picnic Tree located in Fremont

and Teller Counties, Colorado.

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

located in Carbon County Wyoming.

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

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,

net and kinetic separation intellectual property are:

Mineral properties and equipment, net

Kinetic separation intellectual property

Mineral Properties and Equipment

During the three months ended March 31, 2023 and

2022, Western made purchases of $ 623,623 and $ 369,900 , which principally consisted of mining equipment and vehicles, to increase mining

During the three months ended March 31, 2023 and 2022, depreciation expense was $ 43,618 and $ 5,908 , respectively.

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 a first set of eight (8) wells which commenced oil and gas production

by August 2021.

During 2022, the operator completed a second set of eight (8) wells which commenced oil and gas production by August

Monthly royalty payments are ongoing on the sixteen (16) wells.

During the three months ended March 31, 2023 and

2022 the Company recognized aggregate revenue of $ 165,975 and $ 156,226 , respectively, under these oil and gas lease arrangements.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – MINERAL

ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

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 to be $ 751,405 and $ 740,446 as of September 30, 2022 and December 31, 2021, 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 September 30, 2022 and December

31, 2021 were $297,510 and $271,620, respectively.

The gross reclamation liabilities as of September 30, 2022 and December 31, 2021 are

secured by financial warranties in the amount of $ 751,405 and $ 740,446 , respectively.

liability activity for the nine months ended September 30, 2022 and 2021 consists of:

the Nine Months Ended

September 30,

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

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 to

be $ 751,424 and $ 751,405 as of March 31, 2023 and December 31, 2022, respectively.

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, 2023 and December 31, 2022 were $303,018 and

$300,276, respectively.

The gross reclamation liabilities as of March 31, 2023 and December 31, 2022 are secured by financial warranties

in the amount of $ 751,424 and $ 751,405 , respectively.

Reclamation liability activity for the three months ended March 31,

2023 and 2022 consists of:

For the Three Months Ended

Beginning balance at January 1

Discontinuation of

reclamation liability

Ending Balance at September 30

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – MINERAL

ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

Mine Complex Permitting Status

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

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.

Ending Balance at March 31

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.

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

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,

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

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.

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 the federal land at the Topaz

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.

Subsequently on March 20, 2023, the MLRB issued a board order for the Company to commence final reclamation, which

upon completion will terminate mining operations at the Topaz Mine.

Reclamation is to commence immediately at the Topaz Mine and is to

be completed within five years by March 2028.

The Company is currently working 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 the federal land at the Topaz Mine

and needed to re-permit the Topaz Mine with Colorado’s DRMS.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 –MINERAL

ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

Separation Intellectual Property

Kinetic Separation intellectual property was acquired in Western’s acquisition of Black Range on September 16, 2015.

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.

Kinetic Separation patent was filed on September 13, 2012 and granted on February 14, 2014 by the United States Patent Office.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

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.

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

This patent is supported by two provisional patent applications.

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

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.

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.

Equipment Purchases

the nine months ended September 30, 2022 and 2021, Western purchased $ 895,400 and $ 65,000 , respectively, in mining equipment and vehicles.

5 – Accounts Payable and Accrued Liabilities

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.

NOTE 5 – Accounts Payable

and Accrued Liabilities

payable and accrued liabilities consisted of:

September 30,

Trade accounts payable

Accrued liabilities

accounts payable and accrued liabilities

Total accounts payable and accrued liabilities

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

– COMMITMENTS AND CONTINGENCIES

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.

Accordingly, during the three and nine months ended

September 30, 2022, the Company recorded revenue of $0 and $7,223,609 (at a price of approximately $57 per pound), respectively, and

cost of revenue of $0 and $4,044,083, respectively, related to the delivery of the uranium.

In May 2022, the Company received the cash

proceeds from this sale.

Acquisition of Physical Uranium

May 2021, the Company executed a binding agreement to purchase 125,000 pounds of natural uranium concentrate at approximately $32 per

In December 2021, the Company paid $4,044,083, 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.

– SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

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 September 30, 2022 and December 31, 2021, an unlimited number of common shares were authorized for

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”).

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 to investors and 98,985 Warrants were issued to

broker dealers in connection with the private placement.

During the nine months ended September 30, 2022, an aggregate of 2,020,351

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

NOTE 6 – 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,

2023 and December 31, 2022, an unlimited number of common shares were authorized for issuance.

Warrant Exercises

During the three months ended March 31, 2022, an aggregate 268,204

warrants were exercised for total gross proceeds of $ 341,850 .

Stock Option Plan

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.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

– SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS CONTINUED

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.

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 September 30, 2022, a total of 43,588,742 common shares were outstanding,

and at that date the maximum number of stock options eligible for issue under the Plan was 4,358,874 .

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 $ 1.28 as of

September 30, 2022) and vest equally in thirds commencing initially on the date of grant and thereafter on April 1, 2022, and July 1,

Company utilized the Black-Scholes option pricing model to determine the fair value of these stock options, using the assumptions as

outlined below.

Exercise Price

of Options Granted

Dividend Yield

Expected Volatility

Weighted Average Risk-Free Interest Rate

Expected life (in years)

There were no warrant exercises during the three months ended March 31,

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.

On October 1, 2021, the Company further amended the Plan, principally to allow for the cashless exercise of stock

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, 2023, a total of 43,602,565 common shares were outstanding, and at that date the maximum number of

stock options eligible for issue under the Plan was 4,360,257 .

Stock Options

Exercise Price

Average Grant

Date Fair Value

Outstanding – January 1, 2023

Outstanding – September 30, 2022

Exercisable – September 30, 2022

Company’s stock-based compensation expense related to stock options for the three months ended September 30, 2022 and 2021 was

$ 0 and $ 0 , respectively, and for the nine months ended September 30, 2022 and 2021 stock-based compensation expense was $ 753,219 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 September 30, 2022, there was no unamortized stock option expense.

Outstanding – March 31, 2023

Exercisable – March 31, 2023

The Company’s stock-based compensation expense related to stock

options for the three months ended March 31, 2023 was $ 252,742 , of which $ 41,330 and $ 211,412 was included in mining expenditures and

general and administrative expenses, respectively, on the Company’s condensed consolidated statements of operations and other comprehensive

The Company’s stock-based compensation expense related to stock options for the three months ended March 31, 2022 was $ 495,120 ,

which was included in general and administrative expenses on the Company’s condensed consolidated statements of operations and other

comprehensive loss.

As of March 31, 2023, the Company had $ 98,159 of unamortized stock option expense.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Exercise Price

Outstanding – January 1, 2023

( 2,020,351 )

Expired/Forfeited

Outstanding – September 30, 2022

Exercisable – September 30, 2022

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Outstanding – March 31, 2023

Exercisable – March 31, 2023

7 – Mining Expenditures

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

mining expenses

For the Three Months Ended

Labor and related benefits

8 – Related Party Transactions AND BALANCES

Company has transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows:

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 $321,600 as of September 30, 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 $ 321,600 and $ 362,794 as of September 30, 2022

and December 31, 2021, respectively.

Company also owed Mr.

Glasier reimbursable expenses in the amount of $ 54,000 and $ 65,753 as of September 30, 2022 and December 31, 2021,

respectively.

10 – COVID-19

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

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.

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

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.

11 – subsequent events

On October 31, 2022, the Board of Directors granted an aggregate of

1,665,000 options for the purchase of the Company’s common stock to the Company’s officers, directors and employees.

of these options was granted under the Plan and had an exercise price of CAD $ 1.60 (US $ 1.16 as of September 30, 2022).

The options vest

equally in two installments beginning on the date of grant and thereafter on April 30, 2023.

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.

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 $334,867 as of March 31, 2023) 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 $ 334,867 and $ 340,252 as of March 31, 2023 and December 31, 2022, respectively.

The Company has multiple lease arrangements with

Silver Hawk Ltd., an entity which is owned by George Glasier and his wife Kathleen Glasier.

These leases, which are all on a month-to-month

basis, are for the Company’s rental of office, workshop, warehouse and employee housing facilities.

The Company incurred rent expense

of $ 17,925 and $ 12,198 in connection with these arrangement for the three months ended March 31, 2023 and 2022, respectively.

The Company also owed Mr.

Glasier reimbursable

expenses in the amount of $ 35,252 and $ 87,221 as of March 31, 2023 and December 31, 2022, respectively, which are recorded in accounts

payable and accrued liabilities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements