What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-05-20 compared with 2023-11-20 · 382 added, 614 removed, 171 unchanged (85% of the section changed)

1 unchanged sentence

Forward-Looking

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

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

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

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

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

In addition, any

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

assumptions, are forward-looking statements.

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

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

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

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

The information disclosed in this quarterly report,

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

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

as amended (the “Exchange Act”).

Forward-looking statements include, but are not limited to, statements regarding our or our

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

In addition, any statements that refer

to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking

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

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

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

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

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

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Securities Exchange (“CSE”).

As part of that process, the Company acquired 100% of the members’ interests of Pinon

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

As part of that process, the Company acquired 100% of the members' interests of Pinon Ridge

Mining LLC (“PRM”), a Delaware limited liability company.

The transaction constituted a reverse takeover (“RTO”)

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

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

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

The acquisition terms were pursuant to a definitive

Merger Implementation Agreement entered into between Western and Black Range.

Pursuant to the agreement, Western acquired all of the

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

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

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

by the Federal Court of Australia.

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

and consultants.

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

on the same 1 for 750 basis.

September 16, 2015, Western completed its acquisition of Black Range, an Australian company that was listed on the Australian Securities

Exchange until the acquisition was completed.

The acquisition terms were pursuant to a definitive Merger Implementation Agreement entered

into between Western and Black Range.

Pursuant to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme

of Arrangement (“the Scheme”) under the Australian Corporation Act 2001 (Cth) (the “Black Range Transaction”),

with Black Range shareholders being issued common shares of Western on a 1 for 750 basis.

On August 25, 2015, the Scheme was approved

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

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

Such stock options were intended

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

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

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

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

Exchange Act.

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

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

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

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

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

The Company plans to take

advantage of these accommodations.

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

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

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

As a result, the Company may now utilize certain accommodations made to foreign private issuers, including (1) an exemption from

complying with the Commission’s proxy rules, (2) an exemption from the Company’s insiders having to comply with the reporting

and short-swing trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the

Commission on the Form 20-F and Form 6-K foreign issuer forms, and (4) the ability to offer and sell unrestricted securities outside

of the United States pursuant to Rule 903 of Regulation S.

The Company plans to take advantage of these accommodations.

Company currently has decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including

filing annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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

3 unchanged sentences

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

Department of Energy’s Oak Ridge National

Laboratory Visit

The Company received a visit at its Sunday Mine

Complex by a delegation from the U.S.

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

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

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

Property (Weld County)

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

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

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

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

of continuous operations.

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

right-of-way easement agreements were signed which allowed for the development of a pipeline.

The lease agreement allows the Company

to retain property rights to vanadium, uranium, and other mineral resources.

early 2020 Bison Oil & Gas (“Bison”) traded this lease to Mallard Exploration (“Mallard”).

Mallard subsequently

filed an application with the Colorado Oil & Gas Conservation Commission (COGCC) to update the permitting to create a new pooled

late 2020 Mallard began development of the pooled unit.

These DJ-Basin wells target the Niobrara formation.

During 2021, the operator

completed all well development stages and eight (8) wells commenced oil and gas production by August 2021.

The first royalty payment

was made in January 2022.

During 2022, the operator completed all well development stages on a second set of eight (8) wells which commenced

oil and gas production by August 2022.

The first monthly royalty payment including production from the new wells was made in January

Monthly royalty payments are ongoing.

January 2023, Mallard was acquired by Bison.

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

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

and gas lease arrangements.

Separation Licensing

2016, the Company submitted documentation to the Colorado Department of Public Health and Environment (“CDPHE”) for a determination

ruling regarding the type of license which may be required for the application of Kinetic Separation at the Sunday Mine Complex within

the state of Colorado.

During May and June of 2016, CDPHE held four public meetings in several cities in Colorado as part of the process.

On July 22, 2016, CDPHE closed the comment period.

In connection with this matter, the CDPHE consulted with the NRC.

In response, the

CDPHE received an advisory opinion, dated October 16, 2016, which did not contain support for the NRC’s opinion and with which

the Company’s regulatory counsel does not agree.

NRC’s advisory opinion recommended that Kinetic Separation should be regulated

as a milling operation but did recognize that there may be exemptions to certain milling regulatory requirements because of the benign

nature of the non-uranium bearing sands produced after Kinetic Separation is completed on uranium-bearing ores.

On December 1, 2016,

the CDPHE issued a determination that the proposed Kinetic Separation operations at the Sunday Mine Complex must be regulated by the

CDPHE through a milling license.

Beginning in 2017, the Company’s regulatory counsel prepared significant documentation in preparation

for a prospective submission.

On September 13, 2019, the Company’s regulatory counsel submitted a white paper to the NRC entitled

“Recommendations on the Proper Legal and Policy Interpretation for Using Kinetic Separation Processes at Uranium Mine Sites.”

On July 24, 2020, the NRC staff responded with a letter in support of the original conclusion.

Western’s regulatory counsel proposed

alternatives.

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

Mine Complex Permitting Status

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

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

At issue was the application of an unchallenged Colorado

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

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

The hearing was scheduled to be held during several

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

The permit hearing was held during the MLRB Board monthly meeting

on July 22, 2020.

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

Due to COVID-19 restrictions,

the hearing took place utilizing a virtual-only format.

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

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

In a subsequent July

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

Jude, Carnation, and Topaz)

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

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

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

Accordingly, a permit hearing was

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

In a unanimous vote, the MLRB approved Temporary Cessation status

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

Jude, Carnation, and Topaz).

On October 9, 2020, the MLRB

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

On November 10, 2020, the MLRB issued a board

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

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

five Sunday Mine Complex mine permits into Temporary Cessation.

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

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

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

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

The Company has joined with the MLRB in defense of

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

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

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

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

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

A settlement was not reached, and the

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

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

1, 2022, the Denver District Court reversed the MLRB’s orders regarding the Topaz Mine and remanded the case back to MLRB for further

proceedings consistent with its order.

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

Neither the Company nor the MLRB appealed the Denver District Court ruling.

Subsequently on March 20, 2023, the MLRB issued a

board order for the Company to commence final reclamation, which upon completion will terminate mining operations at the Topaz Mine.

Reclamation is to commence immediately at the Topaz Mine and is to be completed within five years by March 2028.

The Company is currently

working toward the completion of an updated Topaz Mine Plan of Operations which is a separate federal requirement of the BLM for the

conduct of mining activities on the federal land at the Topaz Mine and needed to re-permit the Topaz Mine with Colorado’s DRMS.

Mine Complex Project

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

(2019) to the Sunday Mine (2021).

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

“Active” status when mining operations were restarted.

Underground development began in August 2021 following mine ventilation,

power upgrades, and increasing explosive capabilities.

The first target was the extension of the drift (tunnel) 150 feet to reach the

first surface exploration drill hole to access the GMG Ore Body (GMG).

Early results were positive as drilling toward the GMG resulted

in the location of ore-grade material within thirty feet of the existing mine workings.

Notably, only limited exploration drilling has

been done in this area due to the mountainous terrain on the surface above.

As drifting proceeded, very high-grade ore continued to be

intersected through the drift path and on both sides of the drift.

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

At the end of March 2022, the mining contractor engaged by Western

decided to retire from contract mining operations.

Thereafter, Western began the acquisition of a full complement of mining equipment

and personnel to take over mining operations.

Western’s transition from employing a mining contractor to building an in-house mining

operation has now been completed.

Since this transition began in spring 2022, additional employees have been hired to support mining operations

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

The equipment has been

prepared for operations and deployed;

site infrastructure upgrades have been finished.

In early 2023, the mines were reopened for ventilation

and infrastructure upgrades.

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

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

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

feet of reaching the target ore hole.

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

As a result of the encouraging

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

surface exploration drilling.

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

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

Ore Inventory

December 2021 to March 2022, 3,140 tons of uranium/vanadium ore was mined from the Sunday Mine Complex.

The mining contractor calculated

uranium grades based upon scintillometer sampling of each 10-ton truckload and vanadium quantities were derived by applying the 6:1 historical

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

The value of this stockpile

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

Regulation SK-1300.

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

Section 232 Investigation/Nuclear Fuel Working Group Process

investigation under Section 232 of the Trade Expansion Act of 1962 was undertaken by the DoC in 2018 to assess the impact to national

security of the importation of the vast majority of uranium utilized by the approximately 100 operative civilian nuclear reactors within

the United States.

In response to the Section 232 report, the White House disseminated a Presidential Memoranda in July 2019.

time, President Trump formed the Nuclear Fuel Working Group (“NFWG”) to find solutions for reviving and expanding domestic

nuclear fuel production and reinvigorating recommendations.

April 2020, the DoE released the NFWG report entitled “Restoring America’s Competitive Nuclear Energy Advantage – A

strategy to assure U.S.

national security.” The report outlines a strategy for the reestablishment of critical capabilities and

direct support to the front end of the U.S.

domestic nuclear fuel cycle.

The undertaking of some NFWG findings and recommendations was

a positive outcome for the U.S.

nuclear industry and U.S.

uranium miners.

Russian Suspension Agreement was extended for an additional 20 years until 2040.

Existing categories of quotas on imports of Russian

uranium into the U.S.

were reduced by a graduated scale, and additional provisions were modified to eliminate loopholes.

Also, the DoE

made multiple investment awards to companies advancing new nuclear technologies.

TerraPower and X-energy received awards to build demonstration

models of their advanced reactor designs, and NuScale received support to deploy the first U.S.

small modular reactor (“SMR”)

plan comprised of 12 modules at the Idaho National Laboratory.

The International Development Finance Corp.

signed a letter of intent

to finance NuScale’s development of 42 SMR modules in South Africa.

In an acknowledgement of the future growth potential of new

nuclear technologies, the U.S.

government has increased its industry support.

December 2020, U.S.

Congress passed the “COVID-Relief and Omnibus Spending Bill,” which included $75 million for the establishment

of a strategic U.S.

Uranium Reserve.

The Biden-Harris Administration has rolled the 2021 funding into its 2022 fiscal year budget to

continue this initiative.

In July 2021, the uranium Section 232 report was publicly released.

The report concluded that uranium imports

were “weakening our internal economy” and “threaten to impair the national security” and recommended immediate

actions to “enable U.S.

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

uranium consumption”.

Russian invasion of Ukraine has fast tracked the Uranium Reserve Program.

On May 5, 2022, the U.S.

Secretary of Energy Jennifer Granholm

testified before the Senate Committee on Energy and Natural Resources that the DoE “would make direct purchases of domestically

mined and converted uranium this calendar year to establish a strategic uranium reserve”.

Secretary Granholm’s comments make

clear that the U.S.

is thinking larger.

Granholm stated that “We should not be sending any money to Russia for any American energy

or for any other reason,” and “if we move away from Russia right away, we want to make sure we have the ability to continue

to keep the fleet afloat.” To accomplish this she further disclosed that the DoE is “developing a full-on uranium strategy

that’s going through the interagency process.”

in June 2022, the U.S.

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

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

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

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

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

An expansion of the U.S.

Uranium Reserve program continues

to be discussed.

As originally proposed, the program contemplated $150M in annual purchases for a 10 year period which would aggregate

to $1.5 billion over its lifetime.

Administration Initiatives

positive momentum has continued for the nuclear and uranium mining sector due to the Biden-Harris Administration’s emphasis on

climate change.

Upon taking office, the Biden team immediately rejoined the Paris Agreement and continued its pursuit of campaign promises

of investments in clean energy, creating jobs, producing clean electric power, and achieving carbon-pollution free energy in electricity

generation by 2035.

Since taking office, President Biden has given all agencies climate change initiatives and has started a climate

change working group.

The existing U.S.

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

clean energy, and new, advanced

nuclear technologies promise to generate additional clean energy.

A White House national climate advisor told the media in a press briefing

that the Biden-Harris Administration intends to seek a national clean energy standard that includes nuclear energy.

The Company believes

that nuclear energy will be increasingly able to compete on a level playing field with renewable energy technologies.

The Harris-Biden

DoE has been a supporter of new nuclear technologies and invested in next generation demonstration reactors due to its pro-climate agenda.

August 16, 2022, President Biden signed into law the Inflation Reduction Act, which is a significantly reduced version of the Build Back

This Act provides for $369 billion in climate and energy investments, a portion of which will significantly benefit the

domestic nuclear industry.

Notably, while protecting the climate, there is a leveling of the playing field with renewable energy,

which has long benefited from government support.

We see the benefits to nuclear split across existing reactors, new advanced reactors,

low enriched uranium and high-assay low enriched uranium nuclear fuels, and in multiple stages of the domestic nuclear fuel cycle.

believe that each of these benefits increase future aggregate uranium demand.

While this represents the largest funding support of the

nuclear industry in decades, there could be a larger secondary benefit as greater funding was allocated to battery technologies

including vanadium redox flow batteries (VRFB).

2022, we have observed the DoE becoming increasingly outspoken and working hard at creating nuclear fuel solutions to address the current

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

As an example, during September

2022, activity in the U.S.

escalated in response to Russia’s invasion of Ukraine.

Secretary of Energy, Jennifer Granholm,

in an address to the IAEA Vienna conference stated:

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

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

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

This followed the DOE $4.3 billion

commitment for the development of expanded domestic reactor fuel supply chain specifically focused on domestic enrichment and conversion

Most notably, the DoE continues to make preparations for a Russian counter-sanction terminating the flow of nuclear fuel and

services from Russia.

Multiple bills were introduced into the U.S.

legislature, and many of these have bipartisan support.

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.

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 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 three months ended March 31, 2024 and 2023, we recognized aggregate revenue of $54,273 and $165,975, respectively, under these

oil and gas lease arrangements.

Mine Complex Project Update

continues to ramp up operations to achieve its annualized production target of 1 million pounds of uranium and 6 million pounds of vanadium.

At the beginning of 2024, Western expanded the Sunday Mine Complex mining operations by deploying two alternating mining crews and two

alternating drilling teams who operate seven days a week.

Following the expansion of infrastructure deeper into the West Sunday Mine,

the mining teams commenced driving a drift approximately 2,700 feet to the Leonard & Clark deposit.

So far, the teams have drifted

approximately 317 feet and are now deploying a jumbo drill to increase progress.

drilling teams continue to define additional mining areas utilizing underground horizontal drilling.

Between January 25th and March 31st,

the team has drilled a total of 8,170 linear feet with 43 long hole drill targets at three separate areas of the GMG deposit.

Fuel and Uranium Effect from the Russian Invasion of Ukraine

start of the Russia/Ukraine war created extraordinary volatility in uranium markets during the first half of 2022.

At the peak, the spot

price was at an 11 year high.

Prior to the invasion on February 24, 2022, uranium spot prices were in the $43 per pound range and rose

to slightly over $63 per pound by April 2022;

an increase of ~$20 per pound.

Later in May 2022 and June 2022, the spot price receded

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

Following this range bound period,

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

At the peak, the

spot price was at an 11 year high.

Prior to the invasion on February 24, 2022, uranium spot prices were in the $43 per pound range

and rose to slightly over $63 per pound by April 2022;

an increase of approximately $20 per pound.

Later in May 2022 and June 2022,

the spot price receded to $45 levels, before recovering to the $50 +/- per pound price level.

This price level was maintained for an

extended period as the immediate ban/sanctions anticipated by investors of nuclear fuel and services from Russia couldn’t be

markets followed the price action of physical uranium prices in speculation that governments worldwide would sanction and ban nuclear

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technology, and raw materials for missile fuel” to be used in the Ukraine war.

In the months since, multiple legislative sanction

proposals have been put forth in the United States, including banning Russian uranium imports.

has the largest fleet of nuclear

reactors, these actions have the potential to cause a realignment of uranium markets.

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

the United States.

There has been significant legislative progress

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

Before the U.S.

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

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

This amendment requires the Secretary of Energy to establish a Nuclear

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

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

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

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

bill titled Prohibiting Russian Uranium Imports Act.

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

90 days after its enactment;

subject to conditional Department of Energy waivers.

Those waivers include scenarios where no alternate

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

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

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

civilian nuclear reactors with domestic production.

believe the shift away from Russia/Rosatom will be a major catalyst in the realignment of nuclear fuel markets which will benefit western

As a result, we continue to accelerate the advancement of our operational strategy in anticipation of increasing uranium price

levels that will reward near-term scaled-up ore production.

Nuclear Fuel and Uranium Market Conditions

During the nine months ended September 30, 2023,

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

The uranium market improved significantly during the third quarter as more

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

As measured by uranium mining

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

However the Sprott large capitalization

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

Because of outperformance earlier

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

The events of 2022 have set in motion uranium

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

There are positive catalysts across multiple levels of the nuclear

fuel and uranium markets.

Senate went on summer recess,

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

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

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

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

of Energy (DOE).

In advance of the United States putting in place a ban or sanctions on Russian uranium, the DOE continues to make preparations

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

UNITED STATES BAN OF RUSSIAN URANIUM:

In response to Russia’s war in Ukraine, the United States legislature passed the Prohibiting Russian Uranium Imports Act (H.R.

to ban Russian uranium imports into the U.S.

Unanimous passage of The Prohibiting Russian Uranium Imports Act (H.R.

1042) in April 2024

Senate followed the U.S.

House of Representatives' passage of the bill in December 2023.

Subsequently, on May 13, 2024, President

Biden signed this legislation into law.

The ban will now go into effect 90 days after its enactment and will be phased in under Department

of Energy conditional waivers before becoming a complete ban on January 1, 2028.

Importantly, the enactment of a Russian ban releases

funding to support the American nuclear supply chain.

Through nuclear energy diplomacy, Russia’s control of the global nuclear fuel

supply chain extends to many countries.

However, as the United States has the world’s largest civilian nuclear reactor fleet, it

has now taken steps to reduce its reliance on state-sponsored Russian nuclear fuel.

RUSSIAN RESPONSE TO URANIUM BAN:

On May 14, 2024, the day following the ban enactment, Bloomberg reported that Russia had responded with TENEX issuing force majeure notices

utility customers.

TENEX is the subsidiary of Rosatom, the state nuclear energy corporation, and the entity through which U.S.

counterparties contract for Russian uranium product imports into the United States.

The TENEX force majeure notices require U.S.

to secure waivers within 60 days that exempt them from the new U.S.

Russian uranium ban or risk being moved to the back of the line for

uranium deliveries if they are granted a waiver later.

TENEX’s notice is based on their intention to honor their contracts, but

they acknowledge this could be overridden by the Kremlin.

This Russian uranium ban is scheduled to go into

effect in 90 days.

It allows for the granting of conditional waivers through 2027.

The TENEX notice sets a 60 day deadline for U.S.

to secure a waiver exemption.

The DOE has targeted a 30 day period to establish the conditions and process through which waivers could

legislative intentions were to deprive Russia of the revenue associated with U.S.

purchases of Russian nuclear fuel

and counter Russia’s control of the global nuclear fuel cycle by flooding U.S.

and international markets with state-supported Russian

uranium and services.

We continue to believe the shift away from Russia/Rosatom will be a

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

We anticipate this process will culminate

in tremendous support for the U.S.

nuclear fuel industry.

As a result, we have been and will continue to accelerate the advancement of

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

Fuel and Uranium Market Conditions

During the three months ended March 31, 2024,

the spot uranium price decreased - $3.25 from $91.00 to $87.75.

However this follows an extremely strong period in the market where spot

uranium prices have reacted to supply/demand constraints and geopolitical risks.

Since July 2023, spot uranium increased from the approximately

$50/lbs level to over $100/lbs in January 2024, before settling back into approximately the $90 level.

The events of 2022 have set in

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

There are positive catalysts across multiple levels

of the nuclear fuel and uranium markets.

Underlying fundamentals are the strongest in decades.

This is attributable to multiple factors, including climate

change, energy security, supply chain and energy scarcity initiatives.

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

supply into a market with excess future demand.

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

contracts with mining companies for primary supply.

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

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

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

However, the challenge is in meeting

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

We believe uranium equity prices will

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

Most notably during the quarter,

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

We believe the continued draw down of inventories

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

This is attributable to multiple factors,

including climate change, energy security, supply chain and energy scarcity initiatives.

The supply/demand imbalance has flipped from

a market with excess supply into a market with excess future demand.

With the reduced availability of secondary supplies, utilities have

begun adding multi-year contracts with mining companies for primary supply.

The drivers expanding the demand for nuclear fuel include

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

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

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

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

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

We believe the continued

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

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

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Western nuclear fuel buyers.

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

and replaced him with a

military junta.

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

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

Uranium is Niger’s main export and this small West

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

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

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

Most importantly, Niger’s Junta has threatened the

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

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

for further cooperation in regard to nuclear power.

This conflict also has the potential to impact future global uranium

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

nationals and difficulties receiving supplies .

Re-establishing political stability is

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

respective projects.

In late July 2023, soldiers of Niger’s

presidential guard deposed from power President Mohamed Bazoum;

and replaced him with a military junta.

This is significant because the

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

mercenary group.

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

world and was producing about 5% of global production.

Orano, the French state-backed nuclear energy company has significant operations

in the country that were impacted.

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

Most importantly, Niger’s

Junta has threatened the export of uranium to France which has serious implications because France acquires 20% of its natural uranium

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

potential for further cooperation in regard to nuclear power.

Under pressure from the government of Niger, a U.S.

delegation is presenting

detailed plans for shuttering two American bases and withdrawing all troops from the country.

This is occurring as the Junta has signed

a new military agreement with Russia, and brought Russian military instructors into the country in April 2024.

During May 2024 in a joint

statement, Niger and the U.S.

announced that no later than September 2024 all U.S.

military troops will be withdrawn from Niger.

This conflict also has the potential to impact

future global uranium supply.

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

many foreign nationals and difficulties receiving supplies.

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

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

Notably the Junta, has provided

notice to a foreign mining company that it must commence mining operations at its Niger uranium project by July 3, 2024 or risk of revocation

of its mining permit.

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

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region that is highly influential on global energy prices.

Physical Uranium Trust

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

“Trust”) took over the former Uranium Participation Corp.

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

2021 to raise capital for the closed-ended trust.

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

of uranium causing spot prices to increase.

In the first year after the Trust initiated its ATM program, over 39 million pounds of uranium

were purchased.

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

Subsequently, additional physical uranium funds have

been launched in Kazakhstan and Switzerland.

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

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

Mineral Processing Plant

January 2023, the Company issued news releases announcing that it has begun site and facility design and permitting on a property acquired

in Green River, Emery County, Utah to build a state-of-the-art mineral processing plant.

This facility will be designed to recover uranium,

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

Selecting and acquiring

the processing site has taken over one year to find a location with the road, power and water infrastructure required.

The processing

plant will utilize the latest processing technology, including Western’s patented Kinetic Separation process.

These technology

advancements will result in lower overall capital and processing costs.

This processing plant is expected to have a cost of approximately

$50 to $60 million.

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

In January 2023, the Company issued news releases

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

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

This facility will be designed to

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

Selecting and acquiring the processing site has taken over one year to find a location with the road, power and water infrastructure

The processing plant will utilize the latest processing technology, including Western’s patented Kinetic Separation process.

These technology advancements will result in lower overall capital and processing costs.

This processing plant is expected to have a cost

of approximately $75 million.

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

in late 2027.

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

Within the state of Utah,

there are numerous occurrences of cobalt which may be economical to mine, if a processing facility were available.

The development of the Maverick Mineral Processing

state of Utah, there are numerous occurrences of cobalt which may be economical to mine, if a processing facility were available.

The development of the Maverick Minerals Processing

Plant in Green River, Utah, has advanced considerably.

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

All studies have been initiated.

During the first five months of 2024, additional progress

has been made.

The baseline data required for submission of the permitting application continues to be collected from the onsite meteorological

A final plant and animal study was completed.

This study confirmed the site is clear of endangered plant life that is only observable

during the Spring growing season.

Additional consulting commitments have been made to advance the licensing and development with Precision

Systems Engineering (PSE), a leading engineering, and design consulting firm headquartered in Sandy, Utah.

PSE is targeting to release

the preliminary engineering design and cost estimate in June 2024 for a 500 ton per day mill.

Venture with Rimrock Exploration and Development Inc.

Western has entered into a joint venture with

Rimrock Exploration and Development Inc.

(“Rimrock”), a private company which owns two fully permitted, developed, and past

producing uranium mines in Colorado.

Western will fund mining operations and initially Rimrock will be the operator.

Upon the payment

of the initial contribution, each party will own a 50% interest in the assets of the joint venture.

Western has already funded more than

half of the initial contribution.

These mines access shallow uranium deposits where mined material is available at depths of 60 and 120

The joint venture will sell the mined material to Western under terms to be determined.

The mines do not have a technical report

but are anticipated to provide marginal production to supplement Western’s Sunday Mine Complex production.

Uranium/Vanadium

Buying Program

Energy Fuels has announced that it expects to

offer an ore buying program and that it plans to be able to schedule a milling run to begin in late 2024 or early 2025 at the White Mesa

Mill, the only operational conventional uranium/vanadium mill in the United States.

Western and Energy Fuels have had initial discussions

regarding the delivery of mined material from the Sunday Mine Complex.

If a mutually beneficial arrangement can be established, Western

could pivot its current mining operations to begin deliveries of uranium/vanadium mined material in as little as 30 days at annualized

quantities up to 250,000 pounds of uranium and 1,000,000 pounds of vanadium.

of Operations

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

following table presents the Company’s financial results for the three months ended March 31, 2024 and 2023.

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Cost of revenues

Mining expenditures

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Total operating expenses

Operating (loss)/profit

Accretion and interest (income) expense, net

Net (loss)/income

Operating loss

Accretion and interest income, net

Other income, net

Other comprehensive (loss) income

Foreign exchange (loss)/gain

Comprehensive (loss)/income

Foreign currency translation adjustment

Comprehensive loss

$ (2,619,247 )

$ (1,097,217 )

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

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

per share, respectively.

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

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

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

The decrease in revenue of $19,403,

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

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

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

condensed consolidated net loss for the three months ended March 31, 2024 and 2023 was $2,476,888 and $1,103,531, respectively.

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

comprehensive loss for the three months ended March 31, 2024 and 2023 was $2,619,247 and $1,097,217, respectively.

Our revenue for the three months ended March 31,

2024 and 2023 was $54,273 and $165,975, respectively.

The decrease in revenues of $111,702, or 67% was primarily related to lower prices

and lower production volumes from the oil and gas wells during the three months ended March 31, 2024 as compared to the three months ended

March 31, 2023.

expenditures for the three months ended March 31, 2024 were $1,308,879 as compared to $605,104 for the three months ended March 31,

The increase in mining expenditures of $703,775, or 116% was principally attributable to scaling up mining activities at the

Company’s Sunday Mine Complex.

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

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

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

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

in-house resources.

and Administrative

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

ended September 30, 2022.

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

costs and labor and related benefits.

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

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

and Interest (Income) Expense, net

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

for the three months ended September 30, 2022.

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

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

Exchange Gain/(Loss)

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

months ended September 30, 2022.

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

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

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

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

The principal components of

these year over year changes are discussed below.

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

nine months ended September 30, 2022.

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

The decrease in revenue was

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

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

There was not a corresponding

uranium concentrate delivery/sale during the current period.

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

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

ended September 30, 2022.

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

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

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

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

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

the Company’s Sunday Mine Complex.

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

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

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

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

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

Company’s Sunday Mine Complex which involved the hiring of additional mining personnel, increased mining services and supplies

costs, and increased maintenance and depreciation costs for mining equipment and vehicles placed into service.

fees for the three months ended March 31, 2024 were $112,690 as compared to $87,096 for the three months ended March 31, 2023.

increase in professional fees of $25,594, or 29% was due to increased accounting and legal costs recognized in the current

and Administrative

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

ended September 30, 2022.

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

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

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

decrease in consulting fees of $29,177, or 37% was principally due to the decreased use of consultants due to the increased use of the

Company’s expanded in-house staff.

and Interest (Income) Expense, net

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

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

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

Exchange Gain/(Loss)

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

months ended September 30, 2022.

and administrative expenses for the three months ended March 31, 2024 were $966,245 as compared to $613,365 for the three months

ended March 31, 2023.

The increase in general and administrative expense of $352,880, or 58% is primarily due to an increase in

non-cash stock-based compensation expense and an increase in payroll expense.

fees for the three months ended March 31, 2024 were $193,426 as compared to $737 for the three months ended March 31, 2023.

increase in consulting fees of $192,689 was principally due to the increased use of consultants for the Maverick Minerals Processing

Plant to prepare the permitting application.

and interest income, net

Accretion and interest income, net for the three

months ended March 31, 2024 was $50,079 as compared to $35,296 for the three months ended March 31, 2023.

The increase in interest income,

net of $14,783, or 42% was principally attributable to higher interest rates earned and larger invested cash balances during the three

months ended March 31, 2024 as compared to the three months ended March 31, 2023.

income, net for the three months ended March 31, 2024 was $0 as compared to $1,500 for the three months ended March 31, 2023.

was principally attributable to a gain on the sale of used vehicles during the three months ended March 31, 2023.

currency translation adjustment

currency translation adjustment for the three months ended March 31, 2024 was a loss of $142,359 as compared to a gain of $6,314 for

the three months ended March 31, 2023.

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

and Capital Resources

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

The Company’s cash position is highly

dependent on its ability to raise capital through the issuance of debt and equity and its management of expenditures for mining development

and for fulfillment of its public company reporting responsibilities.

Management believes that in order to finance the development of

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

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

Western will also require

cash and cash equivalents and restricted cash balance as of March 31, 2024 was $12,277,635.

Our cash position is highly dependent on

our ability to raise capital through the issuance of debt and equity and our management of expenditures for mining development and for

fulfillment of our public company reporting responsibilities.

Our management believes that in order to finance the development of the

mining properties and Kinetic Separation, to secure regulatory licenses and to construct the Maverick Minerals Processing Plant for the

processing of uranium and vanadium, we will be required to raise additional capital by way of debt and/or equity.

We will also require

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

This outlook is based on the Company’s

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

external opportunities.

cash (used in) provided by operating activities

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

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

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

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

September 30, 2022.

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

This outlook is based on our current

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

opportunities.

cash used in operating activities

cash used in operating activities was $1,757,471 for the three months ended March 31, 2024, as compared with $629,914 for the three

months ended March 31, 2023.

The increase of $1,127,557 in cash used in operating activities was principally driven by an increase

in net loss of $1,373,357, which includes a $333,501 increase in non-cash items including depreciation, accretion of reclamation

liability, stock-based compensation and change in marketable securities offset by a decrease of $87,701 in working capital

adjustments, primarily related to changes in prepaid expenses and other current assets, accounts payable and accrued liabilities and

contingent consideration.

cash used in investing activities

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

months ended September 30, 2022.

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

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

cash used in investing activities was $403,369 for the three months ended March 31, 2024, as compared with $623,623 for the three months

ended March 31, 2023.

The decrease in cash used in investing activities of $220,254 was principally due to reduced acquisitions of mining

equipment and vehicles in the current quarter, as compared to greater acquisitions of equipment in the initial scale up of mining capacity

during the three months ended March 31, 2023.

cash provided by financing activities

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

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

of $3,011,878 during nine months ended September 30, 2022 and a decrease of $2,068,766 in proceeds received from the exercise of warrants.

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

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

reclamation are reviewed periodically by the applicable regulatory authorities.

The reclamation liability represents the Company’s

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

The Company determined the

gross reclamation liabilities of the mineral properties to be $751,444 and $751,405 as of September 30, 2023 and December 31, 2022, respectively.

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

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

The net discounted aggregated values as

of September 30, 2023 and December 31, 2022 were $313,632 and $300,276, respectively.

The gross reclamation liabilities as of September

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

Net cash provided by financing activities for

the three months ended March 31, 2024 and 2023 were $4,605,458 and $0, respectively.

The increase in cash provided by financing activities

of $4,605,458 was due to proceeds of $4,605,458 from the exercise of warrants during the three months ended March 31, 2024.

mines are subject to certain asset retirement obligations, which we have recorded as reclamation liabilities.

The reclamation

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

are reviewed periodically by the applicable regulatory authorities.

The reclamation liability represents our best estimate of the

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

We determined the gross reclamation liabilities

of the mineral properties to be $751,517 and $751,444, as of March 31, 2024 and December 31, 2023, respectively.

The portion of the

reclamation liability related to the Van 4 Mine, which is in reclamation as of March 31, 2024, and its related restricted cash are

included in current liabilities and current assets, respectively, at a value of $75,075.

During the three months ended March 31,

2024, 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.

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 March 31, 2024 and December 31, 2023 were $244,557 and $241,562,

respectively.

The gross reclamation liabilities as of March 31, 2024 and December 31, 2023 are secured by financial warranties in

the amount of $751,517 and $751,444, respectively.

and Gas Lease and Easement

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

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

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

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

mineral interest.

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

incrementally over the eight year term of the easement.

entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by us of approximately 160

surface acres of our property in Colorado.

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

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

received cash payments from the lessee related to the easement that we are recognizing incrementally over the eight year term of the

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

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

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

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

of $357,908 and $387,810, respectively, under these oil and gas lease arrangements.

Under the oil and gas lease and easement arrangements,

during the three months ended March 31, 2024 and 2023, we recognized aggregate revenue of $54,273 and $165,975, respectively.

Party Transactions

Company has transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows:

have transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows:

to the acquisition of Black Range, Mr.

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In connection with the transfer, Black

Range issued 25 million shares of Black Range common stock to Seller and committed to pay AUD $500,000 (USD $321,399 as of September

Range issued 25 million shares of Black Range common stock to Seller and committed to pay AUD $500,000 (USD $325,800 as of March 31,

2024) to Seller within 60 days of the first commercial application of the Kinetic Separation technology.

Western assumed this contingent

payment obligation in connection with the acquisition of Black Range.

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

obligation was determined to be probable.

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

the Company recorded the deferred contingent consideration as an assumed liability in the amount of $321,299 and $340,252 as of September

30, 2023 and December 31 2022, respectively.

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

These leases, which are all on a month-to-month basis, are for the Company’s rental of office, workshop, warehouse and employee

housing facilities.

The Company incurred rent expense of $17,925 and $13,550 in connection with these arrangement for the three months

ended September 30, 2023 and 2022, respectively.

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

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

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

Company is obligated to pay Mr.

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

We assumed this contingent payment

obligation in connection with the acquisition of Black Range.

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

was determined to be probable.

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

the deferred contingent consideration as an assumed liability in the amount of $325,800 and $340,650 as of March 31, 2024 and December

31, 2023, respectively.

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

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

inception, the Company has met its liquidity requirements principally through the issuance of notes, the sale of its common shares and

from limited revenue sources.

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

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

During the three months ended June 30, 2022, we realized revenue of $7.2 million

and corresponding costs of $4.0 million in connection with a single sale of uranium concentrate.

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

additional financing.

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

regulatory approval licenses to fully utilize its Kinetic Separation, to construct a conventional mill for the processing of uranium

and vanadium and to incorporate Kinetic Separation in the processing of ore to generate operating cash flows.

Western will need additional

capital to continue ongoing mining operations by its in-house mining team at the Sunday Mine Complex while simultaneously permitting

and construction a processing plant.

are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated

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

If the Company is unable to obtain

sufficient amounts of additional capital, it may be required to reduce the scope of its planned product development, which could harm

its financial condition and operating results, or it may not be able to continue to fund its ongoing operations.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern to sustain operations for at least one year from the

issuance of the accompanying financial statements.

The accompanying condensed interim consolidated financial statements do not include

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

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

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

incurred rent expense of $23,525 and $17,925 in connection with these arrangements for the three months ended March 31, 2024 and 2023,

respectively.

are obligated to pay Mr.

Glasier for reimbursable expenses in the amount of $15,482 and $84,040, included within accounts payable and

accrued liabilities, as of March 31, 2024 and December 31, 2023, respectively.

the exception of the quarter ended June 30, 2022, we had incurred losses from our operations and as of March 31, 2024, had an accumulated

deficit of $21,294,745 and working capital of $11,177,529.

inception, we have met our liquidity requirements principally through the issuance of notes, the sale of our common shares and from limited

revenue sources.

During the three months ended March 31, 2024, we received $4,605,458 in proceeds from the exercise of its common share

On December 12, 2023, we closed a non-brokered private placement of 5,215,828 units at a price of CAD $1.39 per unit.

The aggregate

gross proceeds raised in the private placement amounted to CAD $7,250,000 (USD $4,836,867 in net proceeds).

During the year ended December

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

Our ability to continue our operations and to

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

Management’s plans include seeking

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

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

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

We will need additional capital to continue ongoing

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

There are no assurances that we will be able to

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

operating costs and required debt service.

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

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

able to continue to fund our ongoing operations.

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

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

The accompanying consolidated

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

Balance Sheet Arrangements

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

The Company has not entered into any specialized financial agreements

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

of March 31, 2024, there were no off-balance sheet transactions.

We have not entered into any specialized financial agreements to minimize

our investment risk, currency risk or commodity risk.

Accounting Estimates and Policies

2 unchanged sentences

and reported amounts of expenses during the reporting period.

assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period,

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

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

fair value of transactions involving common shares, assessment

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

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

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

Other areas requiring estimates include allocations of expenditures,

depletion and amortization of mineral rights and properties.

assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting

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

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

fair value of transactions involving common

shares, assessment of the useful life and evaluation for impairment of intangible assets, valuation and impairment assessments on

mineral properties, deferred contingent consideration, the reclamation liability, valuation of stock-based compensation and valuation of long-term debt, HST and asset retirement obligations.

Other areas requiring

estimates include allocations of expenditures, depletion and amortization of mineral rights and properties.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis