What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-05-17 compared with 2022-11-17 · 501 added, 524 removed, 136 unchanged (88% of the section changed)

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Effective September 16, 2015, Western completed its acquisition of Black Range Minerals Limited (“Black Range”).

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.

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.

In addition, each

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

extensive underground haulage development with several vent shafts complete with exhaust fans.

The Sunday Mine Complex is the Company’s

core resource property and in July 2021 status was changed to “Active” when mining operations were restarted.

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.

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 declines, office/storage/shop and change buildings, and an extensive underground haulage

development with several vent shafts complete with exhaust fans.

The Sunday Mine Complex is the Company’s core resource property

and in July 2021was assigned “Active” status when mining operations were restarted.

September 16, 2015, Western completed its acquisition of Black Range, an Australian company that was listed on the Australian Securities

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the United States of America (“United States”).

Sunday Mine Complex Project 2021/2022/2023

The SMC project entailed the development of multiple

SMC ore bodies and involves a shift in the base of operations from the St.

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

Underground development

began in August 2021 following mine ventilation, power upgrades, and increasing explosive capabilities.

The first target was the extension

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

Early results were

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

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

As drifting proceeded,

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

As a result, the team shifted from

development to mining.

From December 2021 to March 2022, over 3,000 tons of high-grade uranium/vanadium ore was mined from the drift based

upon on site scintillometer readings.

At the end of March 2022, the mining contractor engaged by Western decided to retire from contract

mining operations.

As a result, Western scaled back operations to focus on building an in-house mining capability.

Subsequently, the Company has completed the build-out

of its in-house mining capability.

Over $1,000,000 was spent on the acquisition,

upgrading, and maintenance of a fleet of used/new mining equipment and vehicles.

Additional employees have been hired for the first mining

team and facilities have been upgraded.

This first in-house mining team has been fully outfitted and readied for deployment.

project will focus on additional development of the GMG Ore body.

This will involve ore production and stockpiling of high-grade ore and

underground drilling /exploration to define additional production zones.

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

Jude Mine target areas defined during the 2019/2020 work project.

Mining operations are targeted to restart in January 2023.

2022 Private Placement

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 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.

Strategic Acquisition of Physical Uranium

In May 2021, the Company executed a binding agreement

to purchase 125,000 pounds of natural uranium concentrate at approximately $32 per pound.

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 and sold under the terms of the uranium supply agreement in the second quarter of 2022.

Uranium Supply Agreement Delivery

In the second quarter of 2022, in satisfaction

of the Year 5 delivery under our supply contract, we delivered and sold 125,000 lbs of uranium concentrate from our prepaid uranium concentrate

Accordingly, during the nine months ended September 30, 2022, we recorded revenue of $7,223,609 (at a price of approximately

$57 per pound) and cost of revenue of $4,044,083 related to this uranium delivery.

Property (Weld County)

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of continuous operations.

The consideration was in the form of upfront bonus payments and a backend 3/16 th production royalty

Additional right-of-way easement agreements were signed which allowed for the development of a pipeline.

The lease agreement

allows the Company to retain property rights to vanadium, uranium, and other mineral resources.

2019 lawsuit was filed in the Weld County District Court over the original Bullen Property deed language which was negotiated before

the Company acquired Black Range by prior management and a bank representing the estate of the property owner.

The Company settled with

the plaintiffs by awarding the estate’s beneficiaries a non-participating royalty interest of 1/8th for all hydrocarbon and non-hydrocarbon

substances that are produced and sold from the property.

early 2020, the operator filed an application with the Colorado Oil & Gas Conservation Commission (“COGCC”) to update

the permit to create a new pooled unit.

Subsequently, during 2021, the operator advanced through the oil well production stages:

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

July, and flowback was completed in August.

By August 2021, each of the eight (8) wells had commenced oil and gas production.

royalty payment was made in January 2022 and monthly royalty payments have been received subsequently.

Due to the success of the first 8 wells which

were developed in 2021, the operator decided to develop a second set of 8 wells within Western’s royalty area during 2022.

well installation was on a timeline which ran slightly behind the 2021 wells.

However, by August 2022, each of the eight (8) new wells

had come online;

September 2022 was the new well pad’s first full month of production.

The first royalty payment will be made in

the first quarter of 2023.

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

nine months ended September 30, 2022 and 2021, we recognized aggregate revenue of $387,810 and $48,465, respectively, under these oil

The consideration was in the form of upfront bonus payments and a backend production royalty payment.

right-of-way easement agreements were signed which allowed for the development of a pipeline.

The lease agreement allows the Company

to retain property rights to vanadium, uranium, and other mineral resources.

early 2020 Bison Oil & Gas (“Bison”) traded this lease to Mallard Exploration (“Mallard”).

Mallard subsequently

filed an application with the Colorado Oil & Gas Conservation Commission (COGCC) to update the permitting to create a new pooled

late 2020 Mallard began development of the pooled unit.

These DJ-Basin wells target the Niobrara formation.

During 2021, the operator

completed all well development stages and eight (8) wells commenced oil and gas production by August 2021.

The first royalty payment

was made in January 2022.

During 2022, the operator completed all well development stages on a second set of eight (8) wells which commenced

oil and gas production by August 2022.

The first monthly royalty payment including production from the new wells was made in January

Monthly royalty payments are ongoing.

January 2023, Mallard was acquired by Bison.

the three months ended March 31, 2023 and 2022, we recognized aggregate revenue of $165,975 and $156,226, respectively, under these oil

and gas lease arrangements.

On January 31, 2022, the operator of the Weld County Colorado oil and gas pooled trust issued the first cumulative

royalty payment in the amount of $207,552 for August 2021 through December 2021 sales, which was recognized as income in the fourth quarter

Separation Licensing

During 2016, the Company submitted documentation to the Colorado Department

of Public Health and Environment (“CDPHE”) for a determination ruling regarding the type of license which may be required

for the application of Kinetic Separation at the Sunday Mine Complex within the state of Colorado.

During May and June of 2016, CDPHE

held four public meetings in several cities in Colorado as part of the process.

On July 22, 2016, CDPHE closed the comment period.

connection with this matter, the CDPHE consulted with the NRC.

In response, the CDPHE received an advisory opinion, dated October 16,

2016, which did not contain support for the NRC’s opinion and with which the Company’s regulatory counsel does not agree.

NRC’s advisory opinion recommended that Kinetic Separation should be regulated as a milling operation but did recognize that there

may be exemptions to certain milling regulatory requirements because of the benign nature of the non-uranium bearing sands produced after

Kinetic Separation is completed on uranium-bearing ores.

On December 1, 2016, the CDPHE issued a determination that the proposed Kinetic

Separation operations at the Sunday Mine Complex must be regulated by the CDPHE through a milling license.

Beginning in 2017, the Company’s

regulatory counsel prepared significant documentation in preparation for a prospective submission.

On September 13, 2019, the Company’s

regulatory counsel submitted a white paper to the NRC entitled “Recommendations on the Proper Legal and Policy Interpretation for

Using Kinetic Separation Processes at Uranium Mine Sites.” On July 24, 2020, the NRC staff responded with a letter in support of

the original conclusion.

Western’s regulatory counsel proposed alternatives.

However, management has decided not to proceed at this

time, given its present opportunity set.

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.

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.

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.

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)

On October 9, 2020, the MLRB issued a board order which

finalized the findings of the July 22, 2020 permit hearing.

On November 12, 2020, a coalition of environmental groups filed a

lawsuit against the MLRB seeking a partial appeal of the July 22, 2020 decision by requesting termination of the Topaz mine permit.

had been changed to “Active” status effective June 10, 2019, the original date on which the change of the status was approved.

On August 23, 2020, the Company initiated a request for Temporary Cessation status for the Sunday Mine Complex as the mines had not been

restarted within a 180-day window due to the direct and indirect impacts of the COVID-19 pandemic.

Accordingly, a permit hearing was

scheduled for October 21, 2020 to determine Temporary Cessation status.

In a unanimous vote, the MLRB approved Temporary Cessation status

for each of the five Sunday Mine Complex permits (Sunday, West Sunday, St.

Jude, Carnation, and Topaz).

On October 9, 2020, the MLRB

issued a board order which finalized the findings of the July 22, 2020 permit hearing.

On November 10, 2020, the MLRB issued a board

order which finalized the findings of the October 21, 2020 permit hearing.

On November 6, 2020, the MLRB signed an order placing the

five Sunday Mine Complex mine permits into Temporary Cessation.

On November 12, 2020, a coalition of environmental groups (the “Plaintiffs”)

filed a complaint against the MLRB seeking a partial appeal of the July 22, 2020 decision by requesting termination of the Topaz Mine

On December 15, 2020, the same coalition of environmental groups amended their complaint against the MLRB seeking a partial appeal

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their July 22, 2020 and October 21, 2020 decisions.

On May 5, 2021, the Plaintiff 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

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

On May 5, 2021, the Plaintiffs in the Topaz Appeal filed an opening brief with the

Denver District Court seeking to overturn the July 22, 2020 and October 21, 2020 MLRB permit hearing decisions on the Topaz Mine permit.

The MLRB and the Company were to respond with an answer brief within 35 days on or before June 9, 2021, but instead sought a settlement.

The judicial review process was delayed as extensions were put in place until August 20, 2021.

A settlement was not

reached and the MLRB and the Company submitted answer briefs on August 20, 2021.

A settlement was not reached, and the

MLRB and the Company submitted answer briefs on August 20, 2021.

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

On March 1, 2022, the Denver District Court reversed the MLRB’s orders regarding the Topaz Mine and remanded the

case back to MLRB for further proceedings consistent with its order.

The Company and the MLRB had until April 19, 2022 to appeal the

Denver District Court’s ruling.

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

Neither the Company nor the MLRB appealed the Denver District Court ruling.

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 Mine.

Kinetic Separation Licensing

During 2016, the Company submitted documentation

to the Colorado Department of Public Health and Environment (“CDPHE”) for a determination ruling regarding the type of license

which may be required for the application of Kinetic Separation at the Sunday Mine Complex within the state of Colorado.

During May and

June of 2016, CDPHE held four public meetings in several cities in Colorado as part of the process.

On July 22, 2016, CDPHE closed the

comment period.

In connection with this matter, the CDPHE consulted with the NRC.

In response, the CDPHE received an advisory opinion,

dated October 16, 2016, which did not contain support for the NRC’s opinion and with which the Company’s regulatory counsel

does not agree.

NRC’s advisory opinion recommended that Kinetic Separation should be regulated as a milling operation but did recognize

that there may be exemptions to certain milling regulatory requirements because of the benign nature of the non-uranium bearing sands

produced after Kinetic Separation is completed on uranium-bearing ores.

On December 1, 2016, the CDPHE issued a determination that the

proposed Kinetic Separation operations at the Sunday Mine Complex must be regulated by the CDPHE through a milling license.

in 2017, the Company’s regulatory counsel prepared significant documentation in preparation for a prospective submission.

13, 2019, the Company’s regulatory counsel submitted a white paper to the NRC entitled “Recommendations on the Proper Legal

and Policy Interpretation for Using Kinetic Separation Processes at Uranium Mine Sites.” On July 24, 2020, the NRC staff responded

with a letter in support of the original conclusion.

Western’s regulatory counsel has proposed alternatives.

However, management

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

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.

Mine Complex Project 2021/2022 Project

The SMC project entailed the development of multiple SMC ore bodies

and involves a shift in the base of operations from the St.

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

The Sunday Mine Complex is the

Company’s core resource property and in July 2021 was assigned “Active” status when mining operations were restarted.

Underground development began in August 2021 following mine ventilation, power upgrades, and increasing explosive capabilities.

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

Early results were positive as drilling toward the GMG resulted in the location of ore-grade material within thirty feet of the existing

mine workings.

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

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

the team shifted from development to mining.

At the end of March 2022, the mining contractor engaged by Western

decided to retire from contract mining operations.

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 restarted 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.

project will be similar in scope but on the St.

Jude Mine target areas defined during the 2019/2020 work project.

Stockpiled Ore Inventory

December 2021 to March 2022, 3,140 tons of uranium/vanadium ore was mined from the Sunday Mine Complex.

The mining contractor calculated

uranium grades based upon scintillometer sampling of each 10-ton truckload and vanadium quantities were derived by applying the 6:1 historical

The estimated stockpiled ore inventory is 50,289 pounds of uranium and 301,736 pounds of vanadium.

Using March 31, 2023 commodity

prices and historical recovery rates, and before incurring milling and processing costs, the gross post-processing value of the stockpiled

ore is approximately $4.5 million .

This value is not reflected as

an asset on the balance sheet as the costs to produce the stockpiled ore inventory were expensed in accordance with Regulation SK-1300.

Section 232 Investigation/Nuclear Fuel Working Group Process

An investigation under Section 232 of the Trade

Expansion Act of 1962 was undertaken by the Department of Commerce in 2018 to assess the impact to national security of the importation

of uranium utilized by civilian nuclear reactors within the United States.

In response to the Section 232 report, the Trump White House

formed the Nuclear Fuel Working Group (“NFWG”) to find solutions for reviving and expanding domestic nuclear fuel production

and reinvigorating recommendations.

In April 2020, the U.S.

Department of Energy (DoE) released the NFWG report entitled “Restoring

America’s Competitive Nuclear Energy Advantage – A strategy to assure U.S.

national security.” The report outlines

a strategy for the reestablishment of critical capabilities and direct support to the front end of the U.S.

investigation under Section 232 of the Trade Expansion Act of 1962 was undertaken by the DoC in 2018 to assess the impact to national

security of the importation of the vast majority of uranium utilized by the approximately 100 operative civilian nuclear reactors within

the United States.

In response to the Section 232 report, the White House disseminated a Presidential Memoranda in July 2019.

time, President Trump formed the Nuclear Fuel Working Group (“NFWG”) to find solutions for reviving and expanding domestic

nuclear fuel production and reinvigorating recommendations.

April 2020, the DoE released the NFWG report entitled “Restoring America’s Competitive Nuclear Energy Advantage – A

strategy to assure U.S.

national security.” The report outlines a strategy for the reestablishment of critical capabilities and

direct support to the front end of the U.S.

domestic nuclear fuel cycle.

The undertaking of some NFWG findings and recommendations was

a positive outcome for the U.S.

nuclear industry and U.S.

uranium miners.

Russian Suspension Agreement was extended for an additional 20 years until 2040.

Existing categories of quotas on imports of Russian

uranium into the U.S.

were reduced by a graduated scale, and additional provisions were modified to eliminate loopholes.

Also, the DoE

made multiple investment awards to companies advancing new nuclear technologies.

TerraPower and X-energy received awards to build demonstration

models of their advanced reactor designs, and NuScale received support to deploy the first U.S.

small modular reactor (“SMR”)

plan comprised of 12 modules at the Idaho National Laboratory.

The International Development Finance Corp.

signed a letter of intent

to finance NuScale’s development of 42 SMR modules in South Africa.

In an acknowledgement of the future growth potential of new

nuclear technologies, the U.S.

government has increased its industry support.

December 2020, U.S.

Congress passed the “COVID-Relief and Omnibus Spending Bill,” which included $75 million for the establishment

of a strategic U.S.

Uranium Reserve.

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

continue this initiative.

In July 2021, the uranium Section 232 report was publicly released.

The report concluded that uranium imports were “weakening our

internal economy” and “threaten to impair the national security” and recommended immediate actions to “enable

The report concluded that uranium imports

were “weakening our internal economy” and “threaten to impair the national security” and recommended immediate

actions to “enable U.S.

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

uranium consumption”.

A number of the initiatives have been subsequently

Most recently, in December 2020, U.S.

Congress passed the “COVID-Relief and Omnibus Spending Bill,” which included

$75 million for the establishment of a strategic U.S.

Uranium Reserve.

In June 2022, the DoE released program guidelines to initiate

purchases of $75 million of domestic uranium inventory which is already in storage at the Honeywell Metropolis Works uranium conversion

facility in Illinois USA.

RFP submissions were due by August 1, 2022, and awards were expected to be announced within 60 days, but have

been delayed several times and not yet been made public.

Western did not hold any qualifying inventory, so the Company didn’t submit

Most notably the results of the Section 232 and NFWG processes provided

an advance warning as to the national security risks of nuclear fuel cycle dependency upon Russia and its former Soviet republics.

Russia’s invasion of Ukraine, the actual risk level is now understood to be of a greater magnitude than reported.

Further, the cumulative

market distortions of competing against state-sponsored entities for decades has caused countries across the world to seek government

remedies to level the playing field.

Any actions taken to remove pricing distortions from uranium markets are a positive outcome for U.S.

uranium miners.

Vanadium Section 232 Investigation

In the United States,

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

In June of 2020, the U.S.

Secretary of Commerce, Wilbur Ross, initiated an investigation into whether the present quantities or

circumstances of vanadium imports into the United States threaten to impair the national security.

The Section 232 National Security Investigation

of Imports of Vanadium was concluded, and a report was submitted to President Biden in February 2021.

In July 2021, the report was made

It concluded that vanadium imports “do not threaten to impair the national security as defined in Section 232,” but

identified and recommended “several actions that would help to ensure reliable domestic sources of vanadium and lessen the potential

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

Biden-Harris Administration

The positive momentum has continued for the nuclear and uranium mining

sector due to the Biden-Harris Administration’s emphasis on climate change.

Upon taking office, the Biden team immediately rejoined

the Paris Agreement and continued its pursuit of campaign promises of investments in clean energy, creating jobs, producing clean electric

power, and achieving carbon-free energy in electricity generation by 2035.

Since taking office, President Biden has given all agencies

climate change initiatives.

Russian invasion of Ukraine has fast tracked the Uranium Reserve Program.

On May 5, 2022, the U.S.

Secretary of Energy Jennifer Granholm

testified before the Senate Committee on Energy and Natural Resources that the DoE “would make direct purchases of domestically

mined and converted uranium this calendar year to establish a strategic uranium reserve”.

Secretary Granholm’s comments make

clear that the U.S.

is thinking larger.

Granholm stated that “We should not be sending any money to Russia for any American energy

or for any other reason,” and “if we move away from Russia right away, we want to make sure we have the ability to continue

to keep the fleet afloat.” To accomplish this she further disclosed that the DoE is “developing a full-on uranium strategy

that’s going through the interagency process.”

Subsequently in June 2022, the U.S.

Department of Energy (“DOE”)

released program guidelines to initiate purchases of up to $75 million of U.S.

domestic origin uranium inventory from existing storage

at the Honeywell Metropolis Works uranium conversion facility in Metropolis, Illinois.

The DOE awarded contracts in December 2022 for

the purchase of 1,100,000 lbs of uranium that were delivered in the first quarter of 2023.

Five uranium companies disclosed receiving

contract awards within a price range from $59.50 to $70.50 per pound.

Western did not hold qualifying inventory, and as such did not submit

a bid proposal.

An expansion of the U.S.

Uranium Reserve program continues to be discussed.

As originally proposed, the program contemplated

$150M in annual purchases for a 10 year period which would aggregate to $1.5 billion over its lifetime.

Administration Initiatives

positive momentum has continued for the nuclear and uranium mining sector due to the Biden-Harris Administration’s emphasis on

climate change.

Upon taking office, the Biden team immediately rejoined the Paris Agreement and continued its pursuit of campaign promises

of investments in clean energy, creating jobs, producing clean electric power, and achieving carbon-pollution free energy in electricity

generation by 2035.

Since taking office, President Biden has given all agencies climate change initiatives and has started a climate

change working group.

The existing U.S.

nuclear reactor fleet currently produces in excess of 50% of U.S.

clean energy, and new,

advanced nuclear technologies promise to generate additional clean energy.

In an acknowledgement of the future growth potential of new

nuclear technologies, the Biden-Harris Administration has increased U.S.

government support of the industry to a level not seen in decades.

On August 16, 2022, President Biden signed into

law the Inflation Reduction Act which provisions for $369 billion in climate and energy investments, a portion of which will significantly

benefit the U.S.

clean energy, and new, advanced

nuclear technologies promise to generate additional clean energy.

A White House national climate advisor told the media in a press briefing

that the Biden-Harris Administration intends to seek a national clean energy standard that includes nuclear energy.

The Company believes

that nuclear energy will be increasingly able to compete on a level playing field with renewable energy technologies.

The Harris-Biden

DoE has been a supporter of new nuclear technologies and invested in next generation demonstration reactors due to its pro-climate agenda.

August 16, 2022, President Biden signed into law the Inflation Reduction Act, which is a significantly reduced version of the Build Back

This Act provides for $369 billion in climate and energy investments, a portion of which will significantly benefit the

domestic nuclear industry.

Notably, while protecting the climate, there is a leveling of the playing field with renewable

energy which has long benefited from government support.

Notably, while protecting the climate, there is a leveling of the playing field with renewable energy,

which has long benefited from government support.

We see the benefits to nuclear split across existing reactors, new advanced reactors,

low enriched uranium and high-assay low enriched uranium nuclear fuels, and in multiple stages of the domestic nuclear fuel cycle.

believe that each of these benefits increase future aggregate demand for uranium.

The Harris-Biden Administration continues to prioritize climate change

initiatives both in the United States and abroad.

President Biden attended both the (COP26) and (COP27) United Nations Climate Change

At the most recent conference, Special Presidential Envoy for Climate John Kerry, proposed a new initiative for the U.S.

to assist and accelerate a European transition from coal plants to SMRs.

This program is ongoing as the Department of Energy is already

advancing this initiative.

Financial Buyers of Uranium - Sprott Physical Uranium Trust and

ANU Energy OEIC Ltd.

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 acquired significant quantities of uranium causing spot

prices to increase.

In the one year since the Trust initiated its ATM program in August 2021 it has purchased ~40 million pounds of uranium

and grown the net asset value to ~ $3 billion.

Due to Sprott’s success a clone physical

uranium fund was launched on May 2022.

The ANU Energy OEIC Ltd fund raised over $75 million dollars in a private placement and has made

its first uranium purchase.

Kazatomprom, the world’s largest producer of uranium is a strategic investor and uranium supplier to

Subsequently, the fund announced that it was contemplating a $500 million IPO in 4Q2022 or 1Q2023.

These dedicated investment vehicles highlight

the increasing impact of financial buyers on uranium markets.

Physical uranium purchases by financial buyers are depleting material from

the spot market and sequestering it away from utility buyers.

This has forced a market tightening as inventory levels of the most mobile

inventory have been significantly depleted, initiating a new round of long-term contracting by utilities.

Russia’s Invasion of Ukraine

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.

On the day prior to the invasion, the spot price of uranium was less than $44/lbs and it

increased to a decade high peak of over $63/lbs, before subsequently settling around the $50/lbs spot price level.

Russia’s invasion of Ukraine has called

into question its role and future participation in the nuclear fuel cycle.

However as of today, Rosatom, Russia’s national nuclear

company has avoided sanctions due to dependencies that have been built-up in the industry over decades.

However, a desire to stay away

from bad actors and the threat of Russia weaponizing energy exports has elicited responses.

Worldwide, utilities have accelerated their

contracting of non-Russian conversion and enrichment services.

believe that each of these benefits increase future aggregate uranium demand.

While this represents the largest funding support of the

nuclear industry in decades, there could be a larger secondary benefit as greater funding was allocated to battery technologies

including vanadium redox flow batteries (VRFB).

2022, we have observed the DoE becoming increasingly outspoken and working hard at creating nuclear fuel solutions to address the current

dependence on Russia and promote a geopolitical realignment of the nuclear fuel cycle away from Russia.

As an example, during September

2022, activity in the U.S.

escalated in response to Russia’s invasion of Ukraine.

Secretary of Energy, Jennifer Granholm,

in an address to the IAEA Vienna conference stated:

“And for those countries held hostage by Russian fossil fuels right now, nuclear

power—freed of Russian supply chains—is part of the solution to sever that dependence.” The Biden-Harris Administration

requested $1.5 billion in emergency funding to replace nuclear fuel and services coming from Russia.

This followed the DOE $4.3 billion

commitment for the development of expanded domestic reactor fuel supply chain specifically focused on domestic enrichment and conversion

Most notably, the DoE continues to make preparations for a Russian counter-sanction terminating the flow of nuclear fuel and

services from Russia.

Multiple bills were introduced into the U.S.

legislature, and many of these have bipartisan support.

Fuel and Uranium Effect from the Russian Invasion of Ukraine

start of the Russia/Ukraine war created extraordinary volatility in uranium markets during the first half of 2022.

At the peak, the spot

price was at an 11 year high.

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.

Later in May 2022 and June 2022, the spot price receded

to $45 levels, before recovering to the $50 level into September 2022.

In the subsequent six months, the spot price of uranium has been

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

markets followed the price action of physical uranium prices in speculation that governments worldwide would sanction and ban nuclear

fuel from Russia.

This was in recognition of Russia’s dominant position in nuclear fuel services including 38% of world conversion

capacity and 46% of world enrichment capacity.

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

through decades of government subsidies.

However, because of the lack of replacement capacity in the global nuclear fuel cycle, Rosatom

has avoided sanctions.

of the Ukraine invasion, new contracts are largely not being signed with Rosatom, but deliveries under existing contracts continue to

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

as alternative suppliers are not currently available.

However, a desire to stay away from bad actors and the threat of Russia weaponizing

energy exports or a Russian embargo has elicited responses.

Worldwide, utilities have accelerated their contracting of non-Russian conversion

and enrichment services.

New uranium supply agreements are being signed with western producers.

In the U.S., legislative and agency solutions are moving forward.

This year multiple new nuclear funding programs have already been put

in place and the language from the DoE has only gotten stronger.

The Secretary of Energy recently declared:

“The United States wants

to be able to source its own fuel from ourselves and that’s why we are developing a uranium strategy.” It has become clear

that the DoE is committed to creating nuclear fuel solutions to address the current dependence and promote a geopolitical realignment

of the nuclear fuel cycle away from Russia.

As a result of these new realities, the U.S.

is considering both sanctions and multiple pieces of legislation focusing on prohibiting the importation of Russian uranium and nuclear

fuel and supporting U.S.

domestic miners and the U.S.

nuclear fuel cycle.

Most recently, in a show of bipartisan support, Senators Barrasso,

Manchin and Risch merged their competing legislation, which has been positioned for post-election deliberations.

There remains a possibility that Russia might

reverse-sanction the United States and not make nuclear fuel deliveries.

Weaponizing of energy is a tactic that is already being deployed

in the Russia/Ukraine war and is increasingly becoming a matter of concern from countries that utilize Russian energy.

the largest fleet of nuclear reactors, any action affecting this market will have the potential to cause a realignment of global uranium

Nuclear Fuel and Uranium Markets

Western currently is observing positive catalysts

across multiple levels of the nuclear fuel and uranium markets.

At a micro-level the projected supply / demand imbalance is expanding.

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

of idle reactors, and nuclear phase-out plans being reversed.

There are multiple data points pointing to a depletion of the secondary

supply overhang, which was prevalent for the last decade.

At a macro-level, the electrification transition and climate change initiatives

have increased global support for nuclear.

Further, Russia’s invasion of Ukraine and the ensuing global energy crisis has focused

attention on security of supply and supply chain risks.

As a result, Western continues to advance our operational strategy in anticipation

of increasing uranium price levels which will reward the ability to quickly scale-up ore production.

world has been, and continues to be, impacted by the novel coronavirus (“COVID-19”) pandemic.

COVID-19, and measures to

prevent its spread, impacted our business in a number of ways.

The impact of these disruptions and the extent of their adverse

impact on the Company’s financial and operating results will be dictated by the length of time that such disruptions continue,

which will, in turn, depend on the currently unpredictable duration and severity of the impacts of COVID-19, and among other things,

the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance

regarding health matters going forward and developing strain mutations.

To date, COVID-19 has primarily caused Western delays in

reporting, regulatory matters, and operations.

Most notably, the Company initiated a request for Temporary Cessation status for the

Sunday Mine Complex in August 2020 as the mines had not been restarted within the 180-day window due to the direct and indirect

impacts of the COVID-19 pandemic.

The Van 4 Mine reclamation process was delayed because of COVID-19 pandemic lockdowns.

observe quarantine periods also caused a limited loss of manpower and delay to the 2021 / 2022 Sunday Mine Complex project.

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.

In the United States, multiple new nuclear

funding programs have already been put in place and the language from the Department of Energy has only gotten stronger.

The Secretary

of Energy recently declared:

“The United States wants to be able to source its own fuel from ourselves and that’s why we

are developing a uranium strategy.”

January 2023, ban and sanction discussions intensified as Rosatom was shown to have become an active participant in the Ukraine war.

An article entitled “Russia’s nuclear entity aids war effort, leading to calls for sanctions” was published by the

Washington Post.

Obtained documents show that the Rosatom state nuclear power conglomerate was supplying the Russian military with “components,

technology, and raw materials for missile fuel” to be used in the Ukraine war.

In the months since, multiple legislative sanction

proposals have been put forth in the United States, including banning Russian uranium imports.

has the largest fleet of nuclear

reactors, these actions have the potential to cause a realignment of uranium markets.

believe the shift away from Russia/Rosatom will be a major catalyst in the realignment of nuclear fuel markets which will benefit western

As a result, Western continues to accelerate the advancement of our operational strategy in anticipation of increasing uranium

price levels that will reward near-term scaled-up ore production.

Nuclear Fuel Fundamentals Disconnected from

Capital Markets

During the 1Q2023, the spot uranium price increased

+$5.25 to $52.93 and the long-term uranium price increased $1.50 to $53.50.

This followed 2022 where long-term prices increased from $42.75

to $52.00 and a price surge for conversion and enrichment services.

However, uranium equities had a down quarter which in our opinion

was due to macroeconomic general market factors.

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.

Underlying fundamentals

are the strongest in decades.

This is attributable to multiple factors, including climate change, energy security, supply chain and energy

scarcity initiatives.

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 begun adding multi-year contracts with mining companies for primary

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 redeployed, the reversal of phase outs and

shutdowns, and the deployment of advanced reactors / SMRs.

However, the challenge is in meeting increasing demand simultaneously with

supply constraints from the world’s largest suppliers.

We believe future uranium equity prices will reflect the underlying positive

fundamentals in the nuclear/uranium sector after general market conditions improve.

Nuclear Fuel Supply Chain Concentration

Russia’s invasion of Ukraine and the ensuing

global energy crisis has focused attention on security of supply and supply chain risks.

This has caused most of the world to re-evaluate

their dependence upon nuclear fuel exported by Russia.

In spite of the dominant market position of Rosatom, future deliveries potentially

could be at risk due to sanctions, legislation, or a Russian embargo.

Customer dependence upon the Russian supply of uranium, conversion

and enrichment are being addressed slowly by governments as alternative suppliers are not currently available.

Kazakhstan is also a concern

because the world’s largest uranium producing country has an unguarded and the second longest continuous land border in the world

shared with Russia.

The potential exists for Russia to exert influence over Kazakhstan.

Additionally, Kazatomprom is currently working

toward putting large long-term contracts in place with China.

This supply is needed for China to fulfill its 15 year plan to deploy 150

new nuclear reactors.

China National Nuclear Corp.

(CNNC) has recently opened a uranium trading hub /warehouse facility, on the China

/ Kazakhstan border, with the capacity to store 60 million pounds of uranium.

It has become evident that the nuclear fuel supply chain

has become increasingly concentrated and interconnected in this very small area of the world.

Expanding Kazakhstan uranium exports to

Russia and China significantly reduces future supply for Western nuclear fuel buyers.

Physical Uranium Trust

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

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

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

2021 to raise capital for the closed-ended trust.

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

of uranium causing spot prices to increase.

In the first year since the Trust initiated its ATM program in August 2021, over 39 million

pounds of uranium were purchased.

Subsequently, additional physical uranium funds have been launched in Kazakhstan and Switzerland.

Kazatomprom, the world’s largest uranium producer, is both an investor and uranium supplier to the new physical uranium fund launched

in Kazakhstan.

Mineral 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.

This 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.

Selecting and acquiring the processing site has taken over

one year to find a location with the road, power and water infrastructure required.

The processing plant will utilize the latest processing

technology, including Western’s patented Kinetic Separation process.

These technology advancements will result in lower overall

capital and processing costs.

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

After permitting and

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

The facility will be designed to recover

cobalt, a metal essential in battery technology and electric vehicles.

Within the state of Utah, there are numerous occurrences of cobalt

which may be economical to mine, if a processing facility were available.

Construction of the cobalt circuit will be dependent on the

availability of feed material.

The processing plant is expected to be licensed and constructed for annual production of two million pounds

of U3O8 and six to eight million pounds of V2O5.

of Operations

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

Cost of revenues

Months Ended March 31, 2023 as Compared to the Three Months Ended March 31, 2022

following table presents the Company’s financial results for the three months ended March 31, 2023 and 2022.

For the Three Months Ended

Mining expenditures

3 unchanged sentences

Total operating expenses

Operating profit/(loss)

Interest expense, net

Other (income)/expense

Settlement expense

Net income/(loss)

Other Comprehensive income/(loss)

Foreign exchange gain/(loss)

Comprehensive income/(loss)

Operating loss

Accretion and interest (income) expense, net

Other comprehensive loss

Foreign exchange gain

Comprehensive loss

$ (1,097,217 )

Months Ended September 30, 2022 as Compared to the Three Months Ended September 30, 2021

consolidated net loss for the three months ended September 30, 2022 and 2021 was $527,525 or $0.01 per share and $830,493 or $0.02 per

share, respectively.

$ (1,116,942 )

Net loss per share - basic and diluted

consolidated net loss for the three months ended March 31, 2023 and 2022 was $1,103,531 and $1,173,603 or $0.03 and $0.03 per share,

respectively.

The principal components of these year over year changes are discussed below.

comprehensive loss for the three months ended September 30, 2022 and 2021 was $675,890 and $876,856, respectively.

for the three months ended September 30, 2022 and 2021 was $108,547 and $16,155, respectively.

The increase in revenue of $92,392 was

primarily related to oil and gas royalties that were paid each month during the current quarter;

payment of production royalties had not

yet commenced in the corresponding quarter in the prior year.

Mining Expenditures

Mining expenditures

for the three months ended September 30, 2022 were $204,520 as compared to $335,028 for the three months ended September 30, 2021.

decrease in mining expenditures of $130,508, or 39% was principally attributable to a reduction in mining operations during the current

quarter while focusing on building an in-house mining capability;

there were active mining operations during the full corresponding quarter

in the prior year.

Professional Fees

Professional fees for the three

months ended September 30, 2022 were $97,077 as compared to $136,174 for the three months ended September 30, 2021.

The decrease in professional

fees of $39,097 or 29% was primarily due to a decrease in legal fees as Securities and Exchange Commission share registration expenditures

were concentrated in the prior period.

General and Administrative

General and administrative expenses

for the three months ended September 30, 2022 were $351,928 as compared to $361,301 for the three months ended September 30, 2021.

decrease in general and administrative expense of $9,373 or 3% is primarily due to a $14,198 decrease in utility bills due to limited

mining operations in the current quarter versus full mining operations during the corresponding quarter in the prior period.

Consulting Fees

fees for the three months ended September 30, 2022 were $18,346 as compared to $12,801 for the three months ended September 30, 2021.

The increase in consulting fees of $5,545 or 43% was principally due to our reduced utilization of consultants during 2021 due to COVID-19.

Accretion and Interest

Accretion and interest for the three months ended

September 30, 2022 produced income of $35,799 as compared to expense of $1,344 for the three months ended September 30, 2021.

Due to increased

capital balances, the Company was afforded access to a cash program paying higher interest rates which benefitted from both higher market

interest rates and larger cash balances.

Foreign Exchange

Foreign exchange loss for the three months ended September 30, 2022

was $148,365 as compared to a loss of $46,363 for the three months ended September 30, 2021.

The foreign exchange loss is primarily due

to the strengthening of the U.S.

dollar relative to the Canadian dollar.

Months Ended September 30, 2022 as Compared to the Nine Months Ended September 30, 2021

consolidated net income for the nine months ended September 30, 2022 was $578,422 or $0.01 per share and consolidated net loss was $1,596,717

or $0.04 per share for the nine months ended September 30, 2021.

The principal components of these year over year changes are discussed

comprehensive income for the nine months ended September 30, 2022 was $265,930 and comprehensive loss was $1,573,186 for the nine months

ended September 30, 2021.

Our revenue for the nine months ended September 30, 2022 and 2021 was

comprehensive loss for the three months ended March 31, 2023 and 2022 was $1,097,217 and $1,116,942, respectively.

Our revenue for the three months ended March 31, 2023 and 2022 was

$165,975 and $156,226, respectively.

The increase in revenue of $7,562,954 was primarily related to the revenue recognized upon the satisfaction

of the uranium concentrate delivery under our supply contract whereby we delivered 125,000 lbs of uranium concentrate from our prepaid

uranium concentrate inventory.

Further, oil and gas royalties were recognized during every month during 2022, but $0 of oil and gas royalties

and $48,465 of lease revenue were recognized during the corresponding nine-month period in the prior year.

of revenue was $4,044,083 for the nine months ended September 30, 2022 as compared to $0 for the nine months ended September 30, 2021.

This increase was a result of recording the cost of the uranium concentrate that was sold and delivered during the second quarter of

Mining expenditur es

for the nine months ended September 30, 2022 were $616,146 as compared to $422,921 for the nine months ended September 30, 2021.

in mining expenditures of $193,225, or 46% was principally attributable to increases in the utilization of contract labor, hydrology expenditures,

and mining costs.

The Company’s Sunday Mine Complex was active more months during the current period versus the prior period and

costs of building an in-house mining capability were concentrated in the second and third quarters.

Professional fees for the nine

months ended September 30, 2022 were $445,596 as compared to $287,042 for the nine months ended September 30, 2021.

The increase in professional

fees of $158,554 or 55% was primarily due to an increase in legal expenditures and the reduced utilization of consultants during the prior

year period due to COVID-19.

The increase in revenue of $9,749 was primarily related to additional oil and gas royalty revenue.

Sixteen (16) oil and gas wells were producing in the current period versus eight (8) in the prior period.

Mining expenditures for the three months ended

March 31, 2023 were $605,104 as compared to $289,038 for the three months ended March 31, 2022.

The increase in mining expenditures of

$316,066 was principally attributable to scaling up mining activities at the Company’s Sunday Mine Complex.

Cost increases were

attributable to the hiring of additional personnel, increases in cost of equipment, vehicles, and supplies, and stock-based compensation

expense for the mining team.

Professional fees for the three months ended March

31, 2023 were $87,096 as compared to $136,060 for the three months ended March 31, 2022.

The decrease in professional fees of $48,964,

or 36% was primarily due to a $39,742 decrease in legal services.

and Administrative

General and administrative expenses

for the nine months ended September 30, 2022 were $1,870,747 as compared to $835,281 for the nine months ended September 30, 2021.

increase in general and administrative expense of $1,035,446, or 124% is primarily due to a $744,327 increase in stock-based compensation

expense as the 2021 stock option awards were granted and vested entirely during 2022.

There was also a $122,036 increase in payroll expenses

due to an increase in staff and compensation.

Investor relations expenditures increased by $37,190 as investor initiatives were re-initiated

fees for the nine months ended September 30, 2022 were $78,165 as compared to $16,810 for the nine months ended September 30, 2021.

increase in consulting fees of $61,355 was principally due to our reduced utilization of consultants during 2021 due to COVID-19.

Accretion and interest for the nine months ended

September 30, 2022 produced income of $17,740 as compared to expense of $4,687 for the nine months ended September 30, 2021.

Due to increased

capital balances, the Company was afforded access to a cash program paying higher interest rates which benefitted from both higher market

interest rates and larger cash balances.

Foreign exchange loss for the nine months ended September 30, 2022

was $312,492 as compared to a gain of $23,531 for the nine months ended September 30, 2021.

The foreign exchange loss is primarily due

to the strengthening of the U.S.

dollar relative to the Canadian dollar.

and administrative expenses for the three months ended March 31, 2023 were $613,365 as compared to $863,062 for the three months ended

March 31, 2022.

The decrease in general and administrative expense of $249,697, or 29% was due primarily to a $283,708 decrease in stock-based

compensation expense.

Consulting fees for the three months ended March

31, 2023 were $737 as compared to $39,512 for three months ended March 31, 2022.

The decrease in consulting fees of $38,775, or 98% was

principally due to the decreased use of consultants due to the increased use of the Company’s expanded in-house staff.

and Interest Income (Expense), net

Accretion and interest (income) expense, net for

the three months ended March 31, 2023 was income of $35,296 as compared to expense of $2,157 for the three months ended March 31, 2022.

The increase in income of $37,453 was principally attributable to investment interest earned on higher level cash balances and higher

interest rates during the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

exchange gain for the three months ended March 31, 2023 was $6,314, as compared to $56,661 for the three months ended March 31, 2022.

The decrease of the foreign exchange gain is primarily due to lower differences between the principal functional currency and the reporting

and Capital Resources

Company’s cash and restricted cash balance as of September 30, 2022 was $11,220,194.

The Company’s cash position is highly

dependent on its ability to raise capital through the issuance of debt and equity and its management of expenditures for mining development

and for fulfillment of its public company reporting responsibilities.

Management believes that in order to finance the development of

the mining properties and Kinetic Separation, the Company will be required to raise additional capital by way of debt and/or equity.

Western could potentially require additional capital if the scope of Company’s projects expands.

Company’s cash and restricted cash balance as of March 31, 2023 was $9,186,315.

The Company’s cash position is highly dependent

on its ability to raise capital through the issuance of debt and equity and its management of expenditures for mining development and

for fulfillment of its public company reporting responsibilities.

Management believes that in order to finance the development of the

mining properties and Kinetic Separation, to secure regulatory licenses and to construct a conventional mill for the processing of uranium

and vanadium, the Company will be required to raise additional capital by way of debt and/or equity.

Western will also require additional

working capital to continue to scale-up its mining operations at the Sunday Mine Complex.

This outlook is based on the Company’s

1 unchanged sentence

external opportunities.

provided by (used in) operating activities

Net cash provided by operating activities was $5,174,546 for the nine

months ended September 30, 2022, as compared with $1,576,627 used in operating activities for the nine months ended September 30, 2021.

Of the $5,174,546 in net cash provided by operating activities for the nine months ended September 30, 2022, $578,422 is derived from

our net income before non-cash adjustments.

After non-cash adjustments the cash income increased to $1,378,191.

Changes in our operating

assets and liabilities for the period primarily includes a $4,085,723 decrease in prepaid uranium concentrate inventory and a decrease

of $146,177 in subscription payable.

used in investing activities

Net cash used in investing activities was $895,400 for the nine months

ended September 30, 2022, as compared with $65,000 for the nine months ended September 30, 2021.

This net cash used consists of purchases

of equipment and vehicles to build Western’s in-house mining capability.

provided by financing activities

cash provided by financing activities for the nine months ended September 30, 2022 and 2021 were $5,632,273 and $5,519,337, respectively.

During the nine months ended September 30, 2022 we completed a private placement representing aggregate net proceeds of $3,011,878 and

received $2,620,395 from the exercise of warrants.

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

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.

Reclamation at the Van 4 Mine has

continued using company employees and equipment.

The headframe and ore bins have been dissembled and placed into storage.

This phase followed

building removal;

hence cement pads are the only structures remaining onsite.

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.

cash provided by (used in) operating activities

cash used in operating activities was $629,914 for the three months ended March 31, 2023, as compared with $1,087,087 used in operating

activities for the three months ended March 31, 2022.

The decrease of $457,173 in cash used in operating activities was due principally

to a decrease of $591,940 in cash used to fund operating assets and liabilities.

cash used in investing activities

Net cash used in investing activities was $623,623

for the three months ended March 31, 2023, as compared with $369,900 for the three months ended March 31, 2022.

The increase in cash used

in investing activities of $253,723 was due principally to the purchase of additional mining equipment and vehicles, as the Company scales

up its mining operations.

cash provided by financing activities

cash provided by financing activities for the three months ended March 31, 2023 and 2022 was $0 and $3,353,728, respectively.

no financing activities during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, when we completed

a private placement during the first quarter of 2022 representing aggregate net proceeds of $3,011,878 and received $341,850 from the

exercise of warrants.

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.

and Gas Lease and Easement

6 unchanged sentences

incrementally over the eight year term of the easement.

June 23, 2020, the same entity as discussed above elected to extend the oil and gas lease easement for three additional years, commencing

on the date the lease would have previously expired.

During 2021, the operator completed all well development stages and each of the

eight (8) Blue Teal Fed wells commenced oil and gas production by mid-August 2021.

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.

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.

Subsequently, in 2022, monthly royalty checks were received for sales during each of the months

in the first quarter.

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 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 2022.

Monthly royalty payments are ongoing

on the sixteen (16) wells.

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.

Party Transactions

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 of the Company (“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,

Prior to the acquisition of Black Range, Mr.

George Glasier, the Company’s CEO, who is also a director of the Company (“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.

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.

Company is obligated to pay Mr.

Glasier for reimbursable expenses in the amount of $35,252 and $87,221 as of March 31, 2023 and December

31 2022, respectively.

With the exception of the quarter ending June 30, 2022, we had incur red

losses from our operations.

During the three months ended September 30, 2022, we generated a net loss of $527,525.

We expect to generate

operating losses for the foreseeable future as we incur expenses to bring our mining operations online.

As of September 30, 2022, we 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 on a non-brokered private placement of 2,495,575 units at a price of CAD $1.60 per unit.

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.

the exception of the quarter ended June 30, 2022, we incurred losses from our operations, and 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, the sale of its common shares and from limited revenue sources.

During the three

months ended March 31, 2023, the Company received oil and gas royalty and lease revenues of $165,975.

During the three months ended June

30, 2022, we realized revenue of $7.2 million and corresponding costs of $4.0 million in connection with a single sale of uranium concentrate.

Company’s ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining

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Management’s plans include seeking to procure additional funds through debt and equity financings, to secure

regulatory approval to fully utilize its Kinetic Separation and to initiate the processing of ore to generate operating cash flows.

regulatory approval licenses to fully utilize its Kinetic Separation, to construct a conventional mill for the processing of uranium

and vanadium and to incorporate Kinetic Separation in the processing of ore to generate operating cash flows.

Western will need additional

capital to continue ongoing mining operations by its in-house mining team at the Sunday Mine Complex while simultaneously permitting

and construction a processing plant.

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

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issuance of the accompanying financial statements.

The accompanying condensed consolidated financial statements do not include any adjustments

The accompanying consolidated financial statements do not include any adjustments

that might result from the outcome of these uncertainties.

Balance Sheet Arrangements

of September 30, 2022, there were no off-balance sheet transactions.

of March 31, 2023, there were no off-balance sheet transactions.

The Company has not entered into any specialized financial agreements

1 unchanged sentence

Accounting Estimates and Policies

preparation of these condensed consolidated financial statements requires management to make certain estimates, judgments and assumptions

that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and reported

amounts of expenses during the reporting period.

preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that

affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses

during the reporting period.

assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period,

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Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis