What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-04-16 compared with 2023-04-17 · 605 added, 475 removed, 225 unchanged (83% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The information disclosed in this annual report, and the information

incorporated by reference herein, includes “forward-looking statements” within the meaning of Section 27A of the Securities

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

Forward-looking

statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions

or strategies regarding the future.

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

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

The words “anticipate,” “believe,”

“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”

“plan,” “possible,” “potential,” “predict,” “project,” “should,”

“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that

a statement is not forward-looking.

The forward-looking statements contained or incorporated by reference

in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on

us and speak only as of the date of each such statement.

There can be no assurance that future developments affecting us will be those

that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)

or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

These risks and uncertainties include, but are not limited to, those factors described in Item 1A, “Risk

Factors” and this Item 7 of this annual report.

Should one or more of these risks or uncertainties materialize, or should any of

our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

The information disclosed in this annual report,

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

27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

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

hopes, beliefs, intentions or strategies regarding the future.

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

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

The words “anticipate,”

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

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

“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words

does not mean that a statement is not forward-looking.

The forward-looking statements contained or incorporated

by reference in this annual report are based on our current expectations and beliefs concerning future developments and their potential

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

There can be no assurance that future developments affecting us will

be those that we have anticipated.

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

our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied

by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described in Item 1A,

“Risk Factors” and this Item 7 of this annual report.

Should one or more of these risks or uncertainties materialize, or should

any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

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

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approvals, the Company reconstituted its board of directors and senior management team.

Effective September 16, 2015, Western completed

its acquisition of Black Range Minerals Limited (“Black Range”).

Western is a Canadian domestic issuer and Canadian

reporting issuer.

On August 18, 2014, the Company closed on the

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

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

on a 1 for 750 basis.

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

Range received approval by the Federal Court of Australia.

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

employees, directors, and consultants.

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

Black Range Transaction on the same 1 for 750 basis.

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

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

stock options were intended to replace Black Range stock options outstanding prior to the Black Range Transaction on the same 1 for 750

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.

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.

The Company has registered offices at 330 Bay

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Recent Developments

January 2022 Private Placement

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.

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.

Annual 2022 Incentive Stock Option Grant

The Company granted an aggregate of 1,665,000 stock options (“Options”)

to purchase common shares to a number of officers, directors, and employees of Western under the Company’s Incentive Stock Option

The Options were granted on October 31, 2022 after market close, and with the exercise price being set at CAD$1.60 based upon the

lower of the closing price on the day of the grant, and the pricing of units offered in the most recent private placement conducted by

Each option is exercisable to acquire one common share for a five-year term starting with the vesting date.

The Options vest

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

Department of Energy’s Oak Ridge National

Laboratory Visit

The Company received a visit at its Sunday Mine

Complex by a delegation from the U.S.

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

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

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

Bullen Property (Weld County)

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In January 2023, Mallard was acquired by Bison.

During the years ended December 31, 2022 and 2021, we recognized aggregate

revenue of $635,363 and $272,142, respectively, under these oil and gas lease arrangements.

On January 31, 2022, the operator of the Weld

County Colorado oil and gas pooled trust issued the first cumulative royalty payment in the amount of $207,552 for August 2021 through

December 2021 sales, which was recognized as income in the fourth quarter of 2021.

During the years ended December 31, 2023 and 2022,

we recognized aggregate revenue of $431,065 and $635,363, respectively, under these oil and gas lease arrangements.

Kinetic Separation Licensing

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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.

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,

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.

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.

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

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,

On October 9, 2020, the MLRB issued a board order which finalized the findings of the July 22, 2020 permit hearing.

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

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.

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answer brief within 35 days on or before June 9, 2021, but instead sought a settlement.

The judicial review process was delayed as extensions

were put in place until August 20, 2021.

A settlement was not reached, and the MLRB and the Company submitted answer briefs on August

The judicial review process was delayed as

extensions were put in place until August 20, 2021.

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

briefs on August 20, 2021.

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

On March 1, 2022, the Denver District Court reversed the MLRB’s

orders regarding the Topaz Mine and remanded the case back to MLRB for further proceedings consistent with its order.

The Company and

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

Neither the Company nor the MLRB appealed the Denver

District Court ruling.

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

upon completion will terminate mining operations at the Topaz Mine.

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

be completed within five years by March 2028.

The Company is currently working toward the completion of an updated Topaz Mine Plan of

Operations which is a separate federal requirement of the BLM for the conduct of mining activities on the federal land at the Topaz Mine

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

Sunday Mine Complex Project 2021/2022 Project

The SMC project entailed the development of multiple SMC ore bodies

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

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

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.

review of Western’s most recent submission continues to be delayed due to staff turnover at the BLM.

Sunday Mine Complex Project

The SMC project entailed the development

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

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

The Sunday Mine Complex is the

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

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

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

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

mine workings.

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

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

the team shifted from development to mining.

From December 2021 to March 2022, over 3,000 tons of uranium/vanadium ore was mined from

The mining contractor calculated grades based upon scintillometer sampling of each 10-ton truckload.

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

operations were restarted.

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

capabilities.

The first target was the extension of the drift (tunnel) 150 feet to reach the first surface exploration drill hole to access

the GMG Ore Body (GMG).

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

feet of the existing mine workings.

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

on the surface above.

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

of the drift.

As a result, the team shifted from development to mining.

At the end of March 2022, the mining contractor

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to support mining operations and mining equipment and vehicles have been acquired to support deployment of two (2) fully equipped mining

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

The equipment has been prepared for operations and deployed;

site infrastructure upgrades have been finished.

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

Mining operations 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.

Uranium Section 232 Investigation/Nuclear Fuel Working Group

In early 2023, the

mines were reopened for ventilation and infrastructure upgrades.

Mining operations restarted in April 2023 and initially focused on additional

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

Western’s in-house mining team drove

this drift to less than 30 feet of reaching the target ore hole.

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

As a result of the encouraging results, the in-house mining team refocused on other high value target areas that were never drilled due

to the mountainous terrain limiting surface exploration drilling.

The mining team is currently engaged in an underground long-hole drilling

program to define additional production zones.

The goal is to develop additional target zones in order to maximize simultaneous production

from the Sunday Mine Complex mines.

Stockpiled Mined Materials Inventory

From December 2021 to March 2022, 3,140 tons of

uranium/vanadium material was mined from the Sunday Mine Complex.

The mining contractor calculated uranium grades based upon scintillometer

sampling of each 10-ton truckload and vanadium quantities were derived by applying the 6:1 historical ratio.

The estimated stockpiled

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

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

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

The in-house mining

team stockpiled limited quantities of additional mined material in the current year.

Uranium Section 232 Investigation/Nuclear

Fuel Working Group Process

An investigation under Section 232 of the Trade

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uranium consumption”.

The Russian invasion of Ukraine has fast tracked the Uranium Reserve

The Russian invasion of Ukraine has fast tracked

the Uranium Reserve Program.

On May 5, 2022, the U.S.

Secretary of Energy Jennifer Granholm testified before the Senate Committee on Energy and Natural Resources

that the DoE “would make direct purchases of domestically mined and converted uranium this calendar year to establish a strategic

uranium reserve”.

Secretary of Energy Jennifer Granholm testified before the Senate Committee on Energy

and Natural Resources that the DoE “would make direct purchases of domestically mined and converted uranium this calendar year to

establish a strategic uranium reserve”.

Secretary Granholm’s comments make clear that the U.S.

is thinking larger.

Granholm stated that “We

should not be sending any money to Russia for any American energy or for any other reason,” and “if we move away from Russia

right away, we want to make sure we have the ability to continue to keep the fleet afloat.” To accomplish this, she further disclosed

that the DoE is “developing a full-on uranium strategy that’s going through the interagency process.”

Subsequently in June 2022, the DoE issued a Request for Proposals (“RFP”)

to purchase up to 1 million pounds of uranium at an initial funding level of $75 million into the newly established U.S.

Uranium Reserve.

The RFP sought uranium that was already held in inventory at Honeywell’s Metropolis Works Plant, the U.S.

conversion facility.

DOE awarded contracts in December 2022 for the purchase of approximately 1,000,000 lbs of uranium.

To fulfill Uranium Reserve requirements,

origin uranium will be delivered during the first quarter of 2023.

Five uranium companies disclosed receiving contract awards within

a price range from $59.50 to $70.50 per pound.

Western did not hold qualifying inventory, and as such did not submit a bid proposal.

expansion of the U.S.

stated that “We should not be sending any money to Russia for any American energy or for any other reason,” and “if

we move away from Russia right away, we want to make sure we have the ability to continue to keep the fleet afloat." To accomplish

this she further disclosed that the DoE is “developing a full-on uranium strategy that’s going through the interagency process.”

Subsequently in June 2022, the U.S.

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

domestic origin uranium inventory

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

The DOE awarded contracts

in December 2022 for the purchase of 1,100,000 lbs of uranium that were delivered in the first quarter of 2023.

Five uranium companies

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

Western did not hold qualifying inventory, and

as such did not submit a bid proposal.

An expansion of the U.S.

Uranium Reserve program continues to be discussed.

As originally proposed, the program contemplated $150M in annual

purchases for a 10-year period, which would aggregate to $1.5 billion over its lifetime.

Vanadium Section 232 Investigation

In the United States,

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

In June of 2020, the U.S.

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

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

The Section 232 National Security Investigation

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

In July 2021, the report was made

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

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

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

As originally proposed,

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

Biden-Harris Administration

The positive momentum has continued for the nuclear and uranium mining

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

Upon taking office, the Biden team immediately rejoined

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

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

Since taking office, President Biden has given all

agencies climate change initiatives and has started a climate change working group.

The positive momentum has continued for the nuclear

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

Upon taking office, the Biden team

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

producing clean electric power, and achieving carbon-pollution free energy in electricity generation by 2035.

Since taking office, President

Biden has given all agencies climate change initiatives and has started a climate change working group.

The existing U.S.

nuclear reactor fleet currently

produces in excess of 50% of U.S.

clean energy, and new, advanced nuclear technologies promise to generate additional clean energy.

White House national climate advisor told the media in a press briefing that the Biden-Harris Administration intends to seek a national

clean energy standard that includes nuclear energy.

The Company believes that nuclear energy will be increasingly able to compete on a

level playing field with renewable energy technologies.

The Harris-Biden DoE has been a supporter of new nuclear technologies and invested

in next generation demonstration reactors due to its pro-climate agenda.

nuclear reactor

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

clean energy, and new, advanced nuclear technologies promise to generate additional

clean energy.

A White House national climate advisor told the media in a press briefing that the Biden-Harris Administration intends to

seek a national clean energy standard that includes nuclear energy.

The Company believes that nuclear energy will be increasingly able

to compete on a level playing field with renewable energy technologies.

The Harris-Biden DoE has been a supporter of new nuclear technologies

and invested in next generation demonstration reactors due to its pro-climate agenda.

On August 16, 2022, President Biden signed into

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benefit as greater funding was allocated to battery technologies including vanadium redox flow batteries (VRFB).

During 2022, we have observed the DoE becoming increasingly outspoken

and working hard at creating nuclear fuel solutions to address the current dependence on Russia and promote a geopolitical realignment

of the nuclear fuel cycle away from Russia.

As an example, during September 2022, activity in the U.S.

escalated in response to Russia’s

invasion of Ukraine.

Secretary of Energy, Jennifer Granholm, in an address to the IAEA Vienna conference stated:

those countries held hostage by Russian fossil fuels right now, nuclear power—freed of Russian supply chains—is part of the

solution to sever that dependence.” The Biden-Harris Administration requested $1.5 billion in emergency funding to replace nuclear

fuel and services coming from Russia.

This followed the DOE $4.3 billion commitment for the development of expanded domestic reactor fuel

supply chain specifically focused on domestic enrichment and conversion services.

Most notably, the DoE continues to make preparations

for a Russian counter-sanction terminating the flow of nuclear fuel and services from Russia.

Multiple bills were introduced into the

legislature, and many of these have bipartisan support.

Nuclear Fuel and Uranium Effect from the Russian Invasion of

The start of the Russia/Ukraine war created extraordinary volatility

in uranium markets during the first half of 2022.

During 2022, we have observed the DoE

becoming increasingly outspoken and working hard at creating nuclear fuel solutions to address the current dependence on Russia and

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

As an example, during September 2022, activity in the

escalated in response to Russia’s invasion of Ukraine.

Secretary of Energy, Jennifer Granholm, in an address to

the IAEA Vienna conference stated:

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

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

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

This followed

the DOE $4.3 billion commitment for the development of expanded domestic reactor fuel supply chain specifically focused on domestic

enrichment and conversion services.

Most notably, the DoE continues to make preparations for a Russian counter-sanction terminating

the flow of nuclear fuel and services from Russia.

Multiple bills were introduced into the U.S.

legislature, and many of these have

bipartisan support.

Nuclear Fuel and Uranium Effect from the

Russian Invasion of Ukraine

The start of the Russia/Ukraine war created extraordinary

volatility in uranium markets during the first half of 2022.

At the peak, the spot price was at an 11 year high.

Prior to the invasion on February

24, 2022, uranium spot prices were in the $43 per pound range and rose to slightly over $63 per pound by April 2022, an increase of ~$20

Later in May 2022 and June 2022, the spot price receded to $45 levels, before recovering to the $50 level into September 2022.

In the subsequent six months, the spot price of uranium has been range bound at $50 +/- per pound levels.

Equity markets followed the price action of physical uranium prices

in speculation that governments worldwide would sanction and ban nuclear fuel from Russia.

This was in recognition of Russia’s dominant

position in nuclear fuel services including 38% of world conversion capacity and 46% of world enrichment capacity.

The market position

of Rosatom, Russia’s national nuclear company, was developed through decades of government subsidies.

However, because of the lack

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

Because of the Ukraine invasion, new contracts are largely not being

signed with Rosatom, but deliveries under existing contracts continue to be made.

Customer dependencies upon the Russian supply of uranium,

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

However, a desire

to stay away from bad actors and the threat of Russia weaponizing energy exports or a Russian embargo has elicited responses.

utilities have accelerated their contracting of non-Russian conversion and enrichment services.

New uranium supply agreements are being

signed with western producers.

In the United States, multiple new nuclear funding programs have already been put in place and the language

from the Department of Energy has only gotten stronger.

Prior to the invasion

on February 24, 2022, uranium spot prices were in the $43 per pound range and rose to slightly over $63 per pound by April 2022;

of ~$20 per pound.

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

level from September 2022 to March 2023.

Following this range bound period, in 4Q2023 the spot uranium price rallied to an average $96

per pound price level in December 2023/January 2024.

Equity markets followed the price action of physical

uranium prices in speculation that governments worldwide would sanction and ban nuclear fuel from Russia.

This was in recognition of Russia’s

dominant position in nuclear fuel services including 38% of world conversion capacity and 46% of world enrichment capacity.

position of Rosatom, Russia’s national nuclear company, was developed through decades of government subsidies.

However, because

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

Because of the Ukraine invasion, new contracts

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

Customer dependencies upon the

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

However, a desire to stay away from bad actors and the threat of Russia weaponizing energy exports or a Russian embargo has

elicited responses.

Worldwide, utilities have accelerated their contracting of non-Russian conversion and enrichment services.

supply agreements are being signed with western producers.

In the United States, multiple new nuclear funding programs have already been

put in place and the language from the Department of Energy has only gotten stronger.

The Secretary of Energy recently declared:

“The United States wants to be

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

In January 2023, ban and sanction discussions intensified as Rosatom

was shown to have become an active participant in the Ukraine war.

An article entitled “Russia’s nuclear entity aids war effort,

leading to calls for sanctions” was published by the Washington Post.

Obtained documents show that the Rosatom state nuclear power

conglomerate was supplying the Russian military with “components, technology, and raw materials for missile fuel” to be used

in the Ukraine war.

In the months since, multiple legislative sanction proposals have been put forth in the United States, including banning

Russian uranium imports.

has the largest fleet of nuclear reactors, these actions have the potential to cause a realignment

of uranium markets.

We believe the shift away from Russia/Rosatom will be a major catalyst

in the realignment of nuclear fuel markets which will benefit western producers.

As a result, Western continues to accelerate the advancement

of our operational strategy in anticipation of increasing uranium price levels that will reward near-term scaled-up ore production.

Strategic Acquisition of Physical Uranium

In May 2021, the Company executed a binding agreement

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

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

in connection with its full prepayment of the purchase price for 125,000 pounds of natural uranium concentrate.

This uranium concentrate

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

Uranium Supply Agreement Delivery

In the second quarter of 2022, in satisfaction

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

Accordingly, during the year ended December 31, 2022, we recorded revenue of $7,223,609 (at a price of approximately $57 per

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

Sprott Physical Uranium Trust

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

took over the former Uranium Participation Corp.

(U.TO) and launched an at-the-market program (ATM) on August 17, 2021 to raise capital

for the closed-ended trust.

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

prices to increase.

The New York Stock Exchange (NYSE) declined the U.S.

listing application for the anticipated Sprott U.S.

uranium trust vehicle.

Sprott has stated that they do not have an intent to further pursue a listing on a U.S.

exchange “in the

near term.” In the one year since the Trust initiated its ATM program in August 2021, it has purchased in excess of 39 million pounds

of uranium and grown the net asset value to ~ $2.8 billion.

Due to Sprott’s success, a clone physical uranium fund was launched

on May 12, 2022.

The ANU Energy OEIC Ltd fund raised over $75 million dollars in a private placement and has made its first uranium purchase.

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

Kazatomprom has

made the first uranium delivery at Cameco’s Port Hope conversion facility.

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

In January 2023, ban and sanction discussions

intensified as Rosatom was shown to have become an active participant in the Ukraine war.

An article entitled “Russia’s nuclear

entity aids war effort, leading to calls for sanctions” was published by the Washington Post.

Obtained documents show that the Rosatom

state nuclear power conglomerate was supplying the Russian military with “components, technology, and raw materials for missile

fuel” to be used in the Ukraine war.

In the months since, multiple legislative sanction proposals have been put forth in the United

States, including banning Russian uranium imports.

has the largest fleet of nuclear reactors, these actions have the potential

to cause a realignment of uranium markets.

During this past year, there was significant legislative

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

Before the U.S.

Senate went on summer

recess, an amendment to establish a Nuclear Fuel Security Program was added to the National Defense Authorization Act (NDAA) on a 96-3

This amendment requires the Secretary of Energy to establish a Nuclear Fuel Security Program, expand the American Assured Fuel Supply

Program, establish a High-Assay Low-Enriched Uranium (HALEU) for Advanced Nuclear Reactor Demonstration Projects Program, submit a report

on a civil nuclear credit program, and to enhance programs to build workforce capacity to meet mission critical needs of the Department

In May 2023, the House Energy and Commerce Committee advanced a bill titled Prohibiting Russian Uranium Imports Act.

and intent of the proposed legislation is to begin banning Russian uranium 90 days after its enactment;

subject to conditional Department

of Energy waivers.

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

reactor in operation or that importing Russian uranium is in the national interest.

Both pieces of legislation seek to replace Russian

uranium in U.S.

civilian nuclear reactors with domestic production.

During September 2022, activity in the U.S.

escalated in response to Russia’s invasion of Ukraine.

Secretary of Energy, Jennifer Granholm, in an address to the

IAEA Vienna conference stated:

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

power—freed of Russian supply chains—is part of the solution to sever that dependence.

“The Biden-Harris

Administration’s DOE has sponsored multiple programs to support the U.S.

nuclear sector with the goal of replacing nuclear

fuel and services coming from Russia.

The United States has not put in place a ban or sanction of Russian uranium, however, the DOE

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

Multiple bills were introduced into the U.S.

Congress and several have advanced through committee in both the Senate and the

We believe the shift away from Russia/Rosatom

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

As a result, we continue to

accelerate the advancement of our operational strategy in anticipation of increasing uranium price levels that will reward near-term scaled-up

Nuclear Fuel and Uranium Market Conditions

During the year ended December 31, 2023, the

spot uranium price increased +$43.32 or 90.9% to $91.00.

The uranium market improved significantly during the second half of 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.

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.

fundamentals are the strongest in decades.

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

supply chain and energy scarcity initiatives.

The supply/demand imbalance has flipped from a market with excess supply into a market

with excess future demand.

With the reduced availability of secondary supplies, utilities have begun adding multi-year contracts

with mining companies for primary supply.

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

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

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

However, the challenge is in

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

We believe uranium equity

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

during the quarter, multiple market analysts have flagged low availability of mobile secondary inventories.

We believe the continued

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

Positive nuclear energy news has continued to

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

In terms of future

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

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

multi-year structural supply deficit.

Uranium miners are moving toward start-up and utilities are waiting to understand how regulations

and geopolitics will modify their future access to Russian uranium and conversion and enrichment services.

Nuclear Fuel Supply Chain Concentration

Russia’s invasion of Ukraine and the ensuing

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

This has caused most of the world to re-evaluate

their dependence upon nuclear fuel exported by Russia.

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

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

Customer dependence upon the Russian supply of uranium, conversion

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

Since last quarter both

Urenco and Orano have announced that they will invest to expand their uranium enrichment capacity respectively in the United States and

France, which represents a shift away from Russia.

Utilities are demonstrating their desire for increased security of their nuclear fuel

supply chains.

Kazakhstan is also a concern because the world’s largest uranium producing country has an unguarded and the second

longest continuous land border in the world shared with Russia.

The potential exists for Russia to exert influence over Kazakhstan.

Additionally,

Kazatomprom is currently working toward putting large long-term contracts in place with China.

This supply is needed for China to fulfill

its 15 year plan to deploy 150 new nuclear reactors.

China National Nuclear Corp.

(CNNC) has recently opened a uranium trading hub /warehouse

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

It has become evident that the nuclear

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

Expanding Kazakhstan uranium

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

In late July 2023, soldiers of Niger’s

presidential guard deposed from power President Mohamed Bazoum;

and replaced him with a military junta.

This is significant because

the new government is opposed to Western interests and has escalated anti-French rhetoric, while seeking support from Russia and its

Wagner mercenary group.

Uranium is Niger’s main export and this small West African country holds the 7th largest uranium

resource in the world and was producing about 5% of global production.

Orano, the French state-backed nuclear energy company has

significant operations in the country that were impacted.

The Junta has initiated multiple actions that are counter to French

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.

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

Multiple uranium mine development projects in the country

continue to proceed despite the evacuation of many foreign nationals and

difficulties receiving supplies.

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

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

During October 2023, geopolitical instabilities

spread further to the Middle East after a Hamas attack on Israel triggered a counterattack by Israel on Hamas in the Gaza strip.

additional hot spot further increases volatility in the world and destabilizes the Middle East region that is highly influential on global

energy prices.

Utah Mineral Processing Plant

1 unchanged sentence

announcing that it has begun site and facility design and permitting on a property acquired in Green River, Emery County, Utah to build

a state-of-the-art mineral processing plant.

This facility will be designed to recover uranium, vanadium and cobalt from conventional

ore mined both from Company mines and ore produced by other mining companies.

Selecting and acquiring the processing site has taken over

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

The processing plant will utilize the latest processing

technology, including Western’s patented Kinetic Separation process.

These technology advancements will result in lower overall

capital and processing costs.

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

After permitting and

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

The facility will be designed to recover

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

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

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

Construction of the cobalt circuit will be dependent on the

availability of feed material.

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

of U3O8 and six to eight million pounds of V2O5.

The world continues to be impacted by the COVID-19 pandemic.

and the measures to prevent its spread previously impacted the Company’s business in a number of ways.

COVID-19 has primarily caused

Western delays in reporting, regulatory matters, operations, and sick/quarantine days for employees infected/exposed to COVID-19.

COVID-19 pandemic previously limited Western’s participation in industry and investor conference events during 2020 and 2021.

impact of future disruptions and the extent of adverse impacts on the Company’s financial and operating results will be dictated

by the unpredictable duration and severity of the future waves of COVID-19.

The Company is continuing to monitor COVID-19 and its subvariants

and the potential impact of the pandemic on the Company’s operations.

a state-of-the-art minerals processing plant (the “Maverick Minerals Processing Plant”).

This facility will be designed to

recover uranium, vanadium and cobalt from conventional materials mined both from Company mines and materials produced by other mining

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.

After permitting and construction, the processing of uranium and vanadium materials is expected to commence

in late 2027.

The facility will be designed to recover cobalt, a metal essential in battery technology and electric vehicles.

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 date 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

2024 for a 500 ton per day mill.

December 2023 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 $4,836,867 in net proceeds).

Each unit consisted of one common share of Western (a “Share”) plus one

half of one common share purchase warrant of Western (a “Warrant”).

Each Warrant is exercisable into one share at a price

of CAD $1.88 per Share for a period of four years following the closing date of the private placement.

A total of 5,215,828 Shares and

2,607,913 Warrants were issued to investors in connection with the private placement.

Annual 2023 Incentive Stock Option Grant

The Company granted an aggregate of 1,525,000

stock options (“Options”) to purchase common shares to a number of officers, directors, and employees of Western under the

Company’s Incentive Stock Option Plan.

The Options were granted on December 20, 2023 after market close, and with the exercise price

being set at CAD$1.60 based upon the Board’s assessment of the closing price on the day of the grant and the pricing of units offered

in the most recent private placement conducted by Western.

Each option is exercisable to acquire one common share for a five-year term

starting with the vesting date.

The Options vest equally in three instalments of January 31, 2024, July 31, 2024 and January 31, 2025.

Results of Operations

Year Ended December 31, 2022 as Compared to the Year Ended December

The following table presents the Company’s financial results

for the years ended December 31, 2022 and 2021.

Year Ended December 31, 2023 as Compared

to the Year Ended December 31, 2022

The following table presents the Company’s

financial results for the years ended December 31, 2023 and 2022.

For the Years Ended

Cost of revenue

Cost of revenues

Mining expenditures

4 unchanged sentences

Operating loss

Accretion and interest

Settlement expense

Other Comprehensive income (expense)

Foreign exchange (loss) gain

Accretion and interest (income) expense, net

Other expense (income), net

Other Comprehensive loss

Foreign currency translation adjustment

Comprehensive Loss

1 unchanged sentence

$ (1,038,377 )

Net loss per share - basic and diluted

Our consolidated net loss for the years ended December 31, 2022 and

2021 was $713,767 and $2,074,037 or $0.02 and $0.06 per share, respectively.

The principal components of these year over year changes

are discussed below.

Our comprehensive loss for the years ended Decembers 31, 2022 and 2021

was $1,038,377 and $1,985,017, respectively.

Our revenue for the years ended December 31,

Our consolidated net loss for the years ended

December 31, 2023 and 2022 was $4,942,594 and $713,767, respectively.

The principal components of these year over year changes are discussed

Our comprehensive loss for the years ended Decembers

31, 2023 and 2022 was $4,755,471 and $1,038,377, respectively.

The increase in revenue of $7,586,830 was primarily related to the revenue

recognized upon the satisfaction of the uranium concentrate delivery under our supply contract whereby we delivered 125,000 lbs of

uranium concentrate from our prepaid uranium concentrate inventory for $7,223,609 in the second quarter of 2022.

we recognized oil and gas royalties of $635,363 and $207,552 during 2022 and 2021, respectively.

Cost of Revenue

Cost of revenue was $4,044,083 for the year ended December 31, 2022

Our revenues for the years ended December 31,

2023 and 2022 was $431,065 and $7,858,972, respectively.

The decrease in revenues of $7,427,907 was primarily related to the revenue of

$7,223,609 recognized in the 2022 period for a uranium concentrate delivery/sale under our supply contract where we delivered 125,000

lbs of uranium concentrate from our prepaid uranium concentrate inventory.

There was not a corresponding uranium concentrate delivery/sale

during the current period.

Revenue from oil and gas wells decreased by $204,298, primarily due to lower prices and lower production volumes

from the oil and gas wells during the year ended December 31, 2023 as compared to the year ended December 31, 2022.

Cost of Revenues

Cost of revenues was $0 for the year ended December

31, 2023 as compared to $4,044,083 for the year ended December 31, 2022.

This increase was a result of recording the cost of the uranium concentrate that

was sold and delivered during the second quarter of 2022.

This decrease was a result of recording the cost of the uranium

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

There was not a corresponding uranium concentrate delivery/sale

during the current period.

Mining Expenditures

Mining expenditures for the year ended

December 31, 2022 were $762,333 as compared to $717,657 for the year ended December 31, 2021.

Mining expenditures for the year ended December

31, 2023 were $2,951,579 as compared to $762,333 for the year ended December 31, 2022.

The increase in mining expenditures of $2,189,246,

$44,676, or 6% was principally attributable to the relative scale and specific project costs of mining operations in 2022 versus

2021 at the Company’s Sunday Mine Complex.

or 287% was principally attributable to scaling up mining activities at the Company’s Sunday Mine Complex.

The increase was principally

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

and increased utilization of mining services and supplies.

Professional Fees

Professional fees for the year ended December 31, 2022 were $493,940

as compared to $365,302 for the year ended December 31, 2021.

The increase in professional fees of $128,638, or 35% was primarily due

to the increased use of professional and advisory services after the reduced utilization in the prior year period due to COVID-19.

Professional fees for the year ended December

31, 2023 were $386,473 as compared to $493,940 for the year ended December 31, 2022.

The decrease in professional fees of $107,467, or

22% was primarily due to replacing outside professional service providers with in-house staff and a decrease of $63,533 in legal fees.

General and Administrative

1 unchanged sentence

ended December 31, 2023 were $1,884,456 as compared to $3,246,171 for the year ended December 31, 2022.

The increase in general and administrative

expense of $2,073,586 was due primarily to a $1,566,520 increase in stock-based compensation expense (the awards granted in 2022 were

intended to provide stock-based compensation for performance in both 2021 and 2022) and a $323,151 increase in payroll expenses for increased

headcount as we build in-house capability to support scaled-up mining operations and related support functions.

The decrease in general and administrative

expense of $1,361,715, or 42% is primarily due to a $1,215,965 decrease in stock-based compensation expense and a $25,351 decrease in

investor relations costs.

Consulting fees

Consulting fees for the year ended December 31, 2022 were $91,626 as

compared to $29,543 for the year ended December 31, 2021.

The increase in consulting fees of $62,083 was principally due to the increased

use of consultants after the reduced utilization in the prior year period due to COVID-19.

Accretion and Interest

Accretion and interest for the year ended

December 31, 2022 was income of $61,414 as compared to income of $16,960 for the year ended December 31, 2021.

The increase of $44,454 was principally attributable to investment interest earned on higher level balances in the 2022 year.

Foreign Exchange

Foreign exchange (loss) gain for the

year ended December 31, 2022 was a loss of $324,610 as compared to a gain of $89,020 for the year ended December 31, 2021.

foreign exchange loss is primarily due to the strengthening of the U.S.

dollar relative to the Canadian dollar in the 2022

Consulting fees for the year ended December 31,

2023 were $304,457 as compared to $91,626 for the year ended December 31, 2022.

The increase in consulting fees of $212,831, or 232% was

principally due to the increased use of consultants for the Maverick Minerals Processing Plant to prepare the permitting application.

Accretion and interest (income) expense, net

Accretion and interest (income) expense, net for

the year ended December 31, 2023 was income of $158,904 as compared to income of $61,414 for the year ended December 31, 2022.

in interest income, net was principally attributable to higher interest rates earned during the year ended December 31, 2023 compared

to the year ended December 31, 2022.

Other expense (income), net

Other expense (income), net for the year ended

December 31, 2023 was expense of $5,598 as compared to income of $4,000 for the year ended December 31, 2022.

The change was principally

attributable to a net loss on the sale of used vehicles during the year ended December 31, 2023 as compared to a gain on the sale of a

used vehicle during the year ended December 31, 2022.

Foreign currency translation adjustment

Foreign currency translation adjustment for the

year ended December 31, 2023 was a gain of $187,123 as compared to a loss of $324,610 for the year ended December 31, 2022.

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

Liquidity and Capital Resources

The Company’s cash and restricted cash

balance as of December 31, 2022 was $10,433,538.

The Company’s cash position is highly dependent on its ability to raise

capital through the issuance of debt and equity and its management of expenditures for mining development and for fulfillment of its

public company reporting responsibilities.

Management believes that in order to finance the development of the mining properties and

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

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

Western will also require additional working

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

This outlook is based on the Company’s

current financial position and is subject to change if opportunities become available based on current exploration program results

and/or external opportunities.

Net cash provided by (used in) operating activities

Net cash provided by operating activities was

$4,550,246 for the year ended December 31, 2022, as compared with $6,154,665 used in operating activities for the year ended December

The increase in cash provided by operating activities of $10,704,911 was due to principally to the cash of $7,223,609 received

during 2022, as compared to the use of cash of $4,085,723 from the purchase of the Uranium contract in 2021, partially offset by additional

cash operating expenses incurred during 2022.

Our cash and cash equivalents and restricted

cash balance as of December 31, 2023 was $9,969,029.

Our cash position is highly dependent on our ability to raise capital through the

issuance of debt and equity and our management of expenditures for mining development and for fulfillment of our public company reporting

responsibilities.

Our management believes that in order to finance the development of the mining properties and Kinetic Separation, to

secure regulatory licenses and to construct the Maverick Minerals Processing Plant for the processing of uranium and vanadium, we will

be required to raise additional capital by way of debt and/or equity.

We will also require additional working capital to continue to

scale-up our mining operations at the Sunday Mine Complex.

This outlook is based on our current financial position and is subject to

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

Net cash (used in) provided by operating activities

Net cash used in operating activities was $4,089,495

for the year ended December 31, 2023, as compared with $4,550,246 provided by operating activities for the year ended December 31, 2022.

The $8,639,741 reduction in cash generated by operating activities was principally due to the cash of $7,223,609 received during 2022

related to the delivery of the uranium during the year ended December 31, 2022.

There was not a corresponding uranium concentrate delivery/sale

during the current period.

Net cash used in investing activities

1 unchanged sentence

for the year ended December 31, 2023, as compared with $1,045,638 for the year ended December 31, 2022.

The increase in cash

used in investing activities of $980,638 was due principally to the purchase of mining equipment and vehicles.

Net cash provided by financing activities

The increase in cash used in investing

activities of $1,358,802 was principally due to the purchase of additional mining equipment and vehicles to increase mining capacity and

to purchase property and equipment for the Maverick Minerals Processing Plant.

Net cash provided by financing activities

for the year ended December 31, 2022 and 2021 were $5,632,273 and $6,309,143, respectively.

During the year ended December 31, 2022

we completed a private placement representing aggregate net proceeds of $3,011,878 and received $2,620,395 from the exercise of

warrants, as compared to the year ended December 31, 2021, where we completed private placements of $4,304,279 and received

$2,004,864 from the exercise of warrants.

Net cash provided by financing activities for

the years ended December 31, 2023 and 2022 were $5,844,411 and $5,632,273, respectively.

The increase in cash provided by financing activities

of $212,138 was principally due to aggregate net proceeds of $4,836,867 from a private placement and proceeds of $1,004,044 from the exercise

of warrants during the year ended December 31, 2023, as compared to aggregate net proceeds of $3,011,878 from a private placement and

proceeds of $2,620,395 from the exercise of warrants the year ended December 31, 2022.

Reclamation Liability

The Company’s mines are subject to certain

asset retirement obligations, which the Company has recorded as reclamation liabilities.

The reclamation liabilities of the United States

mines are subject to legal and regulatory requirements, and estimates of the costs of reclamation are reviewed periodically by the applicable

regulatory authorities.

The reclamation liability represents the Company’s best estimate of the present value of future reclamation

mines are subject to certain asset retirement obligations, which we have 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 our best estimate of the present value of future reclamation

costs in connection with the mineral properties.

The Company determined the gross reclamation liabilities of the mineral properties to

be $751,405 and $740,446 as of December 31, 2022 and December 31, 2021, respectively.

On March 2, 2020, the Colorado Mined Land Reclamation

Board (“MLRB”) issued an order vacating the Van 4 Temporary Cessation, terminating mining operations and ordering commencement

of final reclamation.

The Company has begun the reclamation of the Van 4 Mine.

The reclamation cost is fully covered by the reclamation

bonds posted upon acquisition of the property.

The Company adjusted the fair value of its reclamation obligation for the Van 4 Mine.

portion of the reclamation liability related to the Van 4 Mine and its related restricted cash are included in current liabilities and

current assets, respectively, at a value of $75,057.

The Company expects to begin incurring the reclamation liability after 2054 for all

mines that are not in reclamation and accordingly, has discounted the gross liabilities over their remaining lives using a discount rate

The net discounted aggregated values as of December 31, 2022 and December 31, 2021 were $300,276 and $271,620, respectively.

The gross reclamation liabilities as of December 31, 2022 and December 31, 2021 are secured by financial warranties in the amount of $751,405

and $740,446, respectively.

We determined the gross reclamation liabilities of the mineral properties to be $751,444

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

The portion of the reclamation liability related to the Van

4 Mine, which is in reclamation as of December 31, 2023, and its related restricted cash are included in current liabilities and current

assets, respectively, at a value of $75,057.

We expect to begin incurring

the reclamation liability after 2054 for all mines that are not in reclamation and accordingly, have discounted these gross liabilities

over their remaining lives using a discount rate of 5.4%.

The net discounted aggregated values as of December 31, 2023 and December 31,

2022 were $241,562 and $225,219, respectively, and are included in non-current liabilities.

The gross reclamation liabilities as of December

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

Oil and Gas Lease and Easement

The Company entered into an oil and gas lease that became effective

with respect to minerals and mineral rights owned by the Company of approximately 160 surface acres of the Company’s property in

As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty from the lessee’s revenue

attributed to oil and gas produced, saved, and sold attributable to the net mineral interest.

The Company has also received cash payments

from the lessee related to the easement that the Company is recognizing incrementally over the eight year term of the easement.

On June 23, 2020, the same entity as discussed above elected to extend

the oil and gas lease easement for three additional years, commencing on the date the lease would have previously expired.

the operator completed all well development stages and each of the eight (8) Blue Teal Fed wells commenced oil and gas production by mid-August

During the year ended December 31, 2022 and 2021, the Company recognized

aggregate revenue of $635,363 and $272,142, respectively, under these oil and gas lease arrangements.

The Company expects to receive approximately

$60,000 per month going forward in oil and gas royalties, subject to the price of oil and decline rates.

We entered into an oil and gas lease that became

effective with respect to minerals and mineral rights owned by us of approximately 160 surface acres of our property in Colorado.

As consideration

for entering into the lease, the lessee has agreed to pay us a royalty from the lessee’s revenue attributed to oil and gas produced,

saved, and sold attributable to the net mineral interest.

We have also received cash payments from the lessee related to the easement

that we are recognizing incrementally over the eight year term of the easement.

On June 23, 2020, the same entity as

discussed above elected to extend the oil and gas lease easement for three additional years, commencing on the date the lease would

have previously expired.

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

by August 2021.

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

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

Under the oil and gas lease and easement arrangements,

during the years ended December 31, 2023 and 2022, we recognized aggregate revenue of $431,065 and $635,363, respectively, under these

oil and gas lease arrangements.

Related Party Transactions

The Company has transacted with related parties pursuant to service

arrangements in the ordinary course of business, as follows:

We have transacted with related parties pursuant

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

Prior to the acquisition of Black Range, Mr.

George Glasier, the Company’s

CEO, who is also a director of the Company (“Seller”), transferred his interest in a former joint venture with Ablation Technologies,

LLC to Black Range.

In connection with the transfer, Black Range issued 25 million shares of Black Range common stock to Seller and committed

to pay AUD $500,000 (USD $340,252 as of December31, 2022) to Seller within 60 days of the first commercial application of the Kinetic

Separation technology.

Western assumed this contingent payment obligation in connection with the acquisition of Black Range.

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 $340,252 and $362,794 as of December 31, 2022 and 2021, 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 $55,198 and $34,427 in connection with these arrangement for the years ended December 31, 2022 and 2021, respectively.

The Company is obligated to pay Mr.

Glasier for reimbursable expenses

in the amount of $87,221 and $65,753 December 31, 2022 and 2021, respectively.

Glasier, the Company’s CEO, who is also a director of the Company (“Seller”), transferred his interest in a former joint

venture with Ablation Technologies, LLC to Black Range.

In connection with the transfer, Black Range issued 25 million shares of Black

Range common stock to Seller and committed to pay AUD $500,000 (USD $340,650 as of December 31, 2023) to Seller within 60 days of the

first commercial application of the Kinetic Separation technology.

We 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.

the deferred contingent consideration obligation is probable and the amount is estimable, we recorded the deferred contingent consideration

as an assumed liability in the amount of $340,650 and $340,252 as of December 31, 2023 and 2022, respectively.

We have 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 our rental of office, workshop, warehouse and employee housing facilities.

We incurred rent expense of $71,700 and $55,198 in

connection with these arrangement for the years ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, we purchased

equipment from Silver Hawk Ltd.

We are obligated to pay Mr.

Glasier for reimbursable

expenses in the amount of $84,040 and $87,221, included within accounts payable and accrued expenses, as of December 31, 2023 and 2022,

respectively.

Going Concern

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

losses from our operations and as of December 31, 2022, the Company had an accumulated deficit of $13,875,263 and working capital of $9,568,963.

Since inception, the Company has met its liquidity requirements principally

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

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

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

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

(USD $3,011,878 in net proceeds).

During the year ended December 31, 2022, the Company received $2,620,395 in proceeds from the exercise

In April 2022, the Company delivered 125,000 lbs of uranium concentrate from its prepaid uranium concentrate inventory.

during the year ended December 31, 2022, the Company recorded revenue of $7,223,609 (at a price of approximately $57 per pound).

during the year ended December 31, 2022, the Company earned oil and gas royalty payments of $635,363.

The Company’s ability to continue its operations

and to pay its obligations when they become due is contingent upon the Company obtaining additional financing.

Management’s plans

include seeking to procure additional funds through debt and equity financings, to secure regulatory approval licenses to fully utilize

its Kinetic Separation, to construct a conventional mill for the processing of uranium and vanadium and to incorporate Kinetic Separation

in the processing of ore to generate operating cash flows.

Western will need additional capital to continue ongoing mining operations

by its in-house mining team at the Sunday Mine Complex while simultaneously permitting and construction a processing plant.

There are no assurances that the Company will be able to raise capital

on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current

With the exception of the quarter ended June 30,

2022, we had incurred losses from our operations and as of December 31, 2023, had an accumulated deficit of $18,817,857 and working capital

of $8,970,434.

Since inception, we have met our liquidity requirements

principally through the issuance of notes, the sale of our common shares and from limited revenue sources.

During the year ended December

31, 2023, we received oil and gas royalty and lease revenues of $431,065 and $635,363, respectively.

During the year ended December 31,

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

Our ability to continue our operations and to

pay our obligations when they become due is contingent upon us obtaining additional financing.

Management’s plans include seeking

to procure additional funds through debt and equity financings, to secure regulatory approval licenses to fully utilize our Kinetic Separation,

to construct Maverick Minerals Processing Plant for the processing of uranium and vanadium and to incorporate Kinetic Separation in the

processing uranium and vanadium bearing materials to generate operating cash flows.

We will need additional capital to continue ongoing

mining operations by our in-house mining team at the Sunday Mine Complex while simultaneously permitting and construction a processing

There are no assurances that we will be able to

raise capital on terms acceptable to us or at all, or that cash flows generated from our operations will be sufficient to meet our current

operating costs and required debt service.

If the Company is unable to obtain sufficient amounts of additional capital, it may be required

to reduce the scope of its planned product development, which could harm its financial condition and operating results, or it may not

be able to continue to fund its ongoing operations.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern to sustain operations for at least one year from the issuance of the accompanying financial statements.

The accompanying

consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

If we are unable to obtain sufficient amounts of additional capital, we may be required to

reduce the scope of our planned product development, which could harm our financial condition and operating results, or we may not be

able to continue to fund our ongoing operations.

These conditions raise substantial doubt about our ability to continue as a going concern

to sustain operations for at least one year from the issuance of the accompanying financial statements.

The accompanying consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Off Balance Sheet Arrangements

As of December 31, 2022, there were no off-balance sheet transactions.

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

As of December 31, 2023, there were no off-balance

sheet transactions.

We have not entered into any specialized financial agreements to minimize our investment risk, currency risk or commodity

Critical Accounting Estimates and Policies

The preparation of these consolidated financial statements requires

management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date

of the consolidated financial statements and reported amounts of expenses during the reporting period.

The preparation of these consolidated financial

statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities

at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.

Significant assumptions about the future and other

10 unchanged sentences

FINANCIAL STATEMENTS AND SUPPLEMENTARY

This information appears following Item 17 of this report and is included

herein by reference.

This information appears following Item 16 of this report

and is included herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

2 unchanged sentences

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 7. Management’s Discussion and Analysis