What changed in this filing

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Item 1. Business

2024-04-16 compared with 2023-04-17 · 424 added, 316 removed, 154 unchanged (83% of the section changed)

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Western Uranium & Vanadium Corp.

(formerly known as Western Uranium

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

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

On November 20, 2014, the Company completed a listing process

on the Canadian Securities Exchange (“CSE”).

As part of that process, the Company acquired 100% of the issued and outstanding

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

The transaction constituted a reverse takeover

of Western by PRM.

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

senior management team.

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

properties in Colorado and Utah from Energy Fuels Holding Corp.

Assets purchased included both owned and leased lands in Utah and Colorado

and all represent properties that have been previously mined for uranium to varying degrees in the past.

The acquisition included the

purchase of the Sunday Mine Complex.

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 and the West Sunday mine.

The operation

of each of these mines requires a separate permit and all such permits have been obtained by Western and are currently valid.

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

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

After the completion of the 2019/2020

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

On September 16, 2015, Western completed its acquisition of Black Range,

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

The acquisition terms

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

Pursuant to the agreement,

Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”) under the Australian

Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being issued common shares of Western

on a 1 for 750 basis.

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

received approval by the Federal Court of Australia.

In addition, Western issued to certain employees, directors and consultants options

to purchase Western common shares.

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

Range Transaction on the same 1 for 750 basis.

In connection with the Black Range Transaction, Western acquired the

net assets of Black Range.

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

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

and related patents from Ablation Technologies, LLC.

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

Furthermore, related to Kinetic Separation in connection with the acquisition

of Black Range Minerals Ltd.

(“Black Range”), the Company assumed a call option agreement between Black Range and Mr.

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").

As part of 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 subsequently reconstituted its board of directors and senior management team.

Western is a Canadian domestic issuer

and Canadian reporting issuer.

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

The acquisition included the purchase of the Sunday Mine Complex.

The Sunday Mine Complex is located in western San

Miguel County, Colorado.

The complex consists of the following five individual mines:

the Sunday mine, the Carnation mine, the Saint

Jude mine, the West Sunday mine and the Topaz Mine.

The operation of each of these mines requires a separate permit, and all such

permits have been obtained by Western and are currently valid.

In addition, each of the mines has good access to a paved highway,

electric power to existing declines, office/storage/shop and change buildings, and an extensive underground haulage development with

several vent shafts complete with exhaust fans.

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

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

On 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.

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.

In connection with the Black Range Transaction,

Western acquired the net assets of Black Range.

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

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

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

The Hansen-Taylor Complex

is principally a sandstone-hosted deposit that was discovered in 1977.

Furthermore, related to Kinetic Separation in

connection with the acquisition of Black Range, the Company assumed a call option agreement between Black Range and Mr.

George Glasier.

Prior to the Black Range Transaction, George Glasier, the Company’s CEO, who is also a director of the Company (“Seller”),

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obligation in connection with the Black Range Transaction.

The Kinetic Separation process is dramatically different from conventional

mining techniques.

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

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

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

● Value-added

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

● Benefits include reduced radiometric exposure, reduced duration of material

handling, and lower costs for transportation.

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

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

Kinetic Separation can be used on legacy uranium stockpiles in the

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

This is an application through which Kinetic Separation could positively contribute

to the “greening of the environment”.

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

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

At the present time, kinetically separating these legacy

stockpiles is not currently planned by the Company.

In the estimation of management, Kinetic Separation mining allows the

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

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

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

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

states of Utah and

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

is (970) 864-2125.

The Kinetic Separation process is dramatically

different from conventional mining techniques.

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

● Mining, crushing, and separation of waste from

minerals (uranium and vanadium), can occur underground (inside the mine), at the mine above ground, at a location between the mine and

the mill, or at the mill.

● Value-added of the process is that 85%-90% of

the waste is separated at earlier steps in the process thus saving costs in later steps.

● Benefits include reduced radiometric exposure,

time duration of material handling is reduced, lower costs for transportation.

● Processing reduced ore quantities is beneficial

at the mill stage due to the reduction in acid and power consumption, and post-milling tailings.

Kinetic Separation can be used on legacy uranium stockpiles in the western United States, removing 85-90% of the uranium.

This is an application

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

According to a study there

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

At the present time, kinetically separating these legacy stockpiles is not currently planned by the Company.

In the estimation of management, Kinetic Separation

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

Under 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.

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 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.

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.

Our common shares are listed on the Canadian Securities

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

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

of Utah and Colorado.

The mailing address of our headquarters is 330 Bay Street, Suite 1400, Toronto, Ontario, M5H 2S8, Canada, and the

telephone number is (970) 864-2125.

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

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

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

The JOBS Act defines an “emerging growth company”

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

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

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

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

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

The JOBS Act also provides

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

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

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

Mining LLC, Black Range Minerals Limited, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black Range Minerals

Colorado LLC, Black Range Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals Utah LLC, Black Range

Minerals Ablation Holdings Inc.

and Black Range Development Utah LLC.

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

of its uranium and vanadium resource properties.

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

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

stage issuer.

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

development stage or the production stage.

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

must have already established mineral reserves.

We are an “emerging growth company”

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

The JOBS Act defines an “emerging

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

Section 102(b)

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

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

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

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

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

Our wholly-owned subsidiaries are Western Uranium

Corp., Pinon Ridge Mining LLC, Black Range Minerals Limited, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc.,

Black Range Minerals Colorado LLC, Black Range Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals Utah

LLC, Black Range Minerals Ablation Holdings Inc., Black Range Development Utah LLC and Maverick Strategic Minerals Corp.

Western is in the business of exploring, developing,

mining and production of its uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America

(“United States”).

Western is an exploration stage issuer for purposes

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

or a production stage issuer.

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

in either the development stage or the production stage.

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

issuer, the Company must have already established mineral reserves.

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

Our mineral properties are located in western Colorado and eastern

Utah and adjacent areas of the western United States.

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

vanadium and incorporating Kinetic Separation into our licensing.

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

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

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

Our mineral properties are located in western

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

We have committed to permitting and building our own mill to

process uranium and vanadium and incorporating Kinetic Separation into our licensing.

Our primary focus is scaling up the fully permitted

Sunday Mine Complex into increasing quantities of mining production, the commercialization of Kinetic Separation, completing the permitting

and construction of mineral processing plant (Uranium and Vanadium), and permitting the San Rafael Project.

The Sunday Mine Complex is located in western

San Miguel County, Colorado.

The complex consists of the following five individual mines:

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

mine and the Topaz mine.

The operation of each of these mines requires a separate permit and all such permits have been obtained by Western

and are currently valid.

In addition, each of the mines has good access to a paved highway, electric power to existing mine workings,

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

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

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

No chemicals are added in the process,

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

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

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

Application of Kinetic Separation is expected to have a very positive

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

both capital and operating costs.

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

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

Our vision is to become a leading uranium and vanadium

developer and producer.

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

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

into our licensing.

the Sunday mine, the Carnation mine, the Saint

Jude mine, the West Sunday mine and the Topaz mine.

The operation of each of these mines requires a separate permit and all such permits

have been obtained by Western and are currently valid.

In addition, each of the mines has good access to a paved highway, electric power

to existing mine workings, office/storage/shop and change buildings, and extensive underground haulage development with multiple vent

shafts complete with exhaust fans.

We have acquired a license for Kinetic Separation,

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

No chemicals are added

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

facilitating the separation of a high-value,

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

Application of Kinetic Separation is expected

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

it significantly reduces both capital and operating costs.

Extensive test work has shown that from amenable sandstone-hosted ore types,

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

Our vision is to become a regional uranium and

vanadium developer, producer, and processor.

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

mining production.

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

Kinetic Separation into our licensing.

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

During mining operations

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

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

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

ore to be stockpiled underground.

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

At any time we may have acquisition or partnering opportunities in

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

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

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

Western began acquiring mining equipment and vehicles and building a mining team to put in place an in-house mining capability and to

replace its previous outsourced mining contractor.

During 2023, this team was conducting mining operations at the Sunday Mine Complex

developing the mine for future production and extracting ore to be stockpiled underground.

Future in-house mining crews will be added

to assure the availability of feedstock to baseload the mineral processing plant.

At any time we may have acquisition or partnering

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

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

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

Capital Raising

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

of 2,495,575 units at a price of CAD $1.60 per unit.

The aggregate gross proceeds raised in the private placement amounted to CAD $3,992,920.

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

Each warrant entitled the holder

to purchase one common share at a price of CAD $2.50 per share for a period of three years following the closing date of the private placement.

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

in connection with the private placement.

On January 20, 2022, the Company closed a

non-brokered private placement of 2,495,575 units at a price of CAD $1.60 per unit.

The aggregate gross proceeds raised in the

private placement amounted to CAD $3,992,920 (USD $3,134,417 as of December 31, 2022).

Issuance costs, consisting principally of commissions and legal

fees, were CAD $153,247 (USD $122,539 as of December 31, 2022).

Each unit consisted of one common share plus one common share

purchase warrant.

Each warrant entitled the holder to purchase one common share at a price of CAD $2.50 per common share for a

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

A total of 2,495,575 common shares and warrants to

purchase 2,495,575 common shares were issued to investors and warrants to purchase 98,985 common shares were issued to broker

dealers in connection with the private placement.

On December 12, 2023, the Company closed a

non-brokered private placement of 5,215,828 units at a price of CAD $1.39 per unit.

The aggregate gross proceeds raised in the

private placement amounted to CAD $7,250,000 (USD $5,324,989 as of December 31, 2023).

Issuance costs, consisting principally of

commissions and legal fees, were CAD $661,912 (USD $488,122 as of December 31, 2023).

Each unit consisted of one common share plus

one half of one warrant.

Each warrant is exercisable into one share at a price of CAD $1.88 per common share for a period of four

years following the closing date of the private placement.

A total of 5,215,828 common shares and warrants to purchase 2,607,913

common shares were issued to investors in connection with the private placement.

Uranium/Vanadium Production

Western historically positioned itself for operational flexibility

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

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

ready status.

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

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

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

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

put back into Temporary Cessation.

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

Western historically positioned itself for operational

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

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

a production ready status.

The 2018 vanadium price rally catalyzed a project

at the Sunday Mine Complex.

Western reinitiated active mining operations during 2020 at the Sunday Mine Complex project beginning with

infrastructure and exploratory work projects, which culminated in the commencement of production with the mining and stockpiling of the

extracted uranium/vanadium ore.

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

caused the mines to be put back into Temporary Cessation.

During 2020, COVID-19 induced mine closures began

a rally in uranium prices.

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

This catalyzed the 2021/2022 Sunday

Mine Complex project which commenced in July 2021.

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

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

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

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

This catalyzed work

during 2021 and 2022 at the Sunday Mine Complex project which commenced in July 2021.

After completion of infrastructure work in this

new area of the mine, exploration and development of the GMG ore body was the first project phase.

Drifting, continuous high-grade ore

was intersected, which led to the mining and underground stockpiling of over 3,000 tons of uranium/vanadium ore during the December 2021

to March 2022 period.

Thereafter, Western began the acquisition of a

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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.

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

Since this transition began in spring 2022, additional

employees have been hired to support mining operations and mining equipment and vehicles have been acquired to support deployment of two

(2) fully equipped mining teams.

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

site infrastructure upgrades have been finished.

site infrastructure upgrades

have been finished.

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

Mining operations are restarting in April 2023 and

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

to define additional production zones.

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

Jude Mine target areas defined during

the 2019/2020 work project.

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.

It may be difficult for many uranium mining companies

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

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

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

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

in 10% of its mass.

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

cost of $2.0 million dollars.

The Company holds an exclusive 25-year license

to use Kinetic Separation, a proven technology that we anticipate will improve the efficiency of hauling and processing ore from Western’s

sandstone-hosted mines.

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

Separation ore in 10% of its mass.

We are planning to build a Kinetic Separation machine, with a capacity of forty tons per hour at an

aggregate cost of $1.0 million dollars.

The license agreement was entered into on March 17, 2015 and expires on March 16, 2040.

There are no remaining

license fee obligations and there are no future royalties due under the agreement.

The Company has the right to sub-license the technology

to third parties.

are no remaining license fee obligations and there are no future royalties due under the agreement.

The Company has the right to sub-license

the technology to third parties.

The Company may not sell or assign the Kinetic Separation license;

however, it could be transferred in the sale of Western

or the subsidiary holding the license.

however, it could be transferred in

the sale of Western or the subsidiary holding the license.

Prior to the planned processing plant becoming

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When the processing plant is constructed,

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

Western will become fully operational as we forecast to begin processing the accumulated stockpiled ore during mid-2027.Western believes

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

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Constructing Uranium/Vanadium Processing Plant

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

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

mineral processing plant.

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

Company mines and ore produced by other mining companies.

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

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

In January 2023, the Company began site and facility

design and permitting on a property acquired in Green River, Emery County, Utah to build a state-of-the-art mineral processing plant (the

“Maverick Mineral Processing Plant”).

The facility is being 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 had 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 $75 million, and after permitting and

construction the processing of uranium and vanadium ore is expected to commence in mid-2027.

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 Minerals 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.

During the fourth quarter / early 2024, additional progress

has been made.

The collection of baseline data has commenced from the onsite meteorological towers.

A final plant and animal study is

expected to be completed within 30 days as certain plant life is only observable during the spring.

Additional consulting commitments

have been made to accelerate the licensing and development with Precision Systems Engineering (PSE), a leading engineering, and design

consulting firm headquartered in Sandy, Utah.

PSE is targeting to release the preliminary engineering design and cost estimate in June

for a 500 ton per day mill.

URANIUM MARKET OUTLOOK

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

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

to impact uranium prices in coming years.

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

began purchasing uranium, underscoring the imbalance.

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

of the supply/demand impact.

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

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

At a macro-level, the electrification

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

A uranium global supply/demand imbalance had been

projected by analysts to impact uranium prices in coming years.

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

Trust (“SPUT”) began purchasing uranium, underscoring the imbalance.

Both of these catalysts have depleted excess inventories

and accelerated the timing of the supply/demand impact.

Demand is increasing with new reactors being built, next generation reactors being

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

At a macro-level,

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

After the 2011 Fukushima nuclear accident, uranium

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The real uranium industry bull market was in the

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

underlying fundamentals attributable to multiple factors, including:

climate change, energy security, supply chain and energy scarcity

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

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contracts with mining companies for primary supply.

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

The drivers expanding the demand for nuclear fuel include:

non-nuclear nations adding

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

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

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

opportunities for the next decade and beyond.

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

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

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

As a result, Western continues to advance our

aforementioned operational strategy.

In July 2023, the government of Niger was overthrown

by its military.

This is significant because the new regime is opposed to Western interests and this landlocked West African country holds

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

Multiple uranium mine development projects

in the county continue to proceed despite the evacuation of many foreign nationals.

The situation in Niger is a developing matter and

the conflict has an anti-French sentiment.

The 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.

In December 2023, in a show of bipartisan

support, the U.S.

House of Representatives has passed the Prohibiting Russian Uranium Imports Act.

The Russian response was notable

as Bloomberg reported “the Kremlin may pre-emptively bar exports of its nuclear fuel to the US if lawmakers in Washington pass

legislation prohibiting imports starting in 2028”.

Subsequently, Bloomberg reported that Rosatom refuted that “potential

pre-emptive ban”.

Currently, the reliance on Russian uranium, conversion and enrichment services is being viewed quite

differently than it has for decades.

The legislative process toward enacting a Russian uranium ban remains ongoing.

Spot uranium prices have reacted to the supply/demand

constraints and geopolitical risks.

Since July 2023, spot uranium increased from the approximately$50/lbs level to over $100/lbs in January

2024, before pulling back the $88/lbs level at the end of March 2024.

The events of 2023 have set in motion uranium

market and nuclear fuel opportunities for the next decade and beyond.

There are positive catalysts across multiple levels of the nuclear

fuel and uranium markets.

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

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

As a result, Western continues to advance

our operational strategy.

OVERVIEW OF THE URANIUM INDUSTRY

The only significant commercial use for uranium is as a fuel for nuclear

power plants for the generation of electricity.

The global nuclear and uranium mining industries continue to benefit from the convergence

of multiple trends and increased public, political and government support due to coming new technologies, climate change initiatives,

and energy crisis shortages.

These are resulting in extensions to operating lives, a large number of nuclear reactors under construction,

new builds, investments in next generation nuclear technology, and in Japan, increased urgency to re-start the nuclear reactor fleet.

The uranium market has historically been highly cyclical.

bull market, spot prices rose from $21 per pound in January 2005 to a high of $136 per pound in June 2007 in anticipation of sharply higher

projected demand as a result of a resurgence in nuclear power and the depletion of secondary supplies.

Secondary supplies are inventories

of uranium not publicly available for sale, which are primarily held by utility companies and governments.

The sharp price increase was

driven in part by high levels of buying by utility companies, which resulted in most utilities covering their requirements through 2009.

A decrease in near-term utility demand coupled with rising levels of supplies from producers and traders led to downward pressure on uranium

prices beginning in the third quarter of 2007.

A rebound in uranium prices in conjunction with a recovery in commodities in 2010 was curtailed

by the Fukushima disaster in Japan.

The only significant commercial use for uranium

is as a fuel for nuclear power plants for the generation of electricity.

The global nuclear and uranium mining industries continue to

benefit from the convergence of multiple trends and increased public, political and government support due to coming new technologies,

climate change initiatives, and energy crisis shortages.

These are resulting in extensions to operating lives, a large number of nuclear

reactors under construction, new builds, investments in next generation nuclear technology, and in Japan, increased urgency to re-start

the nuclear reactor fleet.

The uranium market has historically been highly

In the prior bull market, spot prices rose from $21 per pound in January 2005 to a high of $136 per pound in June 2007 in anticipation

of sharply higher projected demand as a result of a resurgence in nuclear power and the depletion of secondary supplies.

Secondary supplies

are inventories of uranium not publicly available for sale, which are primarily held by utility companies and governments.

The sharp price

increase was driven in part by high levels of buying by utility companies, which resulted in most utilities covering their requirements

through 2009.

A decrease in near-term utility demand coupled with rising levels of supplies from producers and traders led to downward

pressure on uranium prices beginning in the third quarter of 2007.

A rebound in uranium prices in conjunction with a recovery in commodities

in 2010 was curtailed by the Fukushima disaster in Japan.

Since the Fukushima disaster in 2011, uranium

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Later in May 2022 and June 2022, the

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

In the subsequent six months, the spot price of

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

spot price receded to $45 levels, before recovering to the $50 +/- per pound price level in September 2022 to March 2023.

Since July 2023,

spot uranium increased from the approximately$50/lbs level to over $100/lbs in January 2024, before receding below the $88/lbs level at

the end of March 2024.

Geopolitical events, technological advances, and

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accelerate our recent scaling-up of mining operations.

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

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

Conventional and new vanadium applications include steelmaking, aerospace,

stationary energy storage, batteries, and chemicals.

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

effect greatly increases its strength.

And while steelmaking accounts for roughly 90% of all vanadium currently consumed, it’s estimated

that vanadium is only used in about 9% of all steels today.

After steelmaking, the second largest market for vanadium is that of catalysts

and chemical applications.

A significant new source of demand for vanadium is from vanadium redox flow batteries (VRFB) as their adaptation

grows with the stationary storage market.

In 2018 there was structural change in the vanadium markets that caused

prices to spike.

China, the largest vanadium producer in the world, had supply disrupted by environmental monitoring and rules while domestic

demand was increasing.

With the exception of the Hansen/Taylor Deposit,

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

Conventional and new vanadium applications include

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

When a very small amount of vanadium is added

to steel, the hardening effect greatly increases its strength.

And while steelmaking accounts for roughly 90% of all vanadium currently

consumed, it's estimated that vanadium is only used in about 9% of all steels today.

After steelmaking, the second largest market for

vanadium is that of catalysts and chemical applications.

A significant new source of demand for vanadium is from vanadium redox flow batteries

(VRFB) as their adaptation grows with the stationary storage market.

In 2018 there was structural change in the vanadium

markets that caused prices to spike.

China, the largest vanadium producer in the world, had supply disrupted by environmental monitoring

and rules while domestic demand was increasing.

China, which had been a net vanadium exporter, flipped and became a net vanadium importer.

On the demand side,

China announced a new high strength rebar standard to increase earthquake resistance in February 2018 that became effective on November

On the supply side, in its efforts to fight pollution, Chinese environmental inspections resulted in the closing of dirty processes

in which vanadium was recovered as a byproduct.

These policy changes caused a shortage and led to a surge in vanadium prices to all-time

highs during the fourth quarter of 2018.

Vanadium closed on December 31, 2018 at $23.15, but owing to a Chinese extension in the implementation

of the new rebar standard, prices plunged to close on December 31, 2019 at $5.25.

Notably, the substantial price appreciation in vanadium

delayed the adaptation of VRFB applications as these batteries were no longer considered to be cost competitive.

A Section 232 National Security Investigation of Imports of Vanadium

was undertaken by the U.S.

Department of Commerce (“DoC”) during 2020 and submitted to President Biden on February 22, 2021.

The President had 90 days to decide if he concurred with the findings and recommendations and determine whether to take an action to mitigate

the impairment of national security.

On the demand side, China announced a new high strength rebar standard to increase earthquake resistance in February 2018 that became

effective on November 1, 2018.

On the supply side, in its efforts to fight pollution, Chinese environmental inspections resulted in the

closing of dirty processes in which vanadium was recovered as a byproduct.

These policy changes caused a shortage and led to a surge in

vanadium prices to all-time highs during the fourth quarter of 2018.

Vanadium closed on December 31, 2018 at $23.15, but owing to a Chinese

extension in the implementation of the new rebar standard, prices plunged to close on December 31, 2019 at $5.25.

Notably, the substantial

price appreciation in vanadium delayed the adaptation of VRFB applications as these batteries were no longer considered to be cost competitive.

A Section 232 National Security Investigation

of Imports of Vanadium was undertaken by the U.S.

Department of Commerce (“DoC”) during 2020 and submitted to President Biden

on February 22, 2021.

The President had 90 days to decide if he concurred with the findings and recommendations and determine whether

to take an action to mitigate the impairment of national security.

No action was taken.

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

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

During the first quarter of 2023, vanadium prices rallied with

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

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

mills, capital, customers and the employment and retention of qualified personnel.

We compete with multiple exploration companies for

all of these things.

In the production and marketing of uranium and vanadium, there are a number of producing entities globally, some

of which are government controlled and several of which are significantly larger and better capitalized than we are.

Several of these

organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have.

Our future uranium production may also compete with uranium from secondary

supplies, including the sale of uranium inventory held by the DoE.

At the current time, DoE uranium sales have been suspended.

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

The vanadium market price closed at $6.00 per

pound as of December 31, 2023, which was a decrease from the December 31, 2022 closing price of $8.90 per pound.

During the first quarter

of 2024, vanadium prices closed at $5.90 on February 29, 2024.

Cyclical business activities and its principal product use as a steel hardener

has seen a softening in demand, resulting in a decline in the price of Vanadium.

There is global competition for uranium/vanadium

properties, ore processing mills, capital, customers and the employment and retention of qualified personnel.

We compete with multiple

exploration companies for all of these things.

In the production and marketing of uranium and vanadium, there are a number of producing

entities globally, some of which are government controlled and several of which are significantly larger and better capitalized than we

Several of these organizations also have substantially greater financial, technical, manufacturing and distribution resources than

Our future uranium production may also compete

with uranium from secondary supplies, including the sale of uranium inventory held by the DoE.

At the current time, DoE uranium sales

have been suspended.

In addition, there are numerous entities in the market that compete with us for properties and operate in-situ recovery

(“ISR”) facilities.

Western aims to possess a strategic advantage

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

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

With respect to sales of uranium, the Company

competes primarily based on price.

We will market uranium to utilities and commodity brokers.

We are in direct competition with supplies available from various

sources worldwide.

We are in direct competition with supplies

available from various sources worldwide.

We believe we compete with multiple operating uranium companies.

With respect to sales of vanadium, the Company will compete primarily

based upon availability and secondarily on price.

There will be direct competition with primary production, secondary production, and

co-production from various companies and processors worldwide as individual entities come online or increase production to address the

supply deficit.

With respect to sales of vanadium, the Company

will compete primarily based upon availability and secondarily on price.

There will be direct competition with primary production, secondary

production, and co-production from various companies and processors worldwide as individual entities come online or increase production

to address the supply deficit.

ENVIRONMENTAL CONSIDERATIONS AND PERMITTING

United States

Uranium extraction is regulated by the federal government, states and,

in some cases, by Native American tribes.

Compliance with such regulation has a material effect on the economics of our operations and

the timing of project development.

Our primary regulatory costs have been related to obtaining licenses and permits from federal and state

agencies before the commencement of production activities.

The environmental regulatory requirements for the ISR industry are well established.

Uranium extraction is regulated by the federal

government, states and, in some cases, by Native American tribes.

Compliance with such regulation has a material effect on the economics

of our operations and the timing of project development.

Our primary regulatory costs have been related to obtaining licenses and permits

from federal and state agencies before the commencement of production activities.

The environmental regulatory requirements for the ISR

industry are well established.

Many ISR projects have gone a full life cycle without any significant environmental impact.

However, the process can make environmental

permitting difficult and timing unpredictable.

Western does not plan to utilize an ISR mining process on its properties.

process can make environmental permitting difficult and timing unpredictable.

Western does not plan to utilize an ISR mining process on

its properties.

Mining Permits are disclosed on a per mine basis

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Reclamation and Restoration Costs and Bonding

At the conclusion of conventional mining, a site is decommissioned

and reclaimed.

At the conclusion of conventional mining, a site

is decommissioned and reclaimed.

Reclamation involves removing evidence of surface disturbance.

The reclamation liabilities of the U.S.

mines are subject

to legal and regulatory requirements.

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 at December 31, 2022 of the mineral properties to

be approximately $751,000.

The Company is required by state regulatory agencies to obtain financial

surety relating to certain of its future restoration and reclamation obligations.

The Company has provided performance bonds issued for

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

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

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

mines are subject to legal and regulatory requirements.

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 at December 31, 2023 of the

mineral properties to be $751,444.

The Company is required by state regulatory agencies

to obtain financial surety relating to certain of its future restoration and reclamation obligations.

The Company has provided performance

bonds issued for the benefit of the Company in the amount of $751,444 to satisfy such regulatory requirements.

As of December 31, 2023, we had 25 full-time employees

and 1 part-time employee.

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

What changed 10-K

Item 1. Business