What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-20 compared with 2023-08-18 · 736 added, 747 removed, 49 unchanged (97% of the section changed)

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The information disclosed in this quarterly report,

and the information incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations,

hopes, beliefs, intentions or strategies regarding the future.

In addition, any statements that refer to projections, forecasts or other

characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” and similar expressions may identify forward-looking statements, but

the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained

or incorporated by reference in this quarterly report are based on our current expectations and beliefs concerning future developments

and their potential effects on us and speak only as of the date of each such statement.

There can be no assurance that future developments

affecting us will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some

of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those

expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors

described in this Item 2 of Part I and Item 1A of Part II of this quarterly report.

Should one or more of these risks or uncertainties

materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these

forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise, except as may be required under applicable securities laws.

The following discussion should be read in conjunction

with our condensed interim consolidated financial statements and footnotes thereto contained in this quarterly report.

Western Uranium & Vanadium Corp.

or the “Company”, formerly Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations

On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (“CSE”).

that process, the Company acquired 100% of the members' interests of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability

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”).

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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

information disclosed in this quarterly report, and the information incorporated by reference herein, include “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements include, but are not limited to, statements

regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future.

In addition, any

statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying

assumptions, are forward-looking statements.

The words “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” and similar expressions

may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

forward-looking statements contained or incorporated by reference in this quarterly report are based on our current expectations and

beliefs concerning future developments and their potential effects on us and speak only as of the date of each such statement.

can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking statements involve

a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance

to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include,

but are not limited to, those factors described in this Item 2 of Part I and Item 1A of Part II of this quarterly report.

or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material

respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities

following discussion should be read in conjunction with our condensed interim consolidated financial statements and footnotes thereto

contained in this quarterly report.

Uranium & Vanadium Corp.

(“Western” or the “Company”, formerly Western Uranium Corporation) 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.

Western is a Canadian domestic issuer and Canadian reporting issuer.

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 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

The Sunday Mine Complex is the Company’s core resource property and in July 2021was assigned “Active” status

when mining operations were restarted.

On September 16, 2015, Western completed its

acquisition of Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed.

The acquisition terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range.

to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”)

under the Australian Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being issued

common shares of Western on a 1 for 750 basis.

On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on

September 4, 2015, Black Range received approval by the Federal Court of Australia.

In addition, Western issued options to purchase Western

common shares to certain employees, directors, and consultants.

Such stock options were intended to replace Black Range stock options

outstanding prior to the Black Range Transaction on the same 1 for 750 basis.

The Company has registered offices at 330 Bay

Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8, and its common shares are listed on the CSE under the symbol “WUC”

and are traded on the OTCQX Best Market under the symbol “WSTRF”.

Its 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

Recent Developments

Bullen Property (Weld County)

The Bullen Property is an oil and gas property

located in Weld County Colorado.

The Company acquired this non-core property in 2015 in the Black Range Minerals Limited acquisition,

and Black Range purchased the property in 2008 for its Keota Uranium Project.

In 2017, the Company signed a three year oil

and gas lease which in 2020 was extended for an additional three year term or until the end of continuous operations.

The consideration

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

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.

In 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 unit.

In late 2020 Mallard began development of the

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 Minerals Limited (“Black Range”), an Australian company

that was listed on the Australian Securities Exchange until the acquisition was completed.

The acquisition terms were pursuant to a definitive

Merger Implementation Agreement entered into between Western and Black Range.

Pursuant to the agreement, Western acquired all of the

issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”) under the Australian Corporation Act 2001 (Cth)

(the “Black Range Transaction”), with Black Range shareholders being issued common shares of Western on a 1 for 750 basis.

On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on September 4, 2015, Black Range received approval

by the Federal Court of Australia.

In addition, Western issued options to purchase Western common shares to certain employees, directors,

and consultants.

Such stock options were intended to replace Black Range stock options outstanding prior to the Black Range Transaction

on the same 1 for 750 basis.

United States Securities and Exchange Commission (“Commission”) rules, the Black Range transaction triggered the Company

being deemed a United States domestic issuer and losing its foreign private issuer exemption.

On April 29, 2016, the Company filed a

Form 10 registration statement with the Commission after shifting its basis of accounting from IFRS to U.S.

On June 28, 2016, the

Company’s registration statement became effective and Western became a United States reporting issuer.

June 30, 2023, Western re-qualified as a foreign private issuer as that term is defined in Rule 3b-4(c) promulgated under the

Exchange Act.

As a result, the Company may now utilize certain accommodations made to foreign

private issuers, including (1) an exemption from complying with the Commission’s proxy rules, (2) an exemption from the Company’s

insiders having to comply with the reporting and short-swing trading liability provisions of Section 16 under the Exchange

Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer forms, and (4) the ability

to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S.

The Company plans to take

advantage of these accommodations.

However, the Company currently has decided to voluntarily continue to file periodic reports with the

Commission using domestic issuer forms including filing annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports

Company has registered offices at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8, and its common shares are listed on

the CSE under the symbol “WUC” and are traded on the OTCQX Best Market under the symbol “WSTRF”.

Its 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”).

Department of Energy’s Oak Ridge National

Laboratory Visit

The Company received a visit at its Sunday Mine

Complex by a delegation from the U.S.

Department of Energy’s Oak Ridge National Laboratory (“ORNL”) on September 14,

The ORNL is considered among the world’s premier scientific research institutions and is charged with solving problems and

creating solutions at the intersection of energy, critical infrastructure, national security, and the nuclear fuel cycle.

Property (Weld County)

Bullen Property is an oil and gas property located in Weld County Colorado.

The Company acquired this non-core property in 2015 in the

Black Range Minerals Limited acquisition, and Black Range purchased the property in 2008 for its Keota Uranium Project.

2017, the Company signed a three year oil and gas lease which in 2020 was extended for an additional three year term or until the end

of continuous operations.

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.

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.

In January 2023, Mallard was acquired by Bison.

During the three months ended June 30, 2023 and

2022, we recognized aggregate revenue of $102,789 and $123,037, respectively, and for the six months ended June 30, 2023 and 2022, we

recognized aggregate revenue of $268,764 and $279,263, respectively, under these oil and gas lease arrangements.

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.

January 2023, Mallard was acquired by Bison.

the three months ended September 30, 2023 and 2022, we recognized aggregate revenue of $89,144 and $108,547, respectively, and for the

nine months ended September 30, 2023 and 2022, we recognized aggregate revenue of $357,908 and $387,810, respectively, under these oil

and gas lease arrangements.

Separation Licensing

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 proposed alternatives.

However, management has

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

Sunday Mine Complex Permitting Status

On February 4, 2020, the Colorado DRMS sent a

Notice of Hearing to Declare Termination of Mining Operations related to the status of the mining permits issued by the state of Colorado

for the Sunday Mine Complex.

At issue was the application of an unchallenged Colorado Court of Appeals Opinion for a separate mine (Van

4) with very different facts that are retroactively modifying DRMS rules and regulations.

The Company maintains that it was timely in

meeting existing rules and regulations.

The hearing was scheduled to be held during several monthly MLRB Board meetings, but this matter

was delayed several times.

The permit hearing was held during the MLRB Board monthly meeting on July 22, 2020.

At issue was the status

of the five existing permits which comprise the Sunday Mine Complex.

Due to COVID-19 restrictions, the hearing took place utilizing a

virtual-only format.

The Company prevailed in a 3 to 1 decision which acknowledged that the work completed at the Sunday Mine Complex

under DRMS oversight was timely and sufficient for Western to maintain these permits.

In a subsequent July 30, 2020 letter, the DRMS

notified the Company that the status of the five permits (Sunday, West Sunday, St.

Jude, Carnation, and Topaz) had been changed to “Active”

status effective June 10, 2019, the original date on which the change of the status was approved.

On August 23, 2020, the Company initiated

a request for Temporary Cessation status for the Sunday Mine Complex as the mines had not been restarted within a 180-day window due

to the direct and indirect impacts of the COVID-19 pandemic.

Accordingly, a permit hearing was scheduled for October 21, 2020 to determine

Temporary Cessation status.

In a unanimous vote, the MLRB approved Temporary Cessation status for each of the five Sunday Mine Complex

permits (Sunday, West Sunday, St.

Jude, Carnation, and Topaz).

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

findings of the July 22, 2020 permit hearing.

On November 10, 2020, the MLRB issued a board order which finalized the findings of the

October 21, 2020 permit hearing.

On November 6, 2020, the MLRB signed an order placing the five Sunday Mine Complex mine permits into

Temporary Cessation.

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

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

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 same coalition of environmental groups amended their complaint against the MLRB seeking a partial appeal of the October 21, 2020

decision requesting termination of the Topaz Mine permit.

The Company has joined with the MLRB in defense of their July 22, 2020 and

October 21, 2020 decisions.

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

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

The MLRB and the Company

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

The judicial review process

was delayed as extensions were put in place until August 20, 2021.

A settlement was not reached, and the MLRB and the Company submitted

answer briefs on August 20, 2021.

the 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.

The Company maintains that it was timely in meeting existing rules and regulations.

The hearing was scheduled to be held during several

monthly MLRB Board meetings, but this matter was delayed several times.

The permit hearing was held during the MLRB Board monthly meeting

on July 22, 2020.

At issue was the status of the five existing permits which comprise the Sunday Mine Complex.

Due to COVID-19 restrictions,

the hearing took place utilizing a virtual-only format.

The Company prevailed in a 3 to 1 decision which acknowledged that the work completed

at the Sunday Mine Complex under DRMS oversight was timely and sufficient for Western to maintain these permits.

In a subsequent July

30, 2020 letter, the DRMS notified the Company that the status of the five permits (Sunday, West Sunday, St.

Jude, Carnation, and Topaz)

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

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

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

Accordingly, a permit hearing was

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

In a unanimous vote, the MLRB approved Temporary Cessation status

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

Jude, Carnation, and Topaz).

On October 9, 2020, the MLRB

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

On November 10, 2020, the MLRB issued a board

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

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

five Sunday Mine Complex mine permits into Temporary Cessation.

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

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

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

of the October 21, 2020 decision requesting termination of the Topaz Mine permit.

The Company has joined with the MLRB in defense of

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

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

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

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

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

A settlement was not reached, and the

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

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

On March 1, 2022, the Denver District

Court reversed the MLRB’s orders regarding the Topaz Mine and remanded the case back to MLRB for further proceedings consistent

with its order.

The Company and the MLRB had until April 19, 2022 to appeal the Denver District Court’s ruling.

Neither the Company

nor the MLRB appealed the Denver District Court ruling.

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.

Sunday Mine Complex 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.

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.

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

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.

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

SMC project entailed the development of multiple SMC ore bodies and involves a shift in the base of operations from the St.

(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.

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.

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.

As a result, 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

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

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 deployed;

site infrastructure upgrades have been finished.

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

Mining operations restarted in April 2023 and initially

focused on additional development of the GMG Ore Body, where high-grade uranium ore was continuously intersected.

Western’s in-house

mining team has continued to drive this drift and calculates less than 30 feet remaining before reaching the target ore hole.

Ore Body is now ready for full-scale production.

As a result of the encouraging results to date, the in-house mining crew has expanded

its underground drilling capability with the purchase of a drill rated for a distance of over 2,500 feet.

Underground exploration drilling

will explore areas of the SMC project site that were never drilled due to the mountainous terrain limiting surface exploration drilling.

The current exploration focus is on the definition of additional production zones.

Stockpiled Ore Inventory

From 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 ratio.

The estimated stockpiled

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

The value of this stockpile is not reflected as an asset on

the balance sheet as the costs to produce the stockpiled ore inventory was expensed in accordance with Regulation SK-1300.

Uranium Section 232 Investigation/Nuclear Fuel Working Group

An 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.

At that time, President Trump 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 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.

nuclear fuel cycle.

The undertaking of some NFWG findings and recommendations was a positive outcome for the U.S.

nuclear industry and

In early 2023, the mines were reopened for ventilation

and infrastructure upgrades.

Mining operations restarted in April 2023 and initially focused on additional development of the GMG Ore

Body, where high-grade uranium ore was continuously intersected.

Western’s in-house mining team drove this drift to less than 30

feet of reaching the target ore hole.

At that point, the GMG Ore Body was deemed ready for full-scale production.

As a result of the encouraging

results, the in-house mining team refocused on other high value target areas that were never drilled due to the mountainous terrain limiting

surface exploration drilling.

The mining team is currently engaged in an underground long-hole drilling program to define additional production

The goal is to develop additional target zones in order to maximize simultaneous production from the Sunday Mine Complex mines.

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.

The value of this stockpile

is not reflected as an asset on the balance sheet as the costs to produce the stockpiled ore inventory was expensed in accordance with

Regulation SK-1300.

The in-house mining team did not stockpile additional ore in the current quarter.

Section 232 Investigation/Nuclear Fuel Working Group Process

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.

The 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.

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.

has increased its industry support.

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.

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 U.S.

producers to recapture and sustain a market

share of U.S.

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 U.S.

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

uranium consumption”.

The Russian invasion of Ukraine has fast tracked

the Uranium Reserve Program.

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.

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

Subsequently in June 2022, the U.S.

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.

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.

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.”

in June 2022, the U.S.

Department of Energy (“DOE”) released program guidelines to initiate purchases of up to $75 million

domestic origin uranium inventory from existing storage at the Honeywell Metropolis Works uranium conversion facility in Metropolis,

The DOE awarded contracts in December 2022 for the purchase of 1,100,000 lbs of uranium that were delivered in the first quarter

Five uranium companies disclosed receiving contract awards within a price range from $59.50 to $70.50 per pound.

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.

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-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.

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.

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.

On August 16, 2022, President Biden signed into

law the Inflation Reduction Act, which is a significantly reduced version of the Build Back Better plan.

This Act provides for $369 billion

in climate and energy investments, a portion of which will significantly benefit the 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.

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.

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.

We believe that each of these benefits increase future aggregate

uranium demand.

While this represents the largest funding support of the U.S.

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).

During 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.

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 services.

Most notably, the

DoE continues to make preparations for a Russian counter-sanction terminating the flow of nuclear fuel and services from Russia.

bills were introduced into the U.S.

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 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.

Nuclear Fuel and Uranium Effect from the Russian Invasion of

The 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;

of ~$20 per pound.

Later in May 2022 and June 2022, the spot price receded to $45 levels, before recovering to the $50 +/- per pound price

level from September 2022 to March 2023.

Following this range bound period, in 2Q2023 the spot uranium price rallied to the $56 per pound

price level in June/July 2023.

Equity 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.

because of the lack of replacement capacity in the global nuclear fuel cycle, Rosatom has avoided sanctions.

Because of the Ukraine invasion, new contracts

are largely not being signed with Rosatom, but deliveries under existing contracts continue to be made.

Customer dependencies upon the

Russian supply of uranium, conversion and enrichment are being addressed slowly by governments as alternative suppliers are not currently

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.

supply agreements are being signed with western producers.

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:

United States wants to be able to source its own fuel from ourselves and that’s why we are developing a uranium strategy.”

In 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.

During this past quarter, there was

significant legislative progress favorable to increasing domestic uranium and nuclear fuel production in the United States.

Senate went on summer recess, an amendment to establish a Nuclear Fuel Security Program was added to the National Defense

Authorization Act (NDAA) on a 96-3 vote.

This amendment requires the Secretary of Energy to establish a Nuclear Fuel Security

Program, expand the American Assured Fuel Supply Program, establish a High-Assay Low-Enriched Uranium (HALEU) for Advanced Nuclear

Reactor Demonstration Projects Program, submit a report on a civil nuclear credit program, and to enhance programs to build

workforce capacity to meet mission critical needs of the Department of Energy.

In May 2023, the House Energy and Commerce

Committee advanced a bill titled Prohibiting Russian Uranium Imports Act.

The purpose and intent of the proposed legislation is to

begin banning Russian uranium 90 days after its enactment;

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 +/- per pound price level from September 2022 to March 2023.

Following this range bound period,

in 3Q2023 the spot uranium price rallied to an average $73 per pound price level in September/October 2023.

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 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.

this past quarter, there was significant legislative progress favorable to increasing domestic uranium and nuclear fuel production in

the United States.

Before the U.S.

Senate went on summer recess, an amendment to establish a Nuclear Fuel Security Program was added

to the National Defense Authorization Act (NDAA) on a 96-3 vote.

This amendment requires the Secretary of Energy to establish a Nuclear

Fuel Security Program, expand the American Assured Fuel Supply Program, establish a High-Assay Low-Enriched Uranium (HALEU) for Advanced

Nuclear Reactor Demonstration Projects Program, submit a report on a civil nuclear credit program, and to enhance programs to build workforce

capacity to meet mission critical needs of the Department of Energy.

In May 2023, the House Energy and Commerce Committee advanced a

bill titled Prohibiting Russian Uranium Imports Act.

The purpose and intent of the proposed legislation is to begin banning Russian uranium

90 days after its enactment;

subject to conditional Department of Energy waivers.

Those waivers

include scenarios where no alternate source of low-enriched uranium is available to keep a U.S.

nuclear reactor in operation or that

importing Russian uranium is in the national interest.

Those waivers include scenarios where no alternate

source of low-enriched uranium is available to keep a U.S.

nuclear reactor in operation or that importing Russian uranium is in the national

Both pieces of legislation seek to replace Russian uranium in U.S.

nuclear reactors with domestic production.

We believe the shift away from Russia/Rosatom

will be a major catalyst in the realignment of nuclear fuel markets which will benefit western producers.

As a result, we continue 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 first half of 2023, the spot uranium

price increased +$8.42 to $56.10 and the long-term uranium price increased $4.00 to $56.00.

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 were flat to down

during the first half of 2023, 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.

civilian nuclear reactors with domestic production.

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, we continue 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 and Uranium Market Conditions

During the nine months ended September 30, 2023,

the spot uranium price increased +$23.90 or 50.1% to $71.58.

The uranium market improved significantly during the third quarter as more

than half of the year-to-date increase occurred during this quarter, including $11.65 in September alone.

As measured by uranium mining

exchange-traded funds (ETFs), uranium equities were flat to down during the first six months of 2023.

However the Sprott large capitalization

and junior miner ETFs increased about 40% during the current quarter while spot uranium was up 28%.

Because of outperformance earlier

in the year, physical uranium has still outperformed equities through the third quarter.

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 supply.

The drivers expanding the demand for nuclear fuel include

non-nuclear nations adding nuclear power generation, nuclear nations expanding fleets and/or extending lives of existing reactors, idled

nuclear reactors being redeployed, the reversal of phase-outs and shutdowns, and the deployment of advanced reactors / SMRs.

the challenge is in meeting increasing demand simultaneously with supply constraints from the world’s largest suppliers.

future uranium equity prices will reflect the underlying positive fundamentals in the nuclear/uranium sector after general market conditions

Positive nuclear energy news has continued to

highlight the global growth of future nuclear electricity generation which will drive increased nuclear fuel demand.

future supply, utility contracting has continued into 2023, and some uranium mining companies are moving toward restarting production.

However, due to the lead time needed for future uranium production, we are entering a phase where the supply-demand fundamentals are in a deep multi-year structural supply deficit.

The future is not clear as we believe that most miners are waiting for higher price levels

before making start-up commitments and utilities are waiting to understand how regulations and geopolitics will modify their future access

to Russian uranium and conversion and enrichment services.

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.

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 supply.

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

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

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 uranium equity prices will

continue to strengthen and reflect the underlying positive fundamentals in the nuclear/uranium sector.

Most notably during the quarter,

multiple market analysts have flagged low availability of mobile secondary inventories.

We believe the continued draw down of inventories

to be a market catalyst of the recent uptick in uranium prices.

nuclear energy news has continued to highlight the global growth of future nuclear electricity generation which will drive increased

nuclear fuel demand.

In terms of future supply, utility contracting has continued into 2023, and some uranium mining companies are moving

toward restarting production.

However, due to the lead time needed for future uranium production, we are entering a phase where the supply-demand

fundamentals are in a deep multi-year structural supply deficit.

The future is not clear as we believe that most miners are waiting for

higher price levels before making start-up commitments and utilities are waiting to understand how regulations and geopolitics will modify

their future access to Russian uranium and conversion and enrichment services.

Fuel Supply Chain Concentration Risks

invasion of Ukraine and the ensuing global energy crisis has focused attention on security of supply and supply chain risks.

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

Since last quarter both Urenco and Orano have announced that they will invest to expand their uranium enrichment capacity

respectively in the United States and France, which represents a shift away from Russia.

Utilities are demonstrating their desire for

increased security of their nuclear fuel supply chains.

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

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.

In late July 2023, soldiers of Niger’s presidential guard deposed from power President Mohamed Bazoum;

and replaced him with a military

This is significant because the new government is opposed to Western interests and has escalated anti-French rhetoric, while seeking

support from Russia and its Wagner mercenary group.

Uranium is Niger’s main export and this small West African country holds the

7th largest uranium resource in the world and was producing about 5% of global production.

Orano, the French state-backed nuclear energy

company has significant operations in the country that were impacted by the newly imposed suspension of uranium exports to France.

conflict also has the potential to impact future global uranium supply.

Multiple uranium mine development projects in the country continue

to proceed despite the evacuation of many foreign nationals.

Re-establishing political stability is likely a prerequisite to these companies

receiving the funding packages needed to cover the significant development costs of their respective projects.

Sprott Physical Uranium Trust

(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.

late July 2023, soldiers of Niger’s presidential guard deposed from power President Mohamed Bazoum;

and replaced him with a

military junta.

This is significant because the new government is opposed to Western interests and has escalated anti-French

rhetoric, while seeking support from Russia and its Wagner mercenary group.

Uranium is Niger’s main export and this small West

African country holds the 7th largest uranium resource in the world and was producing about 5% of global production.

French state-backed nuclear energy company has significant operations in the country that were impacted.

Junta has initiated multiple actions that are counter to French interests.

Most importantly, Niger’s Junta has threatened the

export of uranium to France which has serious implications because France acquires 20% of its natural uranium from Niger.

Subsequently, French President Macron has visited Kazakhstan and Uzbekistan, both former Soviet Republics, citing the vast potential

for further cooperation in regard to nuclear power.

This conflict also has the potential to impact future global uranium

Multiple uranium mine development projects in the country continue to proceed despite the evacuation of many foreign

nationals and difficulties receiving supplies .

Re-establishing political stability is

likely a prerequisite to these companies receiving the funding packages needed to cover the significant development costs of their

respective projects.

October 2023, geopolitical instabilities spread further to the Middle East after a Hamas attack on Israel triggered a counterattack by

Israel on Hamas in the Gaza strip.

This additional hot spot further increases volatility in the world and destabilizes the Middle East

region that is highly influential on global energy prices.

Physical Uranium Trust

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

6 unchanged sentences

were purchased.

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

Notably, Kazatomprom,

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

Utah 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.

During the current quarter, the Utah mill site in the Green River Industrial

Park has been upsized through the addition of adjacent land.

This allows the future scale of operation to be increased beyond the initial

planned annual production of two million pounds of uranium and six to eight million pounds of vanadium.

Maverick Strategic Minerals Corp.,

a wholly owned subsidiary of Western, was formed as an operating entity for the purpose of developing, building, owning and operating

the mineral processing facility.

The selection process for engineering, environmental, and permitting contractors is ongoing and

Western is close to making final appointments.

Results of Operations

The following table presents the Company’s financial results

for the three and six months ended June 30, 2023 and 2022.

The Trust is currently holding over 62 million pounds of uranium.

Subsequently, additional physical uranium funds have

been launched in Kazakhstan and Switzerland.

Notably, Kazatomprom, the world’s largest uranium producer, is both an investor and

uranium supplier to the new physical uranium fund launched in Kazakhstan.

Mineral Processing Plant

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.

The development of the Maverick Mineral Processing

Plant in Green River Utah has advanced considerably.

In the second quarter, the land acquisition was completed and in the third quarter

the project design and permitting activities commenced with the engagement of a full team of consulting firms, chosen for their expertise

in engineering / mill design, permit preparation, environmental, hydrology, and air quality.

Site evaluation work was undertaken and a

preliminary plant and property site plan was compiled for the location of monitor wells, meteorological towers, buildings, processing

circuits, tailings and evaporation ponds, roads/infrastructure and ore storage facilities.

At a pre-application permitting meeting in

November 2023, the Company and its consultants met onsite with local officials.

All studies have been initiated.

of Operations

following table presents the Company’s financial results for the three and nine months ended September 30, 2023 and 2022.

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Cost of revenues

8 unchanged sentences

Other Comprehensive (loss)/income

Foreign exchange gain/(loss)

Foreign exchange (loss)/gain

Comprehensive (loss)/income

1 unchanged sentence

$ (3,225,516 )

Three Months Ended June 30, 2023 as Compared to the Three Months

Ended June 30, 2022

Our consolidated net loss for the three months

ended June 30, 2023 was $1,076,659 or $0.02 per share and consolidated net income for the three months ended June 30, 2022 was $2,279,550

or $0.05 per basic and diluted share.

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

Our comprehensive loss for the three months ended

June 30, 2023 was $1,024,783 and comprehensive income for the three months ended June 30, 2022 was $2,058,762.

Our revenue for the three months ended June 30,

2023 and 2022 was $102,789 and $7,346,646, respectively.

The decrease in revenue was primarily related to the revenue recognized for

a uranium concentrate delivery/sale where we delivered 125,000 lbs of uranium concentrate from our prepaid uranium concentrate inventory

during the three months ended June 30, 2022.

There was not a corresponding uranium concentrate delivery/sale during the three months

ended June 30, 2023.

Cost of Revenue

Cost of revenue was $0 for the three months ended

June 30, 2023 as compared to $4,044,083 for the three months ended June 30, 2022.

This decrease was a result of recording the cost of

the uranium concentrate that was sold and delivered during the second quarter of 2022.

Mining Expenditures

Mining expenditures for the three months ended

June 30, 2023 were $656,545 as compared to $122,588 for the three months ended June 30, 2022.

The increase in mining expenditures of

$533,957 was principally attributable to scaling up mining activities at the Company’s Sunday Mine Complex.

Cost increases were

attributable to the hiring of additional mining personnel, increases in the maintenance and depreciation of mining equipment and vehicles,

and increased utilization of mining services and supplies.

Professional Fees

Professional fees for the three months ended

June 30, 2023 were $171,834 as compared to $212,459 for the three months ended June 30, 2022.

The decrease in professional fees of $40,625,

or 19% was primarily due to a $46,845 decrease in legal fees.

General and Administrative

General and administrative expenses for the three

months ended June 30, 2023 were $405,754 as compared to $655,757 for the three months ended June 30, 2022.

The decrease in general and

administrative expense of $250,003, or 38% was primarily due to decreases of $169,003 in stock-based compensation expense, $31,574 in

investor relations expenditures and $25,806 in labor and related benefits.

Consulting Fees

Consulting fees for the three months ended June

30, 2023 were $0 as compared to $20,307 for three months ended June 30, 2022.

The decrease in consulting fees was principally due to

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

Accretion and Interest (Income) Expense, net

Accretion and interest (income) expense, net

for the three months ended June 30, 2023 was income of $52,185 as compared to expense of $15,902 for the three months ended June 30,

The change was principally attributable to investment interest earned on a higher level of invested cash balances during the three

months ended June 30, 2023 compared to the three months ended June 30, 2022.

Foreign Exchange Gain/(Loss)

Foreign exchange gain for the three months ended

June 30, 2023 was a gain of $51,876, as compared to a loss of $220,788 for the three months ended June 30, 2022.

The change in foreign

exchange is primarily due to the strengthening of the USD against the CAD.

Six Months Ended June 30, 2023 as Compared to the Six Months

Ended June 30, 2022

Our consolidated net loss for the six months

ended June 30, 2023 was $2,180,190 or $0.05 per share and consolidated net income was $1,105,947 or $0.03 and $0.02 per basic and diluted

share for the six months ended June 30, 2022, respectively.

Months Ended September 30, 2023 as Compared to the Three Months Ended September 30, 2022

consolidated net loss for the three months ended September 30, 2023 and 2022 was $1,060,042 or $0.02 per share and $527,525 or $0.01

per share, respectively.

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

Our comprehensive loss for the six months ended

June 30, 2023 was $2,122,000 and comprehensive income was $941,820 for the six months ended June 30, 2022.

Our revenue for the six months ended June 30,

2023 and 2022 was $268,764 and $7,502,872, respectively.

The decrease in revenue of $7,234,108 was primarily related to the revenue recognized

in the 2022 period for a uranium concentrate delivery/sale under our supply contract where we delivered 125,000 lbs of uranium concentrate

from our prepaid uranium concentrate inventory.

comprehensive loss for the three months ended September 30, 2023 and 2022 was $1,103,516 and $675,890.

revenue for the three months ended September 30, 2023 and 2022 was $89,144 and $108,547, respectively.

The decrease in revenue of $19,403,

or 18% was primarily related to significantly lower oil prices decreasing royalties from the oil and gas wells during the three months

ended September 30, 2023 as compared to the three months ended September 30, 2022.

expenditures for the three months ended September 30, 2023 was $730,854 as compared to $204,520 for the three months ended September

The increase in mining expenditures of $526,334, or 257% was principally attributable to scaling up mining activities at the

Company’s Sunday Mine Complex.

Increased costs were attributable to the hiring of additional mining personnel, increases in the

maintenance and depreciation of mining equipment and vehicles, and increased utilization of mining services and supplies.

fees for the three months ended September 30, 2023 were $44,382 as compared to $97,077 for the three months ended September 30, 2022.

The decrease in professional fees of $52,695, or 54% was primarily due to replacing outside professional service providers with dedicated

in-house resources.

and Administrative

and administrative expenses for the three months ended September 30, 2023 were $365,197 as compared to $351,928 for the three months

ended September 30, 2022.

The increase in general and administrative expense of $13,269, or 4% was primarily due to increased travel

costs and labor and related benefits.

fees for the three months ended September 30, 2023 were $48,251 as compared to $18,346 for three months ended September 30, 2022.

increase in consulting fees of 29,905, or 163% was principally due to consultants increasing permitting work on the Green River Utah

and Interest (Income) Expense, net

and interest (income) expense, net for the three months ended September 30, 2023 was income of $39,498 as compared to income of $35,799

for the three months ended September 30, 2022.

The increase of $3,699, or 10% was principally attributable to higher interest rates on

investment interest earned during the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

Exchange Gain/(Loss)

exchange gain (loss) for the three months ended September 30, 2023 was a loss of $43,474, as compared to a loss of $148,365 for the three

months ended September 30, 2022.

The decrease in the foreign exchange loss is primarily due to the strengthening of the USD against the

Months Ended September 30, 2023 as Compared to the Nine Months Ended September 30, 2022

consolidated net loss for the nine months ended September 30, 2023 was $3,240,232 or $0.07 per share and consolidated net income was

$578,422 or $0.01 per basic and diluted share for the nine months ended September 30, 2022, respectively.

The principal components of

these year over year changes are discussed below.

comprehensive loss for the nine months ended September 30, 2023 and 2022 was $3,225,516 and comprehensive income was $265,930 for the

nine months ended September 30, 2022.

revenue for the nine months ended September 30, 2023 and 2022 was $357,908 and $7,611,419, respectively.

The decrease in revenue was

primarily related to the revenue of $7,223,609 recognized in the 2022 period for a uranium concentrate delivery/sale under our supply

contract where we delivered 125,000 lbs of uranium concentrate from our prepaid uranium concentrate inventory.

There was not a corresponding

uranium concentrate delivery/sale during the current period.

Revenue from oil and gas wells decreased by $29,902, primarily due to lower

prices and production volumes from the oil and gas wells during the nine months ended September 30, 2023 as compared to the nine months

ended September 30, 2022.

of revenue was $0 for the nine months ended September 30, 2023 as compared to $4,044,083 for the nine months ended September 30, 2022.

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

There was not a corresponding uranium concentrate delivery/sale during the current period.

Cost of Revenue

Cost of revenue was $0 for the six months ended

June 30, 2023 as compared to $4,044,083 for the six months ended June 30, 2022.

This decrease was a result of recording the cost of the

uranium concentrate that was sold and delivered during the second quarter of 2022.

Mining Expenditures

Mining expenditures for the six months ended

June 30, 2023 were $1,261,649 as compared to $411,626 for the six months ended June 30, 2022.

The increase in mining expenditures of

$850,023 was principally attributable to scaling up mining activities at the Company’s Sunday Mine Complex.

Cost increases were

attributable to the hiring of additional mining personnel, increases in the maintenance and depreciation of mining equipment and vehicles,

and increased utilization of mining services and supplies.

Professional Fees

Professional fees for the six months ended June

30, 2023 were $258,930 as compared to $348,519 for the six months ended June 30, 2022.

The decrease in professional fees of $89,589,

or 26% was primarily due to a decrease of $90,662 in legal fees.

General and Administrative

General and administrative expenses for the six

months ended June 30, 2023 were $1,019,119 as compared to $1,518,819 for the six months ended June 30, 2022.

The decrease in general and

administrative expense of $499,700, or 33% is primarily due to a $459,736 decrease in stock-based compensation expense and a $27,090 decrease

in investor relations expenditures.

Consulting Fees

Consulting fees for the six months ended June

30, 2023 were $737 as compared to $59,819 for the six months ended June 30, 2022.

The decrease in consulting fees of $59,082 was principally

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

Accretion and Interest (Income) Expense, net

Accretion and interest (income) expense, net

for the six months ended June 30, 2023 was income of $87,481 as compared to expense of $18,059 for the six months ended June 30, 2022.

The change was principally attributable to investment interest earned on higher level of invested cash balances during the six months

ended June 30, 2023 compared to the six months ended June 30, 2022.

Foreign Exchange Gain/(Loss)

Foreign exchange gain for the six months ended

June 30, 2023 was a gain of $58,190, as compared to a loss of $164,127 for the six months ended June 30, 2022.

The change in foreign

exchange is primarily due to the strengthening of the USD against the CAD.

Liquidity and Capital Resources

The Company’s cash and restricted cash

balance as of June 30, 2023 was $7,347,608.

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 current financial position and is subject

to change if opportunities become available based on current exploration program results and/or external opportunities.

Net cash (used in) provided by operating activities

Net cash used in operating activities was $1,425,369

for the six months ended June 30, 2023, as compared with $5,820,748 provided by operating activities for the six months ended June 30,

The $7,246,117 reduction in cash generated by operating activities was principally due to the net income from the sale of $7,233,609

related to the delivery of the uranium during the six months ended June 30, 2022.

There was not a corresponding uranium concentrate delivery/sale

during the current period.

Net cash used in investing activities

Net cash used in investing activities was $1,718,751

for the six months ended June 30, 2023, as compared with $635,876 for the six months ended June 30, 2022.

The increase in cash used in

investing activities of $1,082,875 was due principally to the purchase of additional mining equipment and vehicles, to increase mining

capacity, and mineral processing facility property acquisitions.

Net cash provided by financing activities

Net cash provided by financing activities for

the six months ended June 30, 2023 and 2022 was $0 and $5,343,155, respectively.

There were no financing activities during the six months

ended June 30, 2023 as compared to the six months ended June 30, 2022, when we completed a private placement representing aggregate net

proceeds of $3,011,878 and received $2,331,277 from the exercise of warrants.

There were no corresponding capital markets activities

during the current period.

Reclamation Liability

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 June 30, 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 June 30, 2023 and December 31, 2022 were $305,820 and

expenditures for the nine months ended September 30, 2023 were $1,992,503 as compared to $616,146 for the nine months ended September

The increase in mining expenditures of $1,376,357, or 223% was principally attributable to scaling up mining activities at

the Company’s Sunday Mine Complex.

The increase was principally attributable to the hiring of additional mining personnel, increases

in the maintenance and depreciation of mining equipment and vehicles, and increased utilization of mining services and supplies.

fees for the nine months ended September 30, 2023 were $303,312 as compared to $445,596 for the nine months ended September 30, 2022.

The decrease in professional fees of $142,284, or 32% was primarily due to replacing outside professional service providers with in-house

staff and a decrease of $84,644 in legal fees.

and Administrative

and administrative expenses for the nine months ended September 30, 2023 were $1,384,316 as compared to $1,870,747 for the nine months

ended September 30, 2022.

The decrease in general and administrative expense of $486,431, or 26% is primarily due to a $459,736 decrease

in stock-based compensation expense and a $26,174 decrease in investor relations costs.

fees for the nine months ended September 30, 2023 were $48,988 as compared to $78,165 for the nine months ended September 30, 2022.

decrease in consulting fees of $29,177, or 37% 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

and interest (income) expense, net for the nine months ended September 30, 2023 and 2022 was income of $126,979 and $17,740, respectively.

The increase was principally attributable to higher interest rates earned on higher levels of invested cash balances during the nine

months ended September 30, 2023 compared to the nine months ended September 30, 2022.

Exchange Gain/(Loss)

exchange gain (loss) for the nine months ended September 30, 2023 was a gain of $14,716, as compared to a loss of $312,492 for the nine

months ended September 30, 2022.

The change in foreign exchange is primarily due to the strengthening of the USD against the CAD.

and Capital Resources

Company’s cash and restricted cash balance as of September 30, 2023 was $6,562,413.

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

current financial position and is subject to change if opportunities become available based on current mining activity results and/or

external opportunities.

cash (used in) provided by operating activities

cash used in operating activities was $2,563,287 for the nine months ended September 30, 2023, as compared with $5,174,546 provided by

operating activities for the nine months ended September 30, 2022.

The $7,737,833 reduction in cash generated by operating activities

was principally due to the net income from the sale of $7,223,609 related to the delivery of the uranium during the nine months ended

September 30, 2022.

There was not a corresponding uranium concentrate delivery/sale during the current period.

cash used in investing activities

cash used in investing activities was $1,874,183 for the nine months ended September 30, 2023, as compared with $895,400 for the nine

months ended September 30, 2022.

The increase in cash used in investing activities of $978,783 was due principally to the purchase of

additional mining equipment and vehicles, to increase mining capacity, and mineral processing facility property acquisitions.

cash provided by financing activities

cash provided by financing activities for the nine months ended September 30, 2023 and 2022 was $551,629 and $5,632,273, respectively.

The decrease in cash provided by financing activities was due principally to a private placement representing aggregate net proceeds

of $3,011,878 during nine months ended September 30, 2022 and a decrease of $2,068,766 in proceeds received 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 $751,444 and $751,405 as of September 30, 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 September 30, 2023 and December 31, 2022 were $313,632 and $300,276, respectively.

The gross reclamation liabilities as of September

30, 2023 and December 31, 2022 are secured by financial warranties in the amount of $751,444 and $751,405, respectively.

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.

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 2022.

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

the oil and gas lease and easement arrangements, during the three months ended September 30, 2023 and 2022, the Company recognized aggregate

revenue of $89,144 and $108,547, and for the nine months ended September 30, 2023 and 2022, the Company recognized aggregate revenue

of $357,908 and $387,810, 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 $321,399 as of September

30, 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 $321,299 and $340,252 as of September

30, 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 $13,550 in connection with these arrangement for the three months

ended September 30, 2023 and 2022, respectively.

The Company incurred rent expense of $53,775 and $38,873 in connection with these arrangement

for the nine months ended September 30, 2023 and 2022, respectively.

the nine months ended September 30, 2023, the Company purchased equipment from Silver Hawk Ltd.

Company is obligated to pay Mr.

Glasier for reimbursable expenses in the amount of $56,808 and $87,221 as of September 30, 2023 and December

31 2022, respectively.

The gross reclamation liabilities as of June 30, 2023 and December 31, 2022 are secured by financial warranties

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

During 2021, the operator completed a first set of eight (8) wells which commenced oil and gas production by August 2021.

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.

Under the oil and gas lease and easement arrangements,

during the three months ended June 30, 2023 and 2022, the Company recognized aggregate revenue of $102,789 and $123,037, and for the

six months ended June 30, 2023 and 2022, the Company recognized aggregate revenue of $268,764 and $279,263, respectively, under these

oil and gas lease arrangements.

Related Party Transactions

The Company has transacted with related parties

pursuant to service arrangements in the ordinary course of business, as follows:

Prior to the acquisition of Black Range, Mr.

George Glasier, the Company’s CEO, who is also a director 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 $333,211 as of June 30, 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 $333,211 and $340,252 as of June 30, 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 $13,125 in connection with these arrangement for the three months ended June 30, 2023 and 2022, respectively.

incurred rent expense of $35,850 and $25,323 in connection with these arrangement for the six months ended June 30, 2023 and 2022, respectively.

In May 2023, the Company purchased mining equipment

from Silver Hawk Ltd.

The Company is obligated to pay Mr.

reimbursable expenses in the amount of $50,010 and $87,221 as of June 30, 2023 and December 31 2022, respectively.

Going Concern

With the exception of the quarter ended June

30, 2022, we incurred losses from our operations and as of June 30, 2023, the Company had an accumulated deficit of $16,055,453 and working

capital of $6,174,933.

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

and six months ended June 30, 2023, the Company received oil and gas royalty and lease revenues of $102,789 and $268,764, respectively.

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.

The Company’s ability to continue its 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 financings, to secure 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.

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 and required debt service.

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 the accompanying financial statements.

The accompanying condensed interim consolidated financial statements do not include any adjustments that might result from the outcome

of these uncertainties.

Off Balance Sheet Arrangements

As of June 30, 2023, there were no off-balance

sheet transactions.

The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk

or commodity risk.

Critical Accounting Estimates and Policies

The preparation of these condensed interim 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 interim consolidated financial statements and reported amounts of expenses during the reporting

Significant assumptions about the future and

other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material

adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, include,

but are not limited to, the following:

fair value of transactions involving common shares, assessment of the useful life and evaluation

for impairment of intangible assets, valuation and impairment assessments on mineral properties, deferred contingent consideration, the

reclamation liability, valuation of stock-based compensation, valuation of available-for-sale securities and valuation of long-term debt,

HST and asset retirement obligations.

Other areas requiring estimates include allocations of expenditures, depletion and amortization

of mineral rights and properties.

Quantitative and

Qualitative Disclosures About Market Risk

Not applicable.

the exception of the quarter ended June 30, 2022, we incurred losses from our operations and as of September 30, 2023, the Company had

an accumulated deficit of $17,115,495 and working capital of $5,529,498.

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 and nine months ended September 30, 2023, the Company received oil and gas royalty and

lease revenues of $89,144 and $357,908, respectively.

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

additional financing.

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

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

from its operations will be sufficient to meet its current operating costs and required debt service.

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 the accompanying financial statements.

The accompanying condensed interim consolidated financial statements do not include

any adjustments that might result from the outcome of these uncertainties.

Balance Sheet Arrangements

of September 30, 2023, there were no off-balance sheet transactions.

The Company has not entered into any specialized financial agreements

to minimize its investment risk, currency risk or commodity risk.

Accounting Estimates and Policies

preparation of these condensed interim 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 interim 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,

that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ

from assumptions made, include, but are not limited to, the following:

fair value of transactions involving common shares, assessment

of the useful life and evaluation for impairment of intangible assets, valuation and impairment assessments on mineral properties, deferred

contingent consideration, the reclamation liability, valuation of stock-based compensation, valuation of available-for-sale securities

and valuation of long-term debt, HST and asset retirement obligations.

Other areas requiring estimates include allocations of expenditures,

depletion and amortization of mineral rights and properties.

Quantitative and Qualitative Disclosures About Market Risk

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