Western Uranium & Vanadium Corp. 10-Q

Item 1. Financial Statements WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Stated in USD) (Unaudited) As of September 30, 2023 December 31, 2022 Assets Current assets: Cash $ 5,810,969 $ 9,682,133 Restricted cash, current portion 75,075 75,057 Prepaid expenses 180,752 254,105 Marketable securities 423 612 Other current assets 115,284 227,588 Total current assets 6,182,503 10,239,495 Restricted cash, net of current portion 676,369 676,348 Mineral properties and equipment, net 14,509,864 12,798,904 Kinetic separation intellectual property 9,488,051 9,488,051 Total assets $ 30,856,787 $ 33,202,798 Liabilities and Shareholders’ Equity Liabilities Current liabilities: Accounts payable and accrued liabilities $ 577,948 $ 551,615 Reclamation liability, current portion 75,057 75,057 Deferred revenue, current portion - 43,860 Total current liabilities 653,005 670,532 Reclamation liability, net of current portion 238,575 225,219 Deferred tax liability 2,708,887 2,708,887 Deferred contingent consideration 321,399 340,252 Total liabilities 3,921,866 3,944,890 Commitments and Contingencies (Note 6) Shareholders’ Equity Common shares, no par value, unlimited authorized shares, 44,258,871 and 43,602,871 shares issued as of September 30, 2023 and December 31, 2022, respectively, and 44,258,565 and 43,602,565 shares outstanding as of September 30, 2023 and December 31, 2022, respectively 44,296,832 43,394,303 Treasury shares, 306 shares held in treasury as of September 30, 2023 and December 31, 2022 - - Accumulated deficit ( 17,115,495 ) ( 13,875,263 ) Accumulated other comprehensive loss ( 246,416 ) ( 261,132 ) Total shareholders’ equity 26,934,921 29,257,908 Total liabilities and shareholders’ equity $ 30,856,787 $ 33,202,798 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 1 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (Stated in USD) (Unaudited) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Revenues $ 89,144 $ 108,547 $ 357,908 $ 7,611,419 Cost of revenues - - - 4,044,083 Gross profit 89,144 108,547 357,908 3,567,336 Expenses Mining expenditures 730,854 204,520 1,992,503 616,146 Professional fees 44,382 97,077 303,312 445,596 General and administrative 365,197 351,928 1,384,316 1,870,747 Consulting fees 48,251 18,346 48,988 78,165 Total operating expenses 1,188,684 671,871 3,729,119 3,010,654 Operating (loss)/profit ( 1,099,540 ) ( 563,324 ) ( 3,371,211 ) 556,682 Accretion and interest (income) expense, net ( 39,498 ) ( 35,799 ) ( 126,979 ) ( 17,740 ) Other income - - ( 4,000 ) ( 4,000 ) Net (loss)/income ( 1,060,042 ) ( 527,525 ) ( 3,240,232 ) 578,422 Other comprehensive (loss)/income Foreign exchange (loss)/gain ( 43,474 ) ( 148,365 ) 14,716 ( 312,492 ) Comprehensive (loss)/income $ ( 1,103,516 ) $ ( 675,890 ) $ ( 3,225,516 ) $ 265,930 Net (loss)/income per share - basic $ ( 0.02 ) $ ( 0.01 ) $ ( 0.07 ) $ 0.01 Net (loss)/income per share - diluted $ ( 0.02 ) $ ( 0.01 ) $ ( 0.07 ) $ 0.01 Weighted average shares outstanding - basic 43,609,774 43,514,832 43,604,977 42,536,893 Weighted average shares outstanding - diluted 43,609,774 43,514,832 43,604,977 43,547,377 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 2 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Stated in USD) (Unaudited) Common Shares Treasury Shares Accumulated Accumulated Other Comprehensive (Loss) Shares Amount Shares Amount Deficit Income Total Balance as of January 1, 2023 43,602,565 $ 43,394,303 306 $ - $ ( 13,875,263 ) $ ( 261,132 ) $ 29,257,908 Foreign exchange gain - - - - - 6,314 6,314 Stock based compensation - stock options - 252,742 - - - - 252,742 Net loss - - - - ( 1,103,531 ) - ( 1,103,531 ) Balance as of March 31, 2023 43,602,565 $ 43,647,045 306 $ - $ ( 14,978,794 ) $ ( 254,818 ) $ 28,413,433 Foreign exchange gain - - - - - 51,876 51,876 Stock based compensation - stock options - 98,158 - - - - 98,158 Net loss - - - - ( 1,076,659 ) - ( 1,076,659 ) Balance as of June 30, 2023 43,602,565 $ 43,745,203 306 $ - $ ( 16,055,453 ) $ ( 202,942 ) $ 27,486,808 Foreign exchange loss - - - - - ( 43,474 ) ( 43,474 ) Proceeds from exercise of warrants 656,000 551,629 - - - - 551,629 Net loss - - - - ( 1,060,042 ) - ( 1,060,042 ) Balance as of September 30, 2023 44,258,565 $ 44,296,832 306 $ - $ ( 17,115,495 ) $ ( 246,416 ) $ 26,934,921 Balance as of January 1, 2022 39,073,122 $ 36,195,510 306 $ - $ ( 13,161,496 ) $ 63,478 $ 23,097,492 Private placement - January 20, 2022, net of offering costs 2,495,575 3,011,878 - - - - 3,011,878 Proceeds from exercise of warrants 268,204 341,850 - - - - 341,850 Stock based compensation - stock options - 502,145 - - - - 502,145 Foreign exchange gain - - - - - 56,661 56,661 Net loss - - - - ( 1,173,603 ) - ( 1,173,603 ) Balance as of March 31, 2022 41,836,901 $ 40,051,383 306 $ - $ ( 14,335,099 ) $ 120,139 $ 25,836,423 Proceeds from exercise of warrants 1,477,743 1,989,427 - - - - 1,989,427 Stock based compensation - stock options - 251,074 - - - - 251,074 Foreign exchange loss - - - - - ( 220,788 ) ( 220,788 ) Net income - - - - 2,279,550 - 2,279,550 Balance as of June 30, 2022 43,314,644 $ 42,291,884 306 $ - $ ( 12,055,549 ) $ ( 100,649 ) $ 30,135,686 Proceeds from exercise of warrants 274,404 289,118 - - - - 289,118 Foreign exchange loss - - - - - ( 148,365 ) ( 148,365 ) Net income - - - - ( 527,525 ) - ( 527,525 ) Balance as of September 30, 2022 43,589,048 $ 42,581,002 306 $ - $ ( 12,583,074 ) $ ( 249,014 ) $ 29,748,914 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 3 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in USD) (Unaudited) For the Nine Months Ended September 30, 2023 2022 Cash Flows (Used In) Provided By Operating Activities: Net (loss)/income $ ( 3,240,232 ) $ 578,422 Reconciliation of net (loss)/income to cash (used in) provided by operating activities: Depreciation 163,223 19,468 Accretion of reclamation liability 9,321 25,890 Stock based compensation 350,900 753,219 Change in marketable securities 189 1,192 Change in operating assets and liabilities: Prepaid uranium concentrate inventory - 4,085,723 Prepaid expenses and other current assets 185,657 73,132 Accounts payable and accrued liabilities 26,333 ( 126,664 ) Subscription payable - ( 146,177 ) Reclamation liability 4,035 - Deferred revenue ( 43,860 ) ( 48,465 ) Contingent consideration ( 18,853 ) ( 41,194 ) Net cash (used in) provided by operating activities ( 2,563,287 ) 5,174,546 Cash Flows Used In Investing Activities Purchase of mineral properties and equipment ( 1,874,183 ) ( 895,400 ) Net cash used in investing activities ( 1,874,183 ) ( 895,400 ) Cash Flows Provided By Financing Activities Proceeds from Private Placement - January 20, 2022 - 3,011,878 Proceeds from warrant exercises 551,629 2,620,395 Net cash provided by financing activities 551,629 5,632,273 Effect of foreign exchange rate on cash 14,716 ( 312,492 ) Net (decrease) increase in cash and restricted cash ( 3,871,125 ) 9,598,927 Cash and restricted cash - beginning 10,433,538 1,621,267 Cash and restricted cash - ending $ 6,562,413 $ 11,220,194 Cash $ 5,810,969 $ 10,468,789 Restricted cash, current portion 75,075 75,057 Restricted cash, noncurrent 676,369 676,348 Total $ 6,562,413 $ 11,220,194 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ - $ - Income taxes $ - $ - The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. 4 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 1 – BUSINESS Nature of operations Western Uranium & Vanadium Corp. (“Western” or the “Company”) was incorporated in December 2006 under the Ontario Business Corporations Act. On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (“CSE”). As part of that process, the Company acquired 100 % of the members’ interests of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability company. The transaction constituted a reverse takeover (“RTO”) of Western by PRM. Subsequent to obtaining appropriate shareholder approvals, the Company reconstituted its Board of Directors and senior management team. Western is a Canadian domestic issuer and Canadian reporting issuer. The Company’s registered office is located at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8, and its common shares are listed on the CSE under the symbol “WUC.” On April 22, 2016, the Company’s common shares began trading on the OTC Pink Open Market, and on May 23, 2016, the Company’s common shares were approved for trading on the OTCQX Best Market under the symbol “WSTRF”. The Company’s principal business activity is the acquisition and development of uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America (“United States”). On September 16, 2015, Western completed its acquisition of Black Range Minerals Limited (“Black Range”). Under United States Securities and Exchange Commission (“Commission”) rules, this 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 converting its basis of accounting from International Financial Reporting Standards (“IFRS”) to generally accepted accounting principles in the United States (“U.S. GAAP”). On June 28, 2016, the Company’s registration statement became effective and Western became a United States reporting issuer. On June 30, 2023, Western re-qualified as a foreign private issuer as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934 (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 on Form 8-K. Note 2 – Liquidity and going concern With the exception of the quarter ended June 30, 2022, the Company has incurred losses from its operations. During the three and nine months ended September 30, 2023, the Company generated a comprehensive loss of $ 1,103,516 and $ 3,225,516 , respectively. The Company expects to generate operating losses for the foreseeable future as it incurs expenses to bring its mineral processing facility online and further expand mining operations. As of September 30, 2023, the Company had an accumulated deficit of $ 17,115,495 and working capital of $ 5,529,498 . Since inception, the Company has met its liquidity requirements principally through the issuance of notes and the sale of its common shares. The Company’s ability to continue its planned operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management’s plans include seeking to procure additional funds through debt and equity financing, to secure regulatory approval to fully utilize its kinetic separation (“Kinetic Separation”) technology, and to initiate the processing of ore to generate operating cash flows. There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned product development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern to sustain operations for at least one year from the issuance of these condensed interim consolidated financial statements. The accompanying condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. 5 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying condensed interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10 of Regulation S–X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. However, in the opinion of management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these condensed interim consolidated financial statements. These condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2022, as filed with the SEC on April 17, 2023. The Company has voluntarily elected to file this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 notwithstanding its foreign private issuer status. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2023. The accompanying condensed interim consolidated financial statements include the accounts of Western and its wholly-owned subsidiaries, Western Uranium Corp. (Utah), PRM, Black Range, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black Range Minerals Colorado LLC, Black Range Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals Utah LLC, Black Range Minerals Ablation Holdings Inc., Black Range Development Utah LLC and Maverick Strategic Minerals Corp. All inter-company transactions and balances have been eliminated upon consolidation. The Company has established the existence of mineralized materials for certain uranium projects. The Company has not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”), through the completion of a “final” or “bankable” feasibility study for any of its uranium projects. Exploration Stage and Mineral Properties In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities, such as drill programs to search for additional mineralized materials, are expensed as incurred. Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities, disposal wells, and mine development, are expensed as incurred until such time proven or probable reserves are established for that uranium project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Expenditures relating to mining and ore production while the Company is in the exploration stage and while the ore is stockpiled underground are expensed as incurred. Production stage issuers, as defined in subpart 1300 of Regulation S-K, having engaged in material extraction of established mineral reserves on at least one material property, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of goods sold. The Company is an exploration stage issuer, which has resulted in the Company reporting larger losses than if it had been in the production stage due to the expensing, instead of capitalizing, of expenditures relating to ongoing mine development and extraction activities. Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with higher gross profits and lower losses than if the Company had been in the production stage. Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method. As a result, the Company’s condensed interim consolidated financial statements may not be directly comparable to the financial statements of companies in the production stage. Western will not be eligible to become a production stage issuer, and will remain an exploration stage issuer, until such time as mineral reserves are established on at least one material property. 6 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) Note 3 – SUMMARY OF Significant Accounting Policies, CONTINUED Use of Estimates The preparation of these condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. By their nature, these estimates are subject to measurement uncertainty, and the effects on the condensed interim consolidated financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the determination of the fair value of transactions involving common shares, assessment of the useful life and evaluation for impairment of Kinetic Separation intellectual property, valuation and impairment assessments of mineral properties and equipment, valuation of deferred contingent consideration, valuation of the reclamation liability, valuation of stock-based compensation, and valuation of available-for-sale securities. Other areas requiring estimates include allocations of expenditures, depletion, and amortization of mineral rights and properties. Actual results could differ from those estimates. Foreign Currency Translation The reporting currency of the Company, including its subsidiaries, is the United States dollar. The financial statements of subsidiaries located outside of the U.S. are measured in their functional currency, which is the local currency. The functional currency of the parent (Western Uranium & Vanadium Corp. (Ontario)) is the Canadian dollar. The functional currencies of the subsidiaries is the United States dollar. Monetary assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date. Transactions denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction. Income and expense items are translated using average monthly exchange rates. Non-monetary assets are translated at their historical exchange rates. Translation adjustments are included in “Accumulated other comprehensive loss” in the condensed interim consolidated balance sheets. Revenue Recognition The Company, from time to time, purchases prepaid uranium concentrate contracts for future delivery of uranium concentrate pursuant to supply agreements. The Company recognizes revenue upon the delivery of the uranium contract to the counterparty and charges to cost of revenues the purchase cost of the uranium concentrate contract upon such delivery. The Company leases certain of its mineral properties for the exploration and production of oil and gas reserves. The Company accounts for lease revenue in accordance with the FASB ASC 842, Leases . Lease payments received in advance are deferred and recognized on a straight-line basis over the related lease term associated with the prepayment. Royalty payments are recognized as revenues based upon production. Fair Values of Financial Instruments The carrying amounts of cash, restricted cash, accounts payable, contingent consideration and accrued liabilities approximate their fair value due to the short-term nature of these instruments. Marketable securities are adjusted to fair value at each balance sheet date based on quoted prices which are considered level 1 inputs. The Company’s operating and financing activities are conducted primarily in Canadian dollars, and as a result, the Company is subject to exposure to market risks from changes in foreign currency rates. The Company is exposed to credit risk through its cash and restricted cash but mitigates this risk by keeping these deposits at major financial institutions. The FASB ASC 820, Fair Value Measurements and Disclosures , provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). 7 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) Note 3 – SUMMARY OF Significant Accounting Policies, continued Fair Values of Financial Instruments (continued) Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. Level 3- Significant unobservable inputs that cannot be corroborated by market data and inputs that are derived principally from or corroborated by observable market data or correlation by other means. The fair value of the Company’s financial instruments are as follows: Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) Significant Unobservable Inputs (Level 3) Marketable securities as of September 30, 2023 $ 423 $ - $ - Marketable securities as of December 31, 2022 $ 612 $ - $ - 8 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) Note 3 – SUMMARY OF Significant Accounting Policies, continued Stock-Based Compensation The Company follows the FASB ASC 718, Compensation - Stock Compensation , which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted for using the fair value method. Awards of shares for property or services are recorded at the fair value of the stock or the fair value of the service, whichever is more readily measurable. The Company uses the Black-Scholes option-pricing model to determine the grant date fair value of stock-based awards under ASC 718. The fair value is charged to earnings depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company. The Company records the grant date fair value in line with the period over which it was earned. For employees and consultants, this is typically considered to be the vesting period of the award. Net (loss) income per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ ( 1,060,042 ) $ ( 527,525 ) $ ( 3,240,232 ) $ 578,422 Denominator: Weighted average shares outstanding, basic 43,609,774 43,514,832 43,604,977 42,536,893 Dilutive effect of options and warrants - - - 1,010,484 Weighted average shares outstanding, diluted 43,609,774 43,514,832 43,604,977 43,547,377 Net (loss) income per share, basic $ ( 0.02 ) $ ( 0.01 ) $ ( 0.07 ) $ 0.01 Net (loss) income per share, diluted $ ( 0.02 ) $ ( 0.01 ) $ ( 0.07 ) $ 0.01 Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net (loss) income per share because the effect of their inclusion would have been anti-dilutive. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Warrants to purchase common shares 8,706,076 9,362,076 8,706,076 2,970,826 Options to purchase common shares 3,770,334 3,108,000 3,770,334 983,000 Total potentially dilutive securities 12,476,410 12,470,076 12,476,410 3,953,826 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the accompanying condensed interim consolidated financial statements. 9 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 4 – MINERAL ASSETS, equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY The Company’s mining properties acquired on August 18, 2014 that the Company retains as of September 30, 2023 include: The San Rafael Uranium Project located in Emery County, Utah; The Sunday Mine Complex located in western San Miguel County, Colorado; The Van 4 Mine located in western Montrose County, Colorado; The Sage Mine located in San Juan County, Utah, and San Miguel County, Colorado. These mining properties include leased land in the states of Colorado and Utah. None of these mining properties were operational at the date of acquisition. The Company’s mining properties acquired on September 16, 2015 that the Company retains as of September 30, 2023 include Hansen, North Hansen and Hansen Picnic Tree located in Fremont and Teller Counties, Colorado. The Company also acquired the Keota project located in Weld County, Colorado and the Ferris Haggerty project located in Carbon County Wyoming. These mining assets include both owned and leased land in the states of Utah, Colorado, and Wyoming. All of the mining assets represent properties which have previously been mined, to different degrees, for uranium. As the Company has not formally established proven or probable reserves on any of its properties, there is inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated. The Company’s mineral properties and equipment, net and kinetic separation intellectual property are: As of September 30, 2023 As of December 31, 2022 Mineral properties and equipment, net $ 14,509,864 $ 12,798,904 Kinetic separation intellectual property $ 9,488,051 $ 9,488,051 Mineral Properties and Equipment During the nine months ended September 30, 2023 and 2022, Western made purchases of $ 1,874,183 and $ 895,400 , which principally consisted of mining equipment and vehicles, to increase mining capacity and mineral processing facility property acquisitions. During the three months ended September 30, 2023, depreciation expense was $ 65,886 , which was included in mining expenditures on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. During the three months ended September 30, 2022, depreciation expense was $ 13,560 , which was included in general and administrative expenses on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. During the nine months ended September 30, 2023, depreciation expense was $ 163,223 , which was included in mining expenditures on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. During the nine months ended September 30, 2022, depreciation expense was $ 19,468 , which was included in general and administrative expenses on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. 10 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 4 – MINERAL ASSETS, equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED Oil and Gas Lease and Easement The Company entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by the Company of approximately 160 surface acres of the Company’s property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty from the lessee’s revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest. The Company has also received cash payments from the lessee related to the easement that the Company is recognizing incrementally over the eight year term of the easement. On June 23, 2020, the same entity, as discussed above, elected to extend the oil and gas lease easement for three additional years, commencing on the date the lease would have previously expired. During 2021, the operator completed a first set of eight (8) wells which commenced oil and gas production by August 2021. During 2022, the operator completed a second set of eight (8) wells which commenced oil and gas production by August 2022. Monthly royalty payments are ongoing on the sixteen (16) wells. During the three months ended September 30, 2023 and 2022, the Company recognized aggregate revenue of $ 89,144 and $ 108,547 , respectively, 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. Reclamation Liabilities The Company’s mines are subject to certain asset retirement obligations, which the Company has recorded as reclamation liabilities. The reclamation liabilities of the United States mines are subject to legal and regulatory requirements, and estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The reclamation liability represents the Company’s best estimate of the present value of future reclamation costs in connection with the mineral properties. The Company determined the gross reclamation liabilities of the mineral properties to be $ 751,444 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. Reclamation liability activity for the nine months ended September 30, 2023 and 2022 consists of: For the Nine Months Ended September 30, 2023 2022 Beginning balance at January 1 $ 300,276 $ 271,620 Adjustment to reclamation liability 4,035 - Accretion 9,321 25,890 Ending Balance at September 30 $ 313,632 $ 297,510 11 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 4 – MINERAL ASSETS, equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED 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. 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. 12 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 4 – MINERAL ASSETS, equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED Kinetic Separation Intellectual Property The Kinetic Separation intellectual property was acquired in Western’s acquisition of Black Range on September 16, 2015. Previously Black Range acquired its Kinetic Separation assets in the dissolution of a joint venture on March 17, 2015, through the acquisition of all the assets of the joint venture and received a 25-year license to utilize all of the patented and unpatented technology owned by the joint venture. The technology license agreement for patents and unpatented technology became effective as of March 17, 2015, for a period of 25 years, until March 16, 2040. There are no remaining license fee obligations, and there are no future royalties due under the agreement. The Company has the right to sub-license the technology to third parties. The Company may not sell or assign the Kinetic Separation license; however, the license could be transferred in the case of a sale of the Company. The Company has developed improvements to Kinetic Separation during the term of the license agreement and retains ownership of, and may obtain patent protection on, any such improvements developed by the Company. The Kinetic Separation patent was filed on September 13, 2012 and granted on February 14, 2014 by the United States Patent Office. The patent is effective for a period of 20 years until September 13, 2032. This patent is supported by two provisional patent applications. The provisional patent applications expired after one year but were incorporated in the U.S. Patent by reference and claimed benefit prior to their expirations. The status of the patent and two provisional patent applications has not changed subsequent to the 2014 patent grant. The Company has the continued right to use any patented portion of the Kinetic Separation technology that enters the public domain subsequent to the patent expiration. The Company anticipates Kinetic Separation will improve the efficiency of the mining and processing of the sandstone-hosted ore from Western’s conventional mines through the separation of waste from mineral bearing-ore, potentially reducing transportation, mill processing, and mill tailings costs. Kinetic Separation is not currently in use or being applied at any Company mines. The Company views Kinetic Separation as a cost saving technology, which it will seek to incorporate into ore production subsequent to commencing scaled production levels. There are also alternative applications, which the Company has explored. NOTE 5 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of: As of September 30, 2023 December 31, 2022 Trade accounts payable $ 405,930 $ 403,705 Accrued liabilities 172,018 147,910 Total accounts payable and accrued liabilities $ 577,948 $ 551,615 13 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 6 – COMMITMENTS AND CONTINGENCIES Supply Contract In December 2015, the Company signed a uranium concentrates supply agreement with a major United States utility company for delivery commencing in 2018 and continuing for a five-year period through 2022. On March 8, 2021, the Company entered into an agreement with a third party to complete the Year 4 (2021) uranium concentrate delivery. The Company paid $ 78,000 in April 2021 to the assignee for which the assignee made the delivery in May 2021. In April 2022, in satisfaction of the Year 5 delivery under its supply contract, the Company delivered 125,000 lbs of uranium concentrate from its prepaid uranium concentrate inventory. Accordingly, during the nine months ended September 30, 2022, the Company recorded revenue of $ 7,223,609 (at a price of approximately $ 57 per pound) and cost of revenue of $ 4,044,083 , related to the delivery of the uranium. In May 2022, the Company received the cash proceeds from this sale. Strategic Acquisition of Physical Uranium In May 2021, the Company executed a binding agreement to purchase 125,000 pounds of natural uranium concentrate at approximately $ 32 per pound. In December 2021, the Company paid $ 4,044,083 , in connection with its full prepayment of the purchase price for 125,000 pounds of natural uranium concentrate. This uranium concentrate was subsequently delivered under the terms of the aforementioned uranium concentrates supply agreement in April 2022. NOTE 7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS Authorized Capital The holders of the Company’s common shares are entitled to one vote per share. Holders of common shares are entitled to ratably receive such dividends, if any, as may be declared by the board of directors, out of legally available funds. Upon the liquidation, dissolution, or winding down of the Company, holders of common shares are entitled to share ratably in all assets of the Company that are legally available for distribution. As of September 30, 2023 and December 31, 2022, an unlimited number of common shares were authorized for issuance. Warrant Exercises During the three and nine months ended September 30, 2023, an aggregate of 656,000 warrants were exercised for total gross proceeds of $ 551,629 . During the three and nine months ended September 30, 2022, an aggregate of 274,404 and 2,020,351 warrants were exercised for total gross proceeds of $ 289,118 and $ 2,620,395 , respectively. Incentive Stock Option Plan The Company maintains an Incentive Stock Option Plan (the “Plan”) that permits the granting of stock options as incentive compensation. Shareholders of the Company approved the Plan on June 30, 2008 and amendments to the Plan on June 20, 2013. The board of directors approved additional changes to the Plan on September 12, 2015. On October 1, 2021, the Company further amended the Plan. On May 24, 2023, the Board of Directors approved and on June 29, 2023 the shareholders approved an amendment to the Plan. The purpose of the Plan is to attract, retain, and motivate directors, management, staff, and consultants by providing them with the opportunity, through stock options, to acquire a proprietary interest in the Company and benefit from its growth. The Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed 10 % of the issued and outstanding common shares at the time stock options are granted. As of September 30, 2023, a total of 44,258,565 common shares were outstanding, and at that date the maximum number of stock options eligible for issue under the Plan was 4,425,856 . 14 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED Shareholder Rights Plan On May 24, 2023, the Company adopted and on June 29, 2023, the shareholders approved a shareholder rights plan, which is designed to ensure the fair treatment of shareholders in connection with any take-over bid for the Company and to provide the Board of Directors and shareholders with sufficient time to fully consider any unsolicited takeover bid (the “Shareholder Rights Plan”). The Shareholder Rights Plan also provides the Board of Directors with time to pursue, if appropriate, other alternatives to maximize shareholder value in the event of a takeover bid. Pursuant to the terms of the Shareholder Rights Plan subject to a triggering event as defined in the Shareholder Rights Plan and as determined by the Board of Directors, rights (the “Rights”) will be issued to holders of Common Shares at a rate of one Right for each Share outstanding. Stock Options Number of Shares Weighted Average Exercise Price Weighted Average Contractual Life (Years) Weighted Average Grant Date Fair Value Intrinsic Value Outstanding – January 1, 2023 4,306,334 $ 1.24 3.35 $ 0.61 $ 60,965 Granted - - - - Expired ( 536,000 ) 1.42 - 0.40 Exercised - - - - - Outstanding –September 30, 2023 3,770,334 $ 1.21 3.01 $ 0.66 $ 175,122 Exercisable –September 30, 2023 3,770,334 $ 1.21 3.01 $ 0.66 $ 175,122 The Company’s stock-based compensation expense related to stock options for the three months ended September 30, 2023 and 2022 was $ 0 . The Company’s stock-based compensation expense related to stock options for the nine months ended September 30, 2023 was $ 350,900 , of which $ 57,417 and $ 293,483 was included in mining expenditures and general and administrative expenses, respectively, on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. The Company’s stock-based compensation expense related to stock options for the nine months ended September 30, 2022 was $ 753,219 , which was included in general and administrative expenses on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. As of September 30, 2023, there was no unamortized stock option expense. 15 WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Stated in USD) (Unaudited) NOTE 7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED Warrants Number of Shares Weighted Average Exercise Price Weighted Average Contractual Life (Years) Intrinsic Value Outstanding – January 1, 2023 9,362,076 $ 1.19 1.43 $ 27,227 Issued - - - - Exercised ( 656,000 ) - - - Expired/Forfeited - - - - Outstanding –September 30, 2023 8,706,076 $ 1.21 0.71 $ 1,097,558 Exercisable – September 30, 2023 8,706,076 $ 1.21 0.71 $ 1,097,558 Note 8 – Mining Expenditures For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Mining costs $ 421,064 $ 172,421 $ 1,042,186 $ 524,336 Labor and related benefits 280,704 - 863,958 - Permits 26,662 29,946 81,340 86,103 Royalties 2,424 2,153 5,019 5,707 Total mining expenses $ 730,854 $ 204,520 $ 1,992,503 $ 616,146 NOTE 9 – Related Party Transactions AND BALANCES 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 (“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. 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 $ 13,550 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. During the nine months ended September 30, 2023, the Company purchased equipment from Silver Hawk Ltd. for an aggregate of $ 25,800 . The Company also owed Mr. Glasier reimbursable expenses in the amount of $ 56,808 and $ 87,221 as of September 30, 2023 and December 31, 2022, respectively, which are recorded in accounts payable and accrued liabilities. 16