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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-17 · 832 added, 708 removed, 797 unchanged (66% of the section changed)

19 unchanged sentences

likely will not be able to remediate its material weaknesses.

Management’s Annual Report on Internal Control Over Financial

Management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures

that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made

only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on

the financial statements.

This annual report does not include an attestation report of our independent

registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation

by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection

Act that grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting

identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred

during the Company’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

Management’s Annual Report on Internal

Control Over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes

in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those

policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of

the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that

could have a material effect on the financial statements.

This annual report does not include an

attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to a

provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act that grants a permanent exemption for non-accelerated

filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control

over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange

Act that occurred during the Company’s fourth fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

OTHER INFORMATION.

7 unchanged sentences

Chief Financial Officer

Michael Rutter

Chief Operating Officer (effective January 30,

Director, Chairman

1 unchanged sentence

Executive Officers

George Glasier, J.D ., founded Western Uranium & Vanadium

George Glasier, J.D ., founded Western

Uranium & Vanadium Corp.

and has served as a Director and as President and Chief Executive Officer since 2014.

He has over thirty years’ experience

in the uranium industry in the United States, with extensive experience in sales and marketing;

project development and permitting uranium

processing facilities.

He has over thirty

years’ experience in the uranium industry in the United States, with extensive experience in sales and marketing;

project development

and permitting uranium processing facilities.

He is the founder of Energy Fuels Inc.

(Volcanic Metals Exploration Inc.) and served as its Chief Executive Officer

and President from January 2006 to March 2010.

He was responsible for assembling a first-class management team, acquiring a portfolio

of uranium projects, and leading the successful permitting process that culminated in the licensing of the Piñon Ridge uranium

(Volcanic Metals Exploration Inc.) and served as

its Chief Executive Officer and President from January 2006 to March 2010.

He was responsible for assembling a first-class management

team, acquiring a portfolio of uranium projects, and leading the successful permitting process that culminated in the licensing of the

Piñon Ridge uranium mill;

planned for construction in Western Montrose County, Colorado.

He began his career in the uranium industry in the late 1970’s

with Energy Fuels Nuclear, which built and operated the White Mesa Mill near Blanding, Utah, becoming the largest uranium producer in

the United States.

Robert Klein has served as Chief Financial Officer of

Western Uranium & Vanadium Corp since 2016.

He is in charge of accounting and finance, and is closely involved in capital markets

activities, corporate transactions, investor relations, public relations, and legal, and compliance.

He began his career in the uranium industry

in the late 1970’s with Energy Fuels Nuclear, which built and operated the White Mesa Mill near Blanding, Utah, becoming the largest

uranium producer in the United States.

Robert Klein has served as Chief

Financial Officer of Western Uranium & Vanadium Corp since 2016.

He is in charge of accounting and finance, and is closely involved

in capital markets activities, corporate transactions, investor relations, public relations, and legal, and compliance.

Formerly, Mr.

Klein served as Vice

President Finance and had leading roles in reporting, corporate transactions, and Western’s public listings on the CSE and OTCQX.

Klein was formerly the Chief Operating Officer of Cross River Group and began his association with Western on an Operating Partner

basis after the formation of Western’s predecessor company, Pinon Ridge Mining, LLC.

Klein served as Vice President Finance and had leading roles in reporting, corporate transactions, and Western’s public listings

on the CSE and OTCQX.

Klein was formerly the Chief Operating Officer of Cross River Group and began his association with Western on

an Operating Partner basis after the formation of Western's predecessor company, Pinon Ridge Mining, LLC.

Previously, Mr.

Klein was a Managing Director at

Analytical Research, an alternative investments research firm.

He has a broad financial background derived from senior operating and investment

roles with asset managers and through Exeter Analytics, a consulting firm he founded.

Klein was formerly the CFO of Five Points Capital,

a hedge fund spin-out from Soros Fund Management.

After having begun his career in public accounting, Mr.

Klein worked for Lehman Brothers,

an investment bank, and William E.

Managing Director at Analytical Research, an alternative investments research firm.

He has a broad financial background derived from senior

operating and investment roles with asset managers and through Exeter Analytics, a consulting firm he founded.

Klein was formerly

the CFO of Five Points Capital, a hedge fund spin-out from Soros Fund Management.

After having begun his career in public accounting,

Klein worked for Lehman Brothers, an investment bank, and William E.

Simon & Sons, a merchant bank and private investment firm.

Rob earned the Chartered Financial Analyst

designation, received an M.B.A.

Rob earned the Chartered Financial Analyst designation, received an M.B.A.

from the Robert H.

Smith School of Business at the University of Maryland and a B.S.

in Accounting from

George Mason University.

Smith School of Business at the University

of Maryland and a B.S.

in Accounting from George Mason University.

Michael Rutter has

served as the Chief Operating Officer (“COO”) of Western Uranium & Vanadium since January 30, 2024.

Rutter is in charge of Western's mining and milling operations;

all operations teams report to Mr.

staff, procures equipment and is responsible for the maintenance and scaling-up of activities at Western's resource properties.

Beginning in 2016 and until he was appointed COO, Mr.

Rutter served as Western’s Vice President of Operations, serving

part-time until 2022 and then full-time since.

In his role as Vice President of Operations, Mr.

Rutter was in charge of overseeing

resource properties and the advancement of Kinetic Separation.

He was the project coordinator for the development of all of

Western’s resource properties and spearheaded efforts at the Sunday Mine Complex, and certain reclamation projects.

prior period from 2014 to 2016, Mr.

Rutter provided services to Western as a consultant on a part-time basis.

experience also included working for Veolia Nuclear Solutions Federal Services during 2014 through 2022, where Mr.

Rutter oversaw

electrical and mechanical operations at the Paradox Valley Unit of the Colorado River Basin Salinity Control Program and working for

Energy Fuels Inc.

from 2007 through 2014 as Maintenance and Operations Superintendent in uranium production in Utah, Colorado and

Non-Employee Directors

Andrew Wilder serves as

a Director and the Chairman of the Audit Committee for Western Uranium & Vanadium Corporation, positions he has held since 2014.

is the Founder and the Chief Executive Officer of Cross River Infrastructure Partners, a platform designed to accelerate global sustainability

Andrew Wilder serves

as a Director and the Chairman of the Audit Committee for Western Uranium & Vanadium Corporation, positions he has held since 2014.

He is the Founder and the Chief Executive Officer of Cross River Infrastructure Partners, a platform designed to accelerate global sustainability

through the development and construction of infrastructure projects deploying transformative industrial technologies.

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capturing and sequestering carbon emissions, generating green hydrogen and ammonia, generating clean power with advanced small modular

nuclear reactors, and upcycling biowaste into renewable natural gas.

Wilder is also currently a Board Member for Bedford 2030, a community-based

climate action non-profit organization for the Township of Bedford, New York.

In 2011, prior to launching Cross River Infrastructure Partners,

Wilder founded and managed the Cross River Group, an advisory business providing capital and business development services to alternative

asset managers and institutions.

Wilder co-founded and served as Chief Operating and Chief Financial Officer for North Sound

Capital LLC, an equity hedge fund manager with $3 billion peak assets under management.

Wilder’s prior career included serving

as a Manager in the audit group of Deloitte.

Wilder received the Chartered Accountant (Canada) designation, holds the CFA designation,

and received an MBA from the University of Toronto and a BA from the University of Western Ontario.

Bryan Murphy has served as a

Director of Western Uranium & Vanadium Corp.

He is the founder of Magellan Limited, an advisory firm focusing on providing

strategic, M&A, and financial advisory services and currently serves as CFO and Head of Finance for Biome Renewables Inc., an early-stage

renewable energy innovation and industrial design company.

nuclear reactors, and upcycling bio-waste into renewable natural gas.

Wilder is also currently a Board Member for Bedford 2030, a

community-based climate action non-profit organization for the Township of Bedford, New York.

In 2011, prior to launching Cross River

Infrastructure Partners, Mr.

Wilder founded and managed the Cross River Group, an advisory business providing capital and business development

services to alternative asset managers and institutions.

Wilder co-founded and served as Chief Operating and Chief Financial

Officer for North Sound Capital LLC, an equity hedge fund manager with $3 billion peak assets under management.

Wilder’s prior

career included serving as a Manager in the audit group of Deloitte.

Wilder received the Chartered Accountant (Canada) designation,

holds the CFA designation, and received an MBA from the University of Toronto and a BA from the University of Western Ontario.

Bryan Murphy has

served as a Director of Western Uranium & Vanadium Corp.

He is the founder of Magellan Limited, an advisory firm focusing

on providing strategic, M&A, and financial advisory services and currently serves as CFO and Head of Finance for Biome Renewables

Inc., an early stage renewable energy innovation and industrial design company.

Formerly, Mr.

Murphy was Co-Founder and Managing Partner of Quest Partners,

a boutique investment bank that focuses on the provision of M&A, corporate finance, and business strategy services.

In these capacities,

Murphy has developed extensive international experience and relationships advising high-growth businesses across North America, Europe,

and the Middle East.

Murphy was Co-Founder and Managing Partner

of Quest Partners, a boutique investment bank that focuses on the provision of M&A, corporate finance, and business strategy services.

In these capacities, Mr.

Murphy has developed extensive international experience and relationships advising high-growth businesses across

North America, Europe, and the Middle East.

In the prior dozen years, Mr.

Murphy held senior management roles at Canadian Tire Corporation overseeing divisions

and business lines.

Murphy held senior management roles at Canadian Tire Corporation

overseeing divisions and business lines.

Additionally, Mr.

Murphy was formerly a board member of Covenant House Toronto, one of Canada’s largest homeless

youth agencies.

Bryan has an Honours Bachelor of Arts in Business Administration majoring in Finance and an MBA with Distinction from

the University of Western Ontario Richard Ivey School of Business.

Bryan earned the ICD.D designation from the Rotman School of Management

at the University of Toronto and the Institute of Corporate Directors.

Murphy was formerly a board member of Covenant House Toronto, one of Canada’s

largest homeless youth agencies.

Bryan has an Honours Bachelor of Arts in Business Administration majoring in Finance and an MBA with

Distinction from the University of Western Ontario Richard Ivey School of Business.

Bryan earned the ICD.D designation from the Rotman

School of Management at the University of Toronto and the Institute of Corporate Directors.

Involvement of Officers and Directors in

Certain Legal Proceedings

During the past ten years, none of the persons

serving as our executive officers and/or directors have been the subject of any of the following legal proceedings that are required to

be disclosed pursuant to Item 401(f) of Regulation S-K, including:

(a) any bankruptcy petition filed by or against any business of which

such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic violations and other minor

(c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities;

(d) any finding by a court, the SEC or the CFTC to have violated a federal

or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or

regulation prohibiting mail or wire fraud in connection with any business entity;

or (e) any sanction or order of any self-regulatory

organization, any registered entity, or any equivalent exchange, association, entity or other organization that has disciplinary authority

over its members or persons associated with a member.

Further, no such legal proceedings are believed to be contemplated by governmental

authorities against any director or executive officer.

During the past ten years,

none of the persons serving as our executive officers and/or directors have been the subject of any of the following legal proceedings

that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including:

(a) any bankruptcy petition filed by or against

any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years

prior to that time;

(b) any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic

violations and other minor offenses);

otherwise limiting his involvement in any type of business, securities or banking activities;

(d) any finding by a court, the SEC or the

CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance

companies, or any law or regulation prohibiting mail or wire fraud in connection with any business entity;

or (e) any sanction or order

of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or other organization that

has disciplinary authority over its members or persons associated with a member.

Further, no such legal proceedings are believed to be

contemplated by governmental authorities against any director or executive officer.

Family Relationships

There are no family relationships among our

directors and executive officers.

There are no family relationships

among our directors and executive officers.

Code of Ethics

We have adopted a code of ethics that applies

to our officers, directors, employees and consultants.

A copy of the code of ethics will be sent, free of charge, to any person who sends

a written request for a copy to Western Uranium & Vanadium Corp., 330 Bay Street, Toronto, Ontario, Canada M5H 2S8.

Insider Trading Policy and Procedures

We have adopted a Disclosure, Confidentiality

and Insider Trading Policy that includes insider trading policies and procedures that we believe are reasonably designed to promote compliance

with applicable insider trading laws, rules and regulations and the CSE’s continued listing standards.

We have adopted a code

of ethics that applies to our officers, directors, employees and consultants.

A copy of the code of ethics will be sent, free of charge,

to any person who sends a written request for a copy to Western Uranium & Vanadium Corp., 330 Bay Street, Toronto, Ontario, Canada

Insider Trading Policy

and Procedures

We have adopted a Disclosure,

Confidentiality and Insider Trading Policy that includes insider trading policies and procedures that we believe are reasonably designed

to promote compliance with applicable insider trading laws, rules and regulations and the CSE’s continued listing standards.

Audit Committee

Western has established a separately designated

audit committee of the board of directors (the “Board”) consisting of Andrew Wilder, George Glasier, and Bryan Murphy.

audit committee is responsible for oversight of audits, corporate governance, board nominations, and executive compensation.

has determined that one of its members, Andrew Wilder, who has previously served as Western’s Chief Financial Officer, qualifies

as an “audit committee financial expert”.

Western has established

a separately designated audit committee of the board of directors (the “Board”) consisting of Andrew Wilder, George Glasier,

and Bryan Murphy.

Our audit committee is responsible for oversight of audits, corporate governance, board nominations, and executive compensation.

The Board has determined that one of its members, Andrew Wilder, who has previously served as Western’s Chief Financial Officer,

qualifies as an “audit committee financial expert”.

We have also determined that Mr.

Wilder and Mr.

Murphy are independent directors

as defined in Nasdaq Listing Rule 5605(a)(2).

Murphy are independent

directors as defined in Nasdaq Listing Rule 5605(a)(2).

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding

compensation earned by our named executive officers:

The following table sets forth information regarding compensation earned

by our named executive officers:

Name and Principal Position

Compensation ($)

Stock Awards ($)

Option Awards ($)

All Other Compensation ($)

George Glasier (1)

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Chief Financial Officer

On December 20, 2023, Mr.

Glasier was granted

an incentive stock option to purchase 250,000 of our common shares at an exercise price of CAD $1.60 per share which expires five years

from each of the respective vesting dates.

This option will vest in three installments:

one-third on January 31, 2024, one-third on July

31, 2024 and one-third on January 31, 2025.

For the year ended December 31, 2023, Mr.

Glasier received a reimbursement of $15,000 in

lieu of participation in Western’s health plan, which was initiated in 2023.

On February 10, 2022, Mr.

Glasier was granted an option to purchase

200,000 of our common shares at an exercise price of CAD $1.76 per share which expires five years from the date of issuance.

vested in three installments:

one-third on the date of grant, one-third on April 1, 2022 and one-third on July 1, 2022.

On October 31,

Glasier was granted an option to purchase 300,000 of our common shares at an exercise price of CAD $1.60 per share which expires

five years from the date of issuance.

This option vests in two installments:

Glasier was granted

an incentive stock option to purchase 200,000 of our common shares at an exercise price of CAD $1.76 per share which expires five years

from each of the respective vesting dates.

This option vested in three installments:

one-third on the date of grant, one-third on April

1, 2022 and one-third on July 1, 2022.

On October 31, 2022, Mr.

Glasier was granted an incentive stock option to purchase 300,000 of

our common shares at an exercise price of CAD $1.60 per share which expires five years from each of the respective vesting dates.

option vested in two installments:

one-half on the date of grant and one-half on April 30, 2023.

On December 20, 2023, Mr.

Klein was granted an

incentive stock option to purchase 250,000 of our common shares at an exercise price of CAD $1.60 per share which expires five years from

each of the respective vesting dates.

This option will vest in three installments:

one-third on January 31, 2024, one-third on July 31,

2024 and one-third on January 31, 2025.

For the year ended December 31, 2023, Mr.

Klein received a reimbursement of $15,000 in lieu of

participation in Western’s health plan, which was initiated in 2023.

On February 10, 2022, Mr.

Klein was granted an option to purchase 200,000

of our common shares at an exercise price of CAD $1.76 per share which expires five years from the date of issuance.

This option vested

in three installments:

one-third on the date of grant, one-third on April 1, 2022 and one-third on July 1, 2022.

On October 31, 2022,

Klein was granted an option to purchase 300,000 of our common shares at an exercise price of CAD $1.60 per share which expires five

years from the date of issuance.

This option vests in two installments:

Klein was granted an incentive

stock option to purchase 200,000 of our common shares at an exercise price of CAD $1.76 per share which expires five years from each of

the respective vesting dates.

This option vested in three installments:

one-third on the date of grant, one-third on April 1, 2022 and

one-third on July 1, 2022.

On October 31, 2022, Mr.

Klein was granted an incentive stock option to purchase 300,000 of our common shares

at an exercise price of CAD $1.60 per share which expires five years from each of the respective vesting dates.

This option vested in

two installments:

one-half on the date of grant and one-half on April 30, 2023.

1 unchanged sentence

George Glasier

On February 8, 2017, the Company entered into an employment agreement

with George Glasier, its Chief Executive Officer.

The employment agreement automatically renews each year unless either party provides

a 90-day advance written notice of their desire to not renew the agreement.

The employment agreement provides for a base salary of $180,000

per year, the amount of which is subject to review by the board of directors at least annually.

The agreement also provides for a discretionary

annual cash bonus to be determined by the Board.

On May 30, 2019, the Board approved an addendum to Mr.

Glasier’s employment agreement,

increasing his annual base salary from $180,000 to $220,000.

In December 2021, the Board approved an increase to Mr.

Glasier’s base

salary from $220,000 to $250,000.

Pursuant to the employment agreement, if the Company terminates the employment agreement without cause,

or if a change of control occurs, the Company is required to pay to Mr.

Glasier a lump sum payment equal to two and one-half times his

annual base salary.

On November 12, 2020, the Company entered into a new employment agreement

with its Chief Financial Officer, Robert Klein.

The agreement was effective as of October 1, 2020 and has an initial term that ends on

September 30, 2021.

The agreement will automatically renew for successive annual terms unless either party provides a 90-day advance written

notice of their intention not to renew.

The Agreement provides for a base salary of $150,000 per year, the amount of which is subject

to review by the board of directors at least annually.

On February 8, 2017, the Company entered into

an employment agreement with George Glasier, its Chief Executive Officer.

The employment agreement automatically renews each year unless

either party provides a 90-day advance written notice of their desire to not renew the agreement.

The employment agreement provides for

a base salary of $180,000 per year, the amount of which is subject to review by the board of directors at least annually.

The agreement

also provides for a discretionary annual cash bonus to be determined by the Board.

On May 30, 2019, the Board approved an addendum to

Glasier’s employment agreement, increasing his annual base salary from $180,000 to $220,000.

In December 2021, the Board approved

an increase to Mr.

Glasier’s base salary from $220,000 to $250,000.

Pursuant to the employment agreement, if the Company terminates

the employment agreement without cause, or if a change of control occurs, the Company is required to pay to Mr.

Glasier a lump sum payment

equal to two and one-half times his annual base salary.

On November 12, 2020, the Company entered into

a new employment agreement with its Chief Financial Officer, Robert Klein.

The agreement was effective as of October 1, 2020 and has an

initial term that ends on September 30, 2021.

The agreement will automatically renew for successive annual terms unless either party provides

a 90-day advance written notice of their intention not to renew.

The Agreement provides for a base salary of $150,000 per year, the amount

of which is subject to review by the board of directors at least annually.

Under the agreement, Mr.

Klein is eligible to receive bonuses after the end of

each calendar year or earlier in the discretion of the Board, and a bonus will also be considered upon the closing of a strategic transaction

by the Company.

Klein is eligible to receive bonuses

after the end of each calendar year or earlier in the discretion of the Board, and a bonus will also be considered upon the closing of

a strategic transaction by the Company.

The agreement provides that Mr.

Klein is eligible to participate generally in any employee benefit plan of the Company

or its affiliates and to receive annual stock option grants under the Company’s incentive stock option plan in amounts to be determined

and approved by the Board.

Outstanding Equity

The following table sets forth unexercised options,

unvested stock and equity incentive plan awards outstanding for our named executive officers as of December 31, 2022.

Outstanding Option Awards at Fiscal Year-End

unexercisable

Klein is eligible to participate generally in any employee benefit

plan of the Company or its affiliates and to receive annual stock option grants under the Company’s incentive stock option plan

in amounts to be determined and approved by the Board.

Outstanding Equity Awards Table

The following table sets forth unexercised options, unvested stock

and equity incentive plan awards outstanding for our named executive officers as of December 31, 2023.

Outstanding Option Awards at December 31,

Number of securities

underlying unexercised

options (#) exercisable

Number of securities

underlying unexercised

options (#) unexercisable

exercise price

George Glasier

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Bryan Murphy (2)

Wilder is paid a CAD $2,000 monthly fee for his services as a Director.

During the year ended December 31, 2023, the Company incurred $18,444 in director fees for Mr.

Wilder’s services.

On February 10, 2022, Mr.

Wilder was granted an option to purchase 200,000 of our common shares at an exercise price of CAD $1.76 per share which expires five years from the date of issuance.

This option vested in three installments:

one-third on the date of grant, one-third on April 1, 2022 and one-third on July 1, 2022.On October 31, 2022, Mr.

Wilder was granted an option to purchase 300,000 of our common shares at an exercise price of CAD $1.60 per share which expires five years from the date of issuance.

This option vests in two installments:

one-half on the date of grant and one-half on April 30, 2023.

Murphy is paid a CAD$5,000 monthly fee for his services as Chairman and Director.

Wilder’s services as a Director.

On December 20, 2023, Mr.

Wilder was granted an incentive stock option to purchase 250,000 of our common shares at an exercise price of CAD $1.60 per share which expires five years from each of the respective vesting dates.

This option will vest in three installments:

one-third on January 31, 2024, one-third on July 31, 2024 and one-third on January 31, 2025.

During the year ended December 31, 2023, the Company incurred $44,443 in director fees for Mr.

Murphy’s services.

On February 10, 2022, Mr.

Murphy was granted an option to purchase 200,000 of our common shares at an exercise price of CAD $1.76 per share which expires five years from the date of issuance.

This option vested in three installments:

one-third on the date of grant, one-third on April 1, 2022 and one-third on July 1, 2022.

On October 31, 2022, Mr.

Murphy was granted an option to purchase 300,000 of our common shares at an exercise price of CAD $1.60 per share which expires five years from the date of issuance.

This option vests in two installments:

one-half on the date of grant and one-half on April 30, 2023.

Murphy’s services as Chairman and Director.

On December 20, 2023, Mr.

Murphy was granted an incentive stock option to purchase 250,000 of our common shares at an exercise price of CAD $1.60 per share which expires five years from each of the respective vesting dates.

This option will vest in three installments:

one-third on January 31, 2024, one-third on July 31, 2024 and one-third on January 31, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial

ownership of our class of common shares as of April 17, 2023 by:

The following table sets forth information with

respect to the beneficial ownership of our class of common shares as of April 15, 2024 by:

each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding common shares;

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all of our directors and executive officers as a group.

The amounts and percentages of common shares beneficially owned are

reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

The information relating

to our 5% beneficial owners is based on information we received from such holders.

Under the rules of the SEC, a person is deemed to be

a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the

voting of a security, or investment power, which includes the power to dispose of or to direct the disposition of a security.

is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not

for purposes of computing any other person’s percentage.

Under these rules, more than one person may be deemed a beneficial owner of the

same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise set forth in the footnotes to the table below,

the address of persons listed below is c/o Western Uranium & Vanadium Corp., 330 Bay Street, Suite 1400, Toronto, Ontario, Canada

Unless otherwise indicated in the footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment

power with respect to the indicated common shares.

The amounts and percentages of common shares

beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of

The information relating to our 5% beneficial owners is based on information we received from such holders and information that is publicly available in Schedule 13Ds and Schedule 13Gs filed with the SEC.

rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power,

which includes the power to vote or direct the voting of a security, or investment power, which includes the power to dispose of or

to direct the disposition of a security.

A person is also deemed to be a beneficial owner of any securities of which that person has

a right to acquire beneficial ownership within 60 days.

Securities that can be so acquired are deemed to be outstanding for

purposes of computing such person's ownership percentage, but not for purposes of computing any other person's percentage.

these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a

beneficial owner of securities as to which such person has no economic interest.

Except as otherwise set forth in the footnotes

to the table below, the address of persons listed below is c/o Western Uranium & Vanadium Corp., 330 Bay Street, Suite 1400, Toronto,

Ontario, Canada M5H 2S8.

Unless otherwise indicated in the footnotes, each of the beneficial owners listed has, to our knowledge, sole

voting and investment power with respect to the indicated common shares.

Name of Beneficial Owner

Percentage of

Common Shares (1)

5% or Greater Shareholders:

George Glasier

George Glasier, CEO

5,635,868 (2)

Sahar Benenson

MMCAP International Inc.

5,613,483 (3)

2 unchanged sentences

Directors and Named Executive Officers:

George Glasier

George Glasier, CEO

5,635,868 (2)

Robert Klein, CFO

Michael Rutter, COO

Andrew Wilder

1,001,017 (7)

All executive officers and directors as a group (5 persons)

4 unchanged sentences

Glasier disclaims.

Consists of 2,545,800 common shares beneficially owned jointly by Mr.

by his spouse, Brooke Benenson, 474,300 common shares owned solely by Mr.

Benenson and 650,000 common shares issuable upon the exercise

of warrants beneficially owned by Mr.

See Note (4).

Consists of 2,545,800 common shares beneficially owned jointly by Ms.

Benenson and by her spouse, Sahar Benenson, and 150,000 common shares issuable upon the exercise of warrants beneficially owned by Ms.

See Note (3).

Consists of 875,000 common shares issuable upon the exercise of stock options held by Mr.

Consists of 4,645,566

common shares and 967,917 common shares issuable upon the exercise of warrants beneficially owned by MMCAP International Inc.

Consists of 2,977,838 outstanding

common shares.

Consists of 38,358 common shares and 708,333 common shares issuable upon the exercise of stock options held by Mr.

Consists of 13,517 common shares beneficially owned directly, 31,250 common shares beneficially owned indirectly through Magellan Limited, 31,250 common shares issuable upon the exercise of warrants beneficially owned indirectly through Magellan Limited, and 925,000 common shares issuable upon the exercise of stock options held by Mr.

Consists of 4,143 common shares and 325,000 common

shares issuable upon the exercise of stock options held by Mr.

Consists of 708,333 common shares issuable upon the exercise of stock options held by Mr.

Consists of 54,247 common shares beneficially owned directly, 62,500 common shares beneficially owned indirectly through Magellan Limited, and 666,667 common shares issuable upon the exercise of stock options held by Mr.

Equity Compensation Plan Information

2 unchanged sentences

Shareholders of the Company approved

the Plan on June 30, 2008 and amendments to the Plan on June 20, 2013, and the board of directors approved additional changes to the Plan

on September 12, 2015 and as of October 1, 2021.

The Plan was amended on October 1, 2021 to allow for the cashless exercise of stock options,

among other things.

the Plan on June 30, 2008 and amendments to the Plan on June 20, 2013.

The board of directors approved additional changes to the Plan

on September 12, 2015.

On October 1, 2021, the Company further amended the Plan.

On May 24, 2023, the Board of Directors approved and

on June 29, 2023 the shareholders approved an amendment to the Plan.

The purpose of the Plan is to attract, retain

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options are granted.

At December 31, 2022, a total of 43,602,565common shares were outstanding, and at that date the maximum number of

stock options eligible for issue under the Plan was 4,360,257.

A stock option exercise price shall not be less than the most recent share

issuance price.

The maximum term is five years.

There are no specific vesting provisions under the Plan.

Options are non-assignable and

non-transferable.

As of December 31, 2023, a total of 50,002,089 common shares were outstanding.

As of December 31, 2023, the maximum

number of stock options eligible to be issued under the Plan would be 5,000,208, and net of 4,917,666 options outstanding as of December

31, 2023, there remain 82,543 stock options available to be issued under the Plan.

The Plan provides that if an optionee's employment

18 unchanged sentences

As of December 31, 2023

Plan Category

securities to

securities remaining

securities remaining available for future issuance

Plan Category

Equity compensation plans approved by shareholders

3 unchanged sentences

Transactions with Related Persons

The Company has transacted with related parties pursuant to service

arrangements in the ordinary course of business, as follows:

Prior to the acquisition of Black Range, Mr.

George Glasier, the Company’s

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

to Black Range.

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

1 unchanged sentence

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.

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

date of the acquisition of Black Range, this contingent obligation was determined to be probable.

Since the deferred contingent consideration

1 unchanged sentence

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

The Company has multiple lease arrangements with Silver

Hawk Ltd., an entity which is owned by George Glasier and his wife Kathleen Glasier.

These leases, which are all on a month-to-month basis,

are for the Company’s rental of office, workshop, warehouse and employee housing facilities The Company incurred rent expense of

$55,198 and $34,427 in connection with these arrangement for the years ended 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 rental of office, workshop, warehouse and employee housing facilities.

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

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

During the year ended December 31, 2023, the Company purchased equipment

from Silver Hawk Ltd.

The Company is obligated to pay Mr.

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

2023 and 2022, respectively.

Director Independence

The board of directors facilitates its exercise of independent supervision

over management by ensuring representation on the Board by directors who are independent of management and by promoting frequent interaction

and feedback.

Directors are considered to be independent if they have no direct or

indirect material relationship with the Company.

A “material relationship” is a relationship which could, in the view of the

Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Company’s Board currently consists of three directors.

Andrew Wilder and Bryan Murphy are independent directors based upon the tests for independence set forth in National Instrument 52-110 Audit

SEC rules require a separate determination of independence of the Company’s

directors based on the definition of independence of a U.S.

national securities exchange or inter-dealer quotation system which has

requirements that a majority of the board of directors be independent.

Because the Company’s common shares are not currently listed

on a national securities exchange, it currently uses the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence.

The board of directors facilitates its exercise

of independent supervision over management by ensuring representation on the Board by directors who are independent of management and

by promoting frequent interaction and feedback.

Directors are considered to be independent if

they have no direct or indirect material relationship with the Company.

A “material relationship” is a relationship which

could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Company’s Board currently consists of

three directors.

Currently, Andrew Wilder and Bryan Murphy are independent directors based upon the tests for independence set forth in

National Instrument 52-110 Audit Committees .

SEC rules require a separate determination of

independence of the Company’s directors based on the definition of independence of a U.S.

national securities exchange or inter-dealer quotation

system which has requirements that a majority of the board of directors be independent.

Because the Company’s common shares are

not currently listed on a national securities exchange, it currently uses the definition in Nasdaq Listing Rule 5605(a)(2) for determining

director independence.

Under that definition, Andrew Wilder and Bryan Murphy would be considered independent directors.

Wilder and Mr.

Murphy would also

be considered independent directors under Rule 5605(c)(2)’s provisions relating to audit committee composition.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Murphy would also be considered independent directors under Rule 5605(c)(2)’s provisions relating to audit committee composition.

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

The following table sets forth the aggregate fees

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statements are being filed as part of this Annual Report.

Financial Statements of Western Uranium & Vanadium Corp.

Consolidated Financial Statements of Western Uranium & Vanadium Corp.

and Subsidiaries

1 unchanged sentence

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2022 and December 2021

Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023 and 2022

46 unchanged sentences

Previously filed as an exhibit to the Company’s Form 10-K filed on April 15, 2022

Previously filed as an exhibit to the Company’s Form 10-K filed on April 17, 2023

Previously filed as an exhibit to the Company’s Proxy filed on May 31, 2023

FORM 10-K SUMMARY

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

WESTERN URANIUM & VANADIUM CORP.

1 unchanged sentence

/s/ George Glasier

George Glasier

Chief Executive Officer and President

2 unchanged sentences

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

April 16, 2024

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Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F-6

Notes to Consolidated Financial Statements F-7

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Board of Directors and Shareholders of Western Uranium & Vanadium Corp.

of Directors and Shareholders of Western Uranium & Vanadium Corp.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Western Uranium & Vanadium Corp.

(the Company) as of December 31, 2022

and 2021, and the related consolidated statements of operations and other comprehensive loss, changes in shareholders’ equity,

and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements).

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Company as of December 31, 2022 and 2021, and the results of its consolidated operations and its consolidated cash flows for the years

then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Western Uranium & Vanadium Corp.

and subsidiaries (the Company) as of December 31, 2023 and 2022, and the related

consolidated statements of operations and other comprehensive loss, changes in shareholders’ equity, and cash flows for each of

the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly,

in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and the results of its

consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2023, in conformity

with accounting principles generally accepted in the United States of America.

Uncertainty Related to Going Concern

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Licensed Public Accountants

have served as the Company’s auditor since 2015.

We have served

as the Company’s auditor since 2015.

April 16, 2024

URANIUM & VANADIUM CORP.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

(Stated in USD)

As of December 31,

Current assets:

Cash and cash equivalents

Restricted cash, current portion

Prepaid uranium concentrate inventory

Prepaid expenses

3 unchanged sentences

Restricted cash, net of current portion

Mineral properties and equipment, net

Property, plant & equipment and mineral properties, net

Kinetic separation intellectual property

3 unchanged sentences

Reclamation liability, current portion

Subscription payable

Deferred revenue, current portion

3 unchanged sentences

Deferred contingent consideration

Deferred revenue, net of current portion

Total liabilities

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( 13,875,263 )

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

Total shareholders' equity

Total liabilities and shareholders' equity

accompanying notes are an integral part of these consolidated financial statements.

URANIUM & VANADIUM CORP.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER

COMPREHENSIVE LOSS

(Stated in USD)

For the Years Ended

7 unchanged sentences

( 5,095,900 )

Accretion and interest

Settlement expense

Accretion and interest (income) expense, net

Other expense (income), net

( 4,942,594 )

Other comprehensive loss

Foreign exchange (loss) gain

Foreign currency translation adjustment

Comprehensive loss

3 unchanged sentences

Weighted average shares outstanding - basic and diluted

accompanying notes are an integral part of these consolidated financial statements.

URANIUM & VANADIUM CORP.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'

(Stated in USD)

Common Shares

3 unchanged sentences

$ ( 13,161,496 )

Private placement - February 16, 2021, net of offering costs

Private placement - March 1, 2021, net of offering costs

Private placement - December 17, 2021, net of offering costs

Private placement - January 20, 2022, net of offering costs

Proceeds from the exercise of warrants

Cashless exercise of stock options

Foreign exchange gain

( 2,074,037 )

Stock based compensation - stock options

Foreign currency translation adjustment

Balance as of December 31, 2022

$ ( 13,875,263 )

Private placement - January 20, 2022, net of offering costs

$ ( 261,132 )

Private placement - December 12, 2023, net of offering costs

Proceeds from the exercise of warrants

1 unchanged sentence

Stock based compensation - stock options

Foreign exchange loss

Balance as of December 31, 2022

Foreign currency translation adjustment

( 4,942,594 )

accompanying notes are an integral part of these consolidated financial statements.

URANIUM & VANADIUM CORP.

Balance as of December 31, 2023

$ ( 18,817,857 )

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in USD)

For the Years Ended

Cash Flows From (Used in) Operating Activities:

Cash Flows (Used In) Provided By Operating Activities:

$ ( 4,942,594 )

$ ( 713,767 )

Reconciliation of net loss to cash provided by (used in) operating activities:

Reconciliation of net loss to cash (used in) provided by operating activities:

Loss on the sale of equipment

Accretion of reclamation liability

3 unchanged sentences

Prepaid uranium concentrate inventory

( 4,085,723 )

Prepaid expenses and other current assets

4 unchanged sentences

Contingent consideration

Net cash provided by (used in) operating activities

Net cash (used in) provided by operating activities

( 4,089,495 )

Cash Flows Used In Investing Activities

Purchase of mineral properties and equipment

Purchase of property, plant & equipment and mineral properties

( 2,404,440 )

( 1,045,638 )

Net cash used in investing activities

( 2,404,440 )

Cash Flows From Financing Activities

( 1,045,638 )

Cash Flows Provided By Financing Activities

Proceeds from private placements, net

Proceeds from warrant exercises

Issuances of common shares, net of offering costs

Cash received from note receivable

Net cash provided by financing activities

Effect of foreign exchange rate on cash

Net increase in cash and restricted cash

Cash and restricted cash - beginning

Cash and restricted cash - ending

Net (decrease) increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash - beginning

Cash and cash equivalents and restricted cash - ending

Cash and cash equivalents

Restricted cash, current portion

Restricted cash, noncurrent

Total cash and cash equivalents and restricted cash

Supplemental disclosure of cash flow information:

Cash paid during the period for:

accompanying notes are an integral part of these consolidated financial statements.

Noncash transactions:

Notes received in exchange for equipment sold

URANIUM & VANADIUM CORP.

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appropriate shareholder approvals, the Company reconstituted its Board of Directors and senior management team.

Effective September 16,

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

Western is a Canadian

domestic issuer and Canadian reporting issuer.

Company’s registered office is located at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8, and its common shares

are listed on the CSE under the symbol “WUC.” On April 22, 2016, the Company’s common shares began trading on the OTC

Pink Open Market, and on May 23, 2016, the Company’s common shares were approved for trading on the OTCQX Best Market.

The Company’s

principal business activity is the acquisition and development of uranium and vanadium resource properties in the states of Utah and

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

June 28, 2016, the Company’s registration statement became effective and Western became a United States reporting issuer.

the Company was approved for Depository Trust Company eligibility through the Depository Trust and Clearing Corporation, which facilitates

electronic book-entry delivery, settlement, and depository services for shares in the United States.

Pink Open Market, and on May 23, 2016, the Company’s common shares were approved for trading on the OTCQX Best Market under the

symbol “WSTRF”.

The Company’s principal business activity is the acquisition and development of uranium and vanadium

resource properties in the states of Utah and Colorado in the United States of America (“United States”).

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

Under United States

Securities and Exchange Commission (“Commission”) rules, this transaction triggered the Company being deemed a United States

domestic issuer and losing its foreign private issuer exemption.

On April 29, 2016, the Company filed a Form 10 registration statement

with the Commission after converting its basis of accounting from International Financial Reporting Standards (“IFRS”) to

generally accepted accounting principles in the United States (“U.S.

On June 28, 2016, the Company’s registration

statement became effective and Western became a United States reporting issuer.

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

Exchange Act of 1934 (the “Exchange Act”).

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

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

insiders having to comply with the reporting and short-swing trading liability provisions of Section 16 under the Exchange Act, (3) the

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

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

The Company plans to take advantage

of these accommodations.

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

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

2 – Liquidity and going concern

With the exception of the quarter ended June 30,

2022, the Company had incurred losses from its operations.

During the year ended December 31, 2022, the Company generated a comprehensive

loss of $ 1,038,377 .

The Company expects to generate operating losses for the foreseeable future as it incurs expenses to bring its mining

operations online.

As of December 31, 2022, the Company had an accumulated deficit of $ 13,875,263 and working capital of $ 9,568,963 .

With the exception of the quarter ended June 30, 2022, the Company

has incurred losses from its operations.

During the years ended December 31, 2023 and 2022, the Company generated a net loss of $ 4,942,594

and $ 713,767 , respectively.

The Company expects to generate operating losses for the foreseeable future as it incurs expenses to bring

its mineral processing facility online and further expand mining operations.

As of December 31, 2023 and 2022, the Company had an accumulated

deficit of $ 18,817,857 and $ 13,875,263 , respectively, and working capital of $ 8,970,434 and $ 9,568,963 , respectively.

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

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

1 unchanged sentence

During the year ended December

31, 2022, the Company received $ 2,620,395 in proceeds from the exercise of warrants.

31, 2023, the Company received $ 1,004,044 in proceeds from the exercise of its common share warrants.

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

3 unchanged sentences

the processing of ore to generate operating cash flows.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

2 – Liquidity and going concern, continued

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

8 unchanged sentences

of these uncertainties.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

4 unchanged sentences

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.

All inter-company transactions and balances have been eliminated upon consolidation.

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

All inter-company transactions and balances have

been eliminated upon consolidation.

Company has established the existence of mineralized materials for certain uranium projects.

34 unchanged sentences

3 – SUMMARY OF Significant Accounting Policies, CONTINUED

preparation of these consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the

periods reported.

By their nature, these estimates are subject to measurement uncertainty, and the effects on the consolidated financial

statements of changes in such estimates in future periods could be significant.

Significant areas requiring management’s estimates

and assumptions include the determination of the fair value of transactions involving common shares, assessment of the useful life and

evaluation for impairment of Kinetic Separation intellectual property, valuation and impairment assessments of mineral properties and

equipment, valuation of deferred contingent consideration, valuation of the reclamation liability, valuation of stock-based compensation,

and valuation of available-for-sale securities.

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

of mineral rights and properties.

The preparation of these consolidated financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amount of assets

and liabilities at the date of the financial statements and revenues and expenses during the periods reported.

By their nature, these

estimates are subject to measurement uncertainty, and the effects on the consolidated financial statements of changes in such estimates

in future periods could be significant.

Significant areas requiring management’s estimates and assumptions include the determination

of the fair value of transactions involving common shares, assessment of the useful life and evaluation for impairment of Kinetic Separation

intellectual property, valuation and impairment assessments of mineral properties and equipment, valuation of deferred contingent consideration,

valuation of the reclamation liability and valuation of stock-based compensation.

Other areas requiring estimates include allocations

of expenditures, depletion, and amortization of mineral rights and properties.

Actual results could differ from those estimates.

Currency Translation

The reporting currency of the Company, including

its subsidiaries, is the United States dollar.

The financial statements of subsidiaries located outside of the U.S.

are measured in their

functional currency, which is the local currency.

The functional currency of the parent (Western Uranium & Vanadium Corp.

is the Canadian dollar.

The functional currencies of the subsidiaries is the United States dollar.

Monetary assets and liabilities of

these subsidiaries are translated at the exchange rates at the balance sheet date.

Transactions denominated in currencies other than the

functional currency are recorded based on the exchange rates at the time of the transaction.

Income and expense items are translated using

average monthly exchange rates.

Non-monetary assets are translated at their historical exchange rates.

Translation adjustments are included

in “Accumulated other comprehensive (loss) income” in the consolidated balance sheets.

Company determines its reporting units in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) 280, Segment Reporting .

The Company evaluates a reporting unit by first identifying its operating

segments under ASC 280.

The Company then evaluates each operating segment to determine if it includes one or more components that constitute

If there are components within an operating segment that meet the definition of a business, the Company evaluates those components

to determine if they must be aggregated into one or more reporting units.

If applicable, when determining if it is appropriate to aggregate

different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are

The Company has one operating segment and reporting unit.

The Company operates in one reportable business segment;

is in the business of exploring, developing, mining, and the production of its uranium and vanadium resource properties, including the

utilization of the Company’s Kinetic Separation technology in its mining processes.

The Company is organized and operated as one

Management reviews its business as a single operating segment, using financial and other information rendered meaningful only

by the fact that such information is presented and reviewed in the aggregate.

Company considers all highly-liquid instruments with an original maturity of three months or less at the time of issuance to be cash

As of December 31, 2022 and 2021, the Company had no cash equivalents.

reporting currency of the Company, including its subsidiaries, is the United States dollar.

The financial statements of subsidiaries

located outside of the U.S.

are measured in their functional currency, which is the local currency.

The functional currency of the parent

(Western Uranium & Vanadium Corp.

(Ontario)) is the Canadian dollar.

The functional currency of the subsidiaries is the United States

Monetary assets and liabilities of these subsidiaries are translated at the exchange rates at the balance sheet date.

denominated in currencies other than the functional currency are recorded based on the exchange rates at the time of the transaction.

Income and expense items are translated using average monthly exchange rates.

Non-monetary assets are translated at their historical

exchange rates.

Translation adjustments are included in “Accumulated other comprehensive loss” in the consolidated balance

Company identifies its operating segments in accordance with Accounting Standards Codification 280, Segment Reporting, or ASC 280.

segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by

the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated

basis for the purposes of allocating resources.

Accordingly, the Company has determined it operates and manages its business in a single

reportable operating segment.

and Cash Equivalents

The Company considers all highly-liquid instruments

with an original maturity of three months or less at the time of issuance to be cash equivalents.

There were no cash equivalents at December

31, 2023 and 2022.

Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted

8 unchanged sentences

cash balances are restricted as they relate to deposits with banks that have been assigned to state reclamation authorities in the United

States to secure various reclamation guarantees with respect to mineral properties in Utah, Wyoming, and Colorado.

As these funds are

not available for general corporate purposes and secure the long term reclamation liability (see Note 4), they have been separately disclosed

and classified as long-term for the majority of the Company’s mines.

As of December 31, 2022 and 2021, the Company has determined

that the Van 4 Mine is now considered to be in reclamation.

The Company recognized the Van 4 Mine’s reclamation liability and its

restricted cash in full on the Company’s consolidated balance sheets as current.

and equipment

and equipment is stated at cost less accumulated depreciation.

Depreciation is calculated using the straight-line method, based upon

the following estimated useful lives:

Classification

and related equipment

the years ended December 31, 2022 and 2021, the Company recorded depreciation expense of $ 26,877 and $ 20,380 , respectively.

Company purchased prepaid uranium concentrate contracts for future delivery of uranium concentrate pursuant to a supply agreement.

Company recognizes revenue upon the delivery of the uranium contract to the counterparty and charges to cost of revenues the purchase

cost of the uranium concentrate contract upon such delivery.

States to secure various reclamation guarantees with respect to mineral properties in Utah and Colorado.

As these funds are not available

for general corporate purposes and secure the long term reclamation liability (see Note 4), they have been separately disclosed and classified

as long-term for the majority of the Company’s mines.

As of December 31, 2023 and 2022, the Company has determined that the Van

4 Mine is now considered to be in reclamation.

The Company recognized the Van 4 Mine’s reclamation liability and its restricted

cash in full on the Company’s consolidated balance sheets as current.

Plant & Equipment and Mineral Properties, Net

Property, plant and equipment is stated at cost

less accumulated depreciation.

Depreciation is calculated using the straight-line method.

Company, from time to time, purchases prepaid uranium concentrate contracts for future delivery of uranium concentrate pursuant to supply

The Company recognizes revenue upon the delivery of the uranium contract to the counterparty and charges to cost of revenues

the purchase cost of the uranium concentrate contract upon such delivery.

Company leases certain of its mineral properties for the exploration and production of oil and gas reserves.

5 unchanged sentences

Values of Financial Instruments

The carrying amounts of cash, restricted cash,

accounts payable, subscription payable, reclamation liability, contingent consideration and accrued liabilities approximate their fair

value due to the short-term nature of these instruments.

Marketable securities are adjusted to fair value at each balance sheet date based

on quoted prices which are considered level 1 inputs.

The Company’s operating and financing activities are conducted primarily in

Canadian dollars, and as a result, the Company is subject to exposure to market risks from changes in foreign currency rates.

is exposed to credit risk through its cash and restricted cash but mitigates this risk by keeping these deposits at major financial institutions.

The carrying amounts of cash and cash equivalents,

restricted cash – current portion, accounts payable and accrued liabilities approximate their fair value due to the short-term nature

of these instruments.

Marketable securities are adjusted to fair value at each balance sheet date based on quoted prices which are considered

level 1 inputs.

The Company’s operating and financing activities are conducted primarily in Canadian dollars, and as a result, the

Company is subject to exposure to market risks from changes in foreign currency rates.

The carrying amount of restricted cash –

net of current portion, approximates fair value as the accounts earn interest at market rates.

The Company is exposed to credit risk through

its cash and restricted cash but mitigates this risk by keeping these deposits at major financial institutions.

FASB ASC 820, Fair Value Measurements and Disclosures , provides the framework for measuring fair value.

21 unchanged sentences

fair value of the Company’s financial instruments are as follows:

Active Markets for

Identical Assets or

for Similar Assets or

Liabilities in Active

Unobservable Inputs

securities as of December 31, 2022

securities as of December 31, 2021

Prices in Active Markets for Identical Assets or Liabilities (Level 1)

Prices for Similar Assets or Liabilities in Active Markets (Level 2)

Significant Unobservable Inputs

Marketable securities as of

December 31, 2023

Marketable securities as of December 31,

of Long-Lived Assets

39 unchanged sentences

these recognition and measurement standards.

As of December 31, 2022 and December 31, 2021, no liability for unrecognized tax benefits

was required to be reported.

As of December 31, 2023 and 2022, no liability for unrecognized tax benefits was required

to be reported.

Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general

31 unchanged sentences

3 – SUMMARY OF Significant Accounting Policies, continued

The Company follows the FASB ASC 718, Compensation

- Stock Compensation , which addresses the accounting for stock-based payment transactions, requiring such transactions to be accounted

for using the fair value method.

Awards of shares for property or services are recorded at the fair value of the stock or the fair value

of the service, whichever is more readily measurable.

The Company uses the Black-Scholes option-pricing model to determine the grant date

fair value of stock-based awards under ASC 718.

The fair value is charged to earnings depending on the terms and conditions of the award,

and the nature of the relationship of the recipient of the award to the Company.

The Company records the grant date fair value in line

with the period over which it was earned.

For employees and consultants, this is typically considered to be the vesting period of the

Company follows the FASB ASC 718, Compensation - Stock Compensation , which addresses the accounting for stock-based payment transactions,

requiring such transactions to be accounted for using the fair value method.

Awards of shares for property or services are recorded at

the fair value of the stock or the fair value of the service, whichever is more readily measurable.

The Company uses the Black-Scholes

option-pricing model to determine the grant date fair value of stock-based awards under ASC 718.

The fair value is charged to earnings

depending on the terms and conditions of the award, and the nature of the relationship of the recipient of the award to the Company.

The Company records the grant date fair value in line with the period over which it was earned.

For employees and consultants, this is

typically considered to be the vesting period of the award.

loss per Share

8 unchanged sentences

of their inclusion would have been anti-dilutive.

For the Years Ended

the Years Ended

Warrants to purchase common shares

Options to purchase common shares

Total potentially dilutive securities

Options to purchase

common shares

potentially dilutive securities

Accounting Standards

4 unchanged sentences

TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY

Company’s mining properties acquired on August 18, 2014 that the Company retains as of December 31, 2022 include:

Rafael Uranium Project located in Emery County, Utah;

4 - Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY

The Company’s mining properties acquired

on August 18, 2014 that the Company retains as of December 31, 2023 include:

The San Rafael Uranium Project located in Emery County, Utah;

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

Van 4 Mine located in western Montrose County, Colorado;

The Sage Mine located in San Juan County, Utah, and San Miguel County,

These mining properties include leased land in the states of Colorado and Utah.

None of these mining properties were

operational at the date of acquisition.

Company’s mining properties acquired on September 16, 2015 that the Company retains as of December 31, 2022 include Hansen, North

Hansen and Hansen Picnic Tree located in Fremont and Teller Counties, Colorado.

The Company also acquired the Keota project located in

Weld County, Colorado and the Ferris Haggerty project located in Carbon County Wyoming.

These mining assets include both owned and leased

land in the states of Utah, Colorado, and Wyoming.

All of the mining assets represent properties which have previously been mined, to

different degrees, for uranium.

the Company has not formally established proven or probable reserves on any of its properties, there is inherent uncertainty as to whether

or not any mineralized material can be economically extracted as originally planned and anticipated.

Company’s mineral properties and equipment and kinetic separation intellectual property are:

The Van 4 Mine located in western Montrose County, Colorado;

Sage Mine located in San Juan County, Utah, and San Miguel County, Colorado.

These mining properties include leased land in the states

of Colorado and Utah.

None of these mining properties were operational at the date of acquisition.

The Company’s mining properties acquired

on September 16, 2015 that the Company retains as of December 31, 2023 include Hansen, North Hansen and Hansen Picnic Tree located in

Fremont and Teller Counties, Colorado.

The Company also acquired the Keota project located in Weld County, Colorado and the Ferris Haggerty

project located in Carbon County, Wyoming.

These mining assets include both owned and leased land in the states of Utah, Colorado, and

All of the mining assets represent properties which have previously been mined, to different degrees, for uranium.

As the Company has not formally established proven or probable reserves

on any of its properties, there is inherent uncertainty as to whether or not any mineralized material can be economically extracted as

originally planned and anticipated.

Company’s property, plant & equipment and mineral properties, net and kinetic separation intellectual property are:

As of December 31,

Mineral properties and equipment, net

Useful Lives 2023 2022

Mineral properties N/A $ 11,688,841 $ 11,663,841

Mining equipment 5 years 2,345,055 821,691

Vehicles 5 years 549,703 230,400

Construction in progress N/A 312,384 72,468

Land N/A 351,957 75,000

Total property, plant & equipment and mineral properties $ 15,247,940 $ 12,863,400

accumulated depreciation 321,651 64,496

Property, plant & equipment and mineral properties, net $ 14,926,289 $ 12,798,904

Kinetic separation intellectual property $ 9,488,051 $ 9,488,051

Mineral Properties and Equipment

During the years ended December 31, 2022 and 2021,

Western made purchases of $ 1,045,638 and $ 65,000 , which principally consisted of mining equipment, to increase mining capacity.

plant & equipment and mineral properties, net

During the years ended December 31, 2023 and 2022, Western made purchases

of $ 2,404,440 and $ 1,045,638 , which principally consisted of mining equipment and vehicles, to increase mining capacity and land for the

mineral processing facility.

During the year ended December 31, 2023, depreciation expense was $ 262,832 , which was included in mining

expenditures on the Company’s consolidated statements of operations and other comprehensive loss.

During the year ended December

31, 2022, depreciation expense was $ 26,877 , which was included in general and administrative expenses on the Company’s consolidated

statements of operations and other comprehensive loss.

and Gas Lease and Easement

Company entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by the Company of approximately

160 surface acres of the Company’s property in Colorado.

As consideration for entering into the lease, the lessee has agreed to

pay the Company a royalty from the lessee’s revenue attributed to oil and gas produced, saved, and sold attributable to the net

mineral interest.

The Company has also received cash payments from the lessee related to the easement that the Company is recognizing

incrementally over the eight year term of the easement.

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

on the date the lease would have previously expired.

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

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

In 2017, the Company entered into an oil and gas

lease that became effective with respect to minerals and mineral rights owned by the Company of approximately 160 surface acres of the

Company’s property in Colorado.

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

from the lessee’s revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest.

has also received cash payments from the lessee related to the easement that the Company is recognizing incrementally over the eight year

term of the easement.

June 23, 2020, the operator elected to extend the oil and gas lease easement for three additional years through July 2023.

This was done

to provide additional time in order to complete well construction and commence oil and gas production.

During 2021, the operator completed

a first set of eight (8) wells which commenced oil and gas production by August 2021.

During 2022, the operator completed a second set

of eight (8) wells which commenced oil and gas production by August 2022.

All sixteen (16) wells remain in production and monthly royalty

payments will be ongoing in perpetuity as long as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells.

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

3 unchanged sentences

TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

Company’s mines are subject to certain asset retirement obligations, which the Company has recorded as reclamation liabilities.

The reclamation liabilities of the United States mines are subject to legal and regulatory requirements, and estimates of the costs of

reclamation are reviewed periodically by the applicable regulatory authorities.

The reclamation liability represents the Company’s

best estimate of the present value of future reclamation costs in connection with the mineral properties.

The Company determined the

gross reclamation liabilities of the mineral properties to be $ 751,405 and $ 740,446 as of 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.

The portion of the reclamation liability related to the Van 4 Mine and its related

restricted cash are included in current liabilities and current assets, respectively, at a value of $ 75,057 .

The Company expects to begin

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

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

The net discounted aggregated values as of 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

4 - PROPERTY, PLANT & EQUIPMENT AND MINERAL PROPERTIES, NET AND KINETIC SEPARATION INTELLECTUAL PROPERTY, continued

The Company’s mines are subject to certain

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

The reclamation liabilities of the United States

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

regulatory authorities.

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

costs in connection with the mineral properties.

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

be $ 751,444 and $ 751,405 as of December 31, 2023 and 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 .

During the year ended December 31, 2023, the Company’s internal mining operations team

has been performing the reclamation work, and the State of Colorado has not yet reduced the reclamation liability amount.

expects to begin incurring the reclamation liability after 2054 for all mines that are not in reclamation and accordingly, has discounted

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

The net discounted aggregated values as of December 31,

2023 and 2022 were $ 241,562 and $ 225,219 , respectively.

The gross reclamation liabilities as of December 31, 2023 and 2022 are secured

by financial warranties in the amount of $751,444 and $751,405, respectively.

liability activity for the years ended December 31, 2022 and 2021 consists of:

For the Years Ended

liability activity for the years December 31, 2023 and 2022 consists of:

the Years Ended

Beginning balance at January

Discontinuation of reclamation liability

Adjustment to reclamation liability

Ending Balance at December 31

the first quarter of 2021, the Company received notice that its Ferris Haggerty property was no longer considered to be subject to reclamation

The Company recorded a discontinuation of the Ferris Haggerty property’s present value of $ 2,669 during the first quarter

On April 29, 2021, the Company moved the Ferris Haggerty $ 10,000 restricted cash deposit into its cash after receiving payment

from the state of Wyoming.

During the fourth quarter of 2021, the Company received notice from the State of Colorado that its surety

release request on the Hansen Picnic Tree property had been approved, and as such, this property is no longer subject to reclamation

As the property was not a current development priority, Western completed reclamation on the property.

The Company recorded

a discontinuation of the Hansen Picnic Tree property’s present value of $ 44,793 during the fourth quarter of 2021.

29, 2021, the Company moved the $ 154,936 restricted cash deposit into its cash after receiving payment from the state of Colorado.

Reclamation liability,

current portion

Reclamation liability,

net of current portion

URANIUM & VANADIUM CORP.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

4 - PROPERTY, PLANT & EQUIPMENT AND MINERAL PROPERTIES, NET AND KINETIC SEPARATION INTELLECTUAL PROPERTY, continued

Mine Complex Permitting Status

February 4, 2020, the Colorado DRMS sent a Notice of Hearing to Declare Termination of Mining Operations related to the status of the

mining permits issued by the state of Colorado for the Sunday Mine Complex.

At issue was the application of an unchallenged Colorado

Court of Appeals Opinion for a separate mine (Van 4) with very different facts that are retroactively modifying DRMS rules and regulations.

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

The hearing was scheduled to be held during several

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

The permit hearing was held during the MLRB Board monthly meeting

on July 22, 2020.

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

Due to COVID-19 restrictions,

the hearing took place utilizing a virtual-only format.

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

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

In a subsequent July

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

Jude, Carnation, and Topaz)

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

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

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

Accordingly, a permit hearing was

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

In a unanimous vote, the MLRB approved Temporary Cessation status

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

Jude, Carnation, and Topaz).

On October 9, 2020, the MLRB

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

On November 10, 2020, the MLRB issued a board

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

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

five Sunday Mine Complex mine permits into Temporary Cessation.

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

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

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

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

The Company has joined with the MLRB in defense of

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

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

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

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

On February 4, 2020, the Colorado Division of Reclamation, Mining and

Safety (the “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.

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

The hearing was scheduled to be held during several monthly

Colorado Mined Land Reclamation Board (the “MLRB”) Board meetings, but this matter was delayed several times.

The permit hearing

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

At issue was the status of the five existing permits which comprise the

Sunday Mine Complex.

Due to COVID-19 restrictions, the hearing took place utilizing a virtual-only format.

The Company prevailed in a

3 to 1 decision which acknowledged that the work completed at the Sunday Mine Complex under DRMS oversight was timely and sufficient for

Western to maintain these permits.

In a subsequent July 30, 2020 letter, the DRMS notified the Company that the status of the five permits

(Sunday, West Sunday, St.

Jude, Carnation, and Topaz) had been changed to “Active” status effective June 10, 2019, the original

date on which the change of the status was approved.

On August 23, 2020, the Company initiated a request for Temporary Cessation status

for the Sunday Mine Complex as the mines had not been restarted within a 180-day window due to the direct and indirect impacts of the

COVID-19 pandemic.

Accordingly, a permit hearing was scheduled for October 21, 2020 to determine Temporary Cessation status.

In a unanimous

vote, the MLRB approved Temporary Cessation status for each of the five Sunday Mine Complex permits (Sunday, West Sunday, St.

Jude, Carnation,

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

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.

has joined with the MLRB in defense of their July 22, 2020 and October 21, 2020 decisions.

On May 5, 2021, the Plaintiffs in the Topaz

Appeal filed an opening brief with the Denver District Court seeking to overturn the July 22, 2020 and October 21, 2020 MLRB permit hearing

decisions on the Topaz Mine permit.

The MLRB and the Company were to respond with an answer brief within 35 days on or before June 9,

2021, but instead sought a settlement.

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

A settlement was not reached, and the

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

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

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

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.

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

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.

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

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

URANIUM & VANADIUM CORP.

1 unchanged sentence

TO THE CONSOLIDATED FINANCIAL STATEMENTS

4 – MINERAL ASSETS equipment, Kinetic separation INTELLECTUAL PROPERTY, AND OTHER PROPERTY, CONTINUED

4 - PROPERTY, PLANT & EQUIPMENT AND MINERAL PROPERTIES, NET AND KINETIC SEPARATION INTELLECTUAL PROPERTY, continued

Separation Intellectual Property

32 unchanged sentences

payable and accrued liabilities consisted of:

As of December 31,

of December 31,

Trade accounts payable

Accrued liabilities

Total accounts payable and accrued liabilities

accounts payable and accrued liabilities

URANIUM & VANADIUM CORP.

28 unchanged sentences

As of December 31, 2023 and 2022, an unlimited number of common shares were authorized for issuance.

February 16, 2021, the Company closed a non-brokered private placement of 3,250,000 units at a price of CAD $ 0.80 per

The aggregate gross proceeds raised in the private placement amounted to CAD $ 2,600,000 (USD $ 1,950,509 in net proceeds).

Each unit consisted of one common share of Western (a “Share”) plus one common share purchase warrant of Western (a “Warrant”).

Each warrant entitled the holder to purchase one Share at a price of CAD $ 1.20 per Share for a period of three years following

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 3,250,000 Shares and 3,250,000 Warrants were issued in the

private placement.

March 1, 2021, the Company closed a non-brokered private placement of 3,125,000 units at a price of CAD $ 0.80 per unit.

The aggregate gross proceeds raised in the private placement amounted to CAD $ 2,500,000 (USD $ 1,918,797 in net proceeds).

unit consisted of one Share plus one Warrant.

Each Warrant entitled the holder to purchase one Share at a price of CAD $ 1.20 per

Share for a period of three years following the closing date of the private placement.

A total of 3,125,000 Shares

and 3,125,000 Warrants were issued in the private placement.

December 17, 2021, the Company closed a non-brokered private placement of 372,966 units at a price of CAD $ 1.60 per unit.

The aggregate gross proceeds raised in the private placement amounted to CAD $ 596,746 (USD $ 434,973 in net proceeds).

unit consisted of one Share plus one Warrant.

Each Warrant entitled the holder to purchase one 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 372,966 Shares

and 372,966 Warrants were issued in the private placement.

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 $ 3,011,878 in net proceeds).

Each unit consisted of one

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

entitled the holder to purchase one 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 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.

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.

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

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 CORP.

2 unchanged sentences

– SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

the year ended December 31, 2022 and 2021, an aggregate of 2,020,351 and 2,066,693 warrants were exercised for total gross proceeds of

the years ended December 31, 2023 and 2022, an aggregate of 1,165,450 and 2,020,351 warrants were exercised for total proceeds of $ 1,004,044

and $ 2,620,395 , respectively.

Stock Option Plan

Company maintains an Incentive Stock Option Plan (the “Plan”) that permits the granting of stock options as incentive compensation.

Shareholders of the Company approved the Plan on June 30, 2008 and amendments to the Plan on June 20, 2013.

The board of directors approved

additional changes to the Plan on September 12, 2015.

On October 1, 2021, the Company further amended the Plan, principally to allow

for the cashless exercise of stock options.

The Company maintains an Incentive Stock Option

Plan (the “Plan”) that permits the granting of stock options as incentive compensation.

purpose of the Plan is to attract, retain, and motivate directors, management, staff, and consultants by providing them with the opportunity,

through stock options, to acquire a proprietary interest in the Company and benefit from its growth.

Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed 10 % of the issued and

outstanding common shares at the time stock options are granted.

The Plan provides that the aggregate number of

common shares for which stock options may be granted will not exceed 10 % of the issued and outstanding common shares at the time stock

options are granted.

As of December 31, 2023, a total of 50,002,089 common shares were outstanding.

and at that date the maximum number of stock options eligible for issue under the Plan was 4,360,257 .

February 10, 2022, the Company granted options under the Plan for the purchase of an aggregate of 900,000 common shares to five individuals

consisting of directors and officers of the Company.

The options have a five year term, an exercise price of CAD $ 1.76 (US $ 1.30 as of

December 31, 2022) and vest equally in thirds commencing initially on the date of grant and thereafter on April 1, 2022, and July 1,

October 31, 2022, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,665,000 common shares to

individuals consisting of directors and officers of the Company.

Each of these options have a five year term, an exercise price of CAD

$ 1.60 (US $ 1.18 as of December 31, 2022) and vest equally in two installments beginning on the date of grant and thereafter on April

As of December 31, 2023, the maximum

number of stock options eligible to be issued under the Plan would be 5,000,208 , and net of 4,917,666 options outstanding as of December

31, 2023, there remain 82,543 stock options available to be issued under the Plan.

May 24, 2023, the Company adopted and on June 29, 2023, the shareholders approved a shareholder rights plan, which is designed to ensure

the fair treatment of shareholders in connection with any take-over bid for the Company and to provide the Board of Directors and shareholders

with sufficient time to fully consider any unsolicited takeover bid (the “Shareholder Rights Plan”).

The Shareholder Rights

Plan also provides the Board of Directors with time to pursue, if appropriate, other alternatives to maximize shareholder value in the

event of a takeover bid.

to the terms of the Shareholder Rights Plan subject to a triggering event as defined in the Shareholder Rights Plan and as determined

by the Board of Directors, rights (the “Rights”) will be issued to holders of Common Shares at a rate of one Right for each

Share outstanding.

On February 10, 2022, the Company granted options under the Plan for

the purchase of an aggregate of 900,000 common shares to five individuals consisting of directors and officers of the Company.

have a five year term, an exercise price of CAD $ 1.76 (US $ 1.39 as of December 31, 2023) and vest equally in thirds commencing initially

on the date of grant and thereafter on April 1, 2022, and July 1, 2022.

On October 31, 2022, the Board of Directors granted

options under the Plan for the purchase of an aggregate of 1,665,000 common shares to individuals consisting of directors and officers

of the Company.

Each of these options have a five year term, an exercise price of CAD $ 1.60 (US $ 1.17 as of December 31, 2023) and vest

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

December 20, 2023, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,525,000 common shares

to individuals consisting of directors and officers of the Company.

Each of these options have a term which ends five years from the

vesting date, an exercise price of CAD $ 1.60 (US $ 1.20 as of December 31, 2023) and vest equally in thirds on January 31, 2024, July

31, 2024 and January 31, 2025.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Options, (continued)

the year ended December 31, 2022, the Company issued 13,517 shares of common stock pursuant to the cashless exercise of an

option to purchase 50,000 shares of common stock with an exercise price of CAD $ 1.00 (USD $ 0.74 as of December 31, 2022).

the year ended December 31, 2023, the Company issued 18,246 shares of common stock pursuant to the cashless exercise of an

option to purchase 50,000 shares of common stock with an exercise price of CAD $ 1.00 (USD $ 0.75 as of December 31, 2023).

Company utilized the Black-Scholes option pricing model to determine the fair value of these stock options, using the assumptions as

outlined below:

the years ended

CAD $ 1.44 - $ 1.76

4 unchanged sentences

90.9 % - 96.1 %

103.3 % - 108.4 %

Weighted Average Risk-Free Interest Rate

1 unchanged sentence

Expected life (in years)

Exercise Price

Contractual Life

Outstanding – January 1, 2023

Outstanding – December 31, 2023

Exercisable – December 31, 2023

weighted average grant date fair value per share was $ 0.72 for each of the years ended December 31, 2023 and 2022.

Company’s stock-based compensation expense related to stock options for the year ended December 31, 2023 was $ 429,429 , of which

$ 78,874 and $ 350,555 was included in mining expenditures and general and administrative expenses, respectively, on the Company’s

consolidated statements of operations and other comprehensive loss.

The Company’s stock-based compensation expense related to stock

options for the year ended December 31, 2022 was $ 1,566,520 , which was included in general and administrative expenses on the Company’s

consolidated statements of operations and other comprehensive loss.

As of December 31, 2023 and 2022, the Company had $ 975,101 and $ 364,095

of unamortized stock option expense, respectively.

URANIUM & VANADIUM CORP.

2 unchanged sentences

7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Options, continued

During the year ended December 31, 2022, the Company

issued 13,517 shares of common stock pursuant to the cashless exercise of 50,000 stock options (with a market price

on date of exercise of CAD $ 1.3705 (US $ 1.00 as of December 31, 2022).

Number of Shares

Weighted Average Exercise Price

Weighted Average Contractual Life (Years)

Weighted Average Grant Date Fair Value

Outstanding – January 1, 2022

Outstanding – December 31, 2022

Exercisable – December 31, 2022

The Company’s stock-based compensation expense

related to stock options for the years ended December 31, 2022 and 2021 was $ 1,566,520 and $ 0 , respectively, which is included in general

and administrative expenses on the Company’s consolidated statements of operations and other comprehensive loss.

As of December

31, 2022 and 2021, the Company had $ 364,095 and $ 0 of unamortized stock option expense, respectively.

Number of Shares

Weighted Average Exercise Price

Weighted Average Contractual Life (Years)

Exercise Price

Contractual Life

Outstanding – January 1, 2023

4 unchanged sentences

8 – Mining Expenditures

For the Years Ended

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended

Labor and related benefits

9 – Related Party Transactions AND BALANCES

1 unchanged sentence

to the acquisition of Black Range, Mr.

George Glasier, the Company’s CEO, who is also a director (“Seller”), transferred

his interest in a former joint venture with Ablation Technologies, LLC to Black Range.

In connection with the transfer, Black Range issued

25 million shares of Black Range common stock to Seller and committed to pay AUD $500,000 (USD $340,252 as of December 31, 2022) to Seller

within 60 days of the first commercial application of the kinetic separation technology.

Western assumed this contingent payment obligation

in connection with the acquisition of Black Range.

At the date of the acquisition of Black Range, this contingent obligation was determined

to be probable.

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

the deferred contingent consideration as an assumed liability in the amount of $ 340,252 and $ 362,794 as of December 31, 2022 and December

31, 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 also owed Mr.

Glasier reimbursable

expenses in the amount of $ 87,221 and $ 65,753 as of December 31, 2022 and December 31, 2021, respectively, which are recorded in accounts

payable and accrued liabilities.

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 $340,650 as of December 31,

2023) to Seller within 60 days of the first commercial application of the Kinetic Separation technology.

The Company assumed this contingent

payment obligation in connection with the acquisition of Black Range.

At the date of the acquisition of Black Range, this contingent

obligation was determined to be probable.

Since the deferred contingent consideration obligation is probable and the amount is estimable,

the Company recorded the deferred contingent consideration as an assumed liability in the amount of $ 340,650 and $ 340,252 as of December

31, 2023 and 2022, respectively.

Company has multiple lease arrangements with Silver Hawk Ltd., an entity which is owned by George Glasier and his wife Kathleen Glasier.

These leases, which are all on a month-to-month basis, are for the rental of office, workshop, warehouse and employee housing facilities.

The Company incurred rent expense of $ 71,700 and $ 55,198 in connection with these arrangements for the years ended December 31, 2023

and 2022, respectively.

the year ended December 31, 2023, the Company purchased equipment from Silver Hawk Ltd.

for $ 25,800 .

The Company is obligated to pay Mr.

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

2023 and 2022, respectively.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

10 – Income Taxes

tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are

of December 31,

As of December 31,

Deferred tax assets:

Net operating

loss carryovers

Net operating loss carryovers

Marketable securities

3 unchanged sentences

Accretion expense

tax assets, gross

Deferred tax assets, gross

valuation allowance

1 unchanged sentence

( 3,688,584 )

tax assets, net

Deferred tax assets, net

Deferred tax liabilities:

2 unchanged sentences

( 5,314,338 )

annual expense

Deferred tax liabilities,

Amortization annual expense

Deferred tax liabilities, net

$ ( 2,708,887 )

change in the Company’s valuation allowance is as follows:

in the Company’s valuation allowance is as follows:

For the Years Ended

15 unchanged sentences

Effective income tax rate

Company has net operating loss carryovers of approximately $ 23,017,786 for federal and state income tax purposes and net operating loss

carryovers of $ 11,663,991 for Canadian provincial tax purposes which begin to expire in 2026.

The ultimate realization of the net operating

loss is dependent upon future taxable income, if any, of the Company.

The Company has net operating loss carryovers of approximately $ 33,266,164

for federal and state income tax purposes and net operating loss carryovers of $ 12,443,418 for Canadian provincial tax purposes which

begin to expire in 2026.

The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company.

Based on losses from inception, the Company determined

that as of December 31, 2023 it is more likely than not that the Company will not realize benefits from the deferred tax assets.

will not record income tax benefits in the consolidated financial statements until it is determined that it is more likely than not that

does not record income tax benefits in the consolidated financial statements until it is determined that it is more likely than not that

the Company will generate sufficient taxable income to realize the deferred income tax assets.

1 unchanged sentence

determined that a deferred tax asset valuation allowance of $ 5,602,952 and $ 3,688,584 was required as of December 31, 2023 and 2022, respectively.

Revenue Code (“IRC”) Section 382 imposes limitations on the use of net operating loss carryovers when the share ownership

of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative

basis over a period of three years by more than 50 percentage points.

Internal Revenue Code (“IRC”) Section

382 imposes limitations on the use of net operating loss carryovers when the share ownership of one or more 5% shareholders (shareholders

owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis over a period of three years by

more than 50 percentage points.

Management cannot control any ownership changes that occur.

there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The Company has analyzed the issuances of common shares during the years ended December 31, 2022 and 2021 and does not believe such change

of control occurred.

If such ownership change under IRC section 382 had occurred, such change would substantially limit the Company’s

ability to utilize its net operating loss carryforwards in the future.

Accordingly, there is a risk of an ownership

change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

The Company has not performed

an analysis to determine whether or not such has occurred during either of the years ended December 31, 2023 and 2022.

If such ownership

change under IRC section 382 had occurred, such change would substantially limit the Company’s ability to utilize its net operating

loss carryforwards in the future.

– FINANCIAL INSTRUMENTS

Company’s financial instruments consist of cash, restricted cash, accounts payable, contingent consideration and accrued liabilities.

The fair values of these financial instruments approximate their carrying values due to the short-term maturity of these instruments.

The Company’s financial instruments also incorporate marketable securities that are adjusted to fair value at each balance sheet

date based on quoted prices which are considered level 1 inputs.

The reclamation deposits, which are reflected in restricted cash on

the consolidated balance sheets, are deposits mainly invested in certificates of deposit at major financial institutions, and their fair

values are estimated to approximate their carrying values.

There were no transfers of financial instruments between Levels 1, 2, and

3 during the years ended December 31, 2022 and 2021.

The Company’s financial instruments consist of cash and cash

equivalents, restricted cash – current, accounts payable and accrued liabilities.

The fair values of these financial instruments

approximate their carrying values due to the short-term maturity of these instruments.

The Company’s financial instruments also

incorporate marketable securities that are adjusted to fair value at each balance sheet date based on quoted prices which are considered

level 1 inputs.

The reclamation deposits, which are reflected in restricted cash on the consolidated balance sheets, are deposits mainly

invested in interest bearing certificates of deposit at major financial institutions, and their fair values are estimated to approximate

their carrying values.

There were no transfers of financial instruments between Levels 1, 2, and 3 during the years ended December 31,

2023 and 2022.

Currency Risk

19 unchanged sentences

to obtain financing, either in the form of debt or equity, or achieve profitable operations in order to satisfy its liabilities as they

As of December 31, 2022, the Company had a working capital of $ 9,568,963 and cash on hand of $ 9,682,133 .

As of December 31, 2023, the Company had working capital of $ 8,970,434 and cash and cash equivalents of $ 9,217,585 .

risk is the risk that fluctuations in the market prices of minerals will impact the Company’s future cash flows.

5 unchanged sentences

its exposure to specific market price risks.

12 – COVID-19

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

COVID-19 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.

The COVID-19 pandemic previously limited Western’s participation in industry and

investor conference events during 2020 and 2021.

The 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.

is continuing to monitor COVID-19 and its subvariants and the potential impact of the pandemic on the Company’s operations.

– SUBSEQUENT EVENTS

the first quarter of 2024, warrants were exercised for the purchase of 5,198,540 shares of common stock with total proceeds of CAD $ 6,238,248 .

Joint Venture

During February 2024, PRM entered into a joint venture agreement with

Rimrock Exploration and Development Inc.

(“Rimrock”) to explore, develop and mine (the “Mining Operations”) certain

uranium and vanadium permitted mines and mining claims located in Colorado and owned by Rimrock (the “JV”).

Pursuant to the

terms of the JV, Rimrock will contribute all assets into the JV and PRM will contribute $ 200,000 (the “Initial Contribution”)

to be used to fund the Mining Operations.

Thereafter, each party will own a 50 % interest in all assets of the JV.

During the initial phase

of the JV, Rimrock will be the operator and the permits and licenses for the operator will remain in the name of Rimrock.

The JV intends

to sell the mined material to the Company under terms to be determined.

During the term of the JV, PRM will pay the costs of the Mining

Operations and will be entitled to recover 50 % of such costs subsequent to the contribution of the full amount of the Initial Contribution.

The JV will fund the recovery payments to be made to PRM from the proceeds of the sale of mined material.

On February 20, 2024 and April

11, 2024, PRM funded $ 50,000 and $ 53,931 , respectively, of the Initial Contribution.

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 9A. Controls and Procedures