What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-08-14 · 421 added, 338 removed, 415 unchanged (65% of the section changed)

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

The forward-looking statements contained or incorporated

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

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

There can be no assurance that future developments affecting us will

be those that we have anticipated.

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

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

by these forward-looking statements.

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

2 of Part I and Item 1A of Part II of this quarterly report.

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

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

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

otherwise, except as may be required under applicable securities laws.

The forward-looking statements contained

or incorporated by reference in this quarterly report are based on our current expectations and beliefs concerning future developments

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

There can be no assurance that future developments

affecting us will be those that we have anticipated.

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

which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those

expressed or implied by these forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors

described in this Item 2 of Part I and Item 1A of Part II of this quarterly report.

Should one or more of these risks or uncertainties

materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these

forward-looking statements.

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

information, future events or otherwise, except as may be required under applicable securities laws.

The following discussion should be read in conjunction

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and Western became a United States reporting issuer.

On June 30, 2023, Western re-qualified as a foreign private issuer

as that term is defined in Rule 3b-4(c) promulgated under the Exchange Act.

As a result, the Company may now utilize certain accommodations

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

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

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

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

The Company plans

to take advantage of these accommodations.

On June 30, 2023, Western re-qualified as a foreign

private issuer as that term is defined in Rule 3b-4(c) promulgated under the Exchange Act.

As a result, the Company may now utilize certain

accommodations made to foreign private issuers, including (1) an exemption from complying with the Commission’s proxy rules, (2)

an exemption from the Company’s insiders having to comply with the reporting and short-swing trading liability provisions of Section

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

and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S.

plans to take advantage of these accommodations.

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

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as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells.

During the three months ended June 30, 2024 and

2023, we recognized aggregate revenue of $39,781 and $102,789, respectively, and for the six months ended June 30, 2024 and 2023, we recognized

aggregate revenue of $94,054 and $268,764, respectively, under these oil and gas lease arrangements.

Oil and gas royalties declined in

the current quarter due to a maintenance shutdown of a wellpad, which contains a set of eight (8) wells from which the Company derives

During the three months ended September 30, 2024

and 2023, we recognized aggregate revenue of $52,981 and $89,144, respectively, and for the nine months ended September 30, 2024 and 2023,

we recognized aggregate revenue of $147,035 and $357,908, respectively, under these oil and gas lease arrangements.

For the three months

ended September 30, 2024, oil and gas royalties declined due to lower volumes attributable to production decline curves.

months ended September 30, 2024, the decline in oil and gas royalties was principally attributable to short-term well-pad maintenance

shutdowns of eight (8) wells during the second quarter and lower production volumes attributable to production decline curves.

Sunday Mine Complex Project Update

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Between January 25th and March 31st, the team drilled a total of 13,153 linear

During the second quarter, the underground horizontal drilling program achieved 12,339 additional linear feet of drilling followed

by probing of the holes and data collection.

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 operated seven

In early January, a schedule of alternating weeks with seven workdays per week was implemented for the mining and drilling

teams at the Sunday Mine Complex.

By early July, mining operations transitioned back to a four workdays per week schedule to enhance coordination

and efficiency for the next phase of the work program.

The mining team encountered a previously

unknown uranium mineral deposit while drifting to the Leonard & Clark deposit.

Consequently, the Company has paused the drifting project

and the mining team and the drilling team switched the locations from which they were working.

station was relocated to this newly discovered uranium deposit in order to facilitate an assessment of its size.

As this is a previously

unexplored area, this discovery was not unexpected as our expectation is that we will encounter additional significant mineral deposits.

The San Rafael Uranium Project, located in Emery

County, Utah, is being developed as the Company's second production facility.

Western submitted a Notice of Intent to the

Bureau of Land Management (“BLM”) for which the BLM has given its approval for this mineral and groundwater exploration

Following this approval, the Company submitted an exploration permit application to Utah’s Division of Oil, Gas & Mining.

We anticipate receiving this last approval needed to commence the project within approximately 30 days.

Following the completion of repairs

to access roads, the phase 1 drilling program is set to begin in 2024.

Initially, groundwater monitoring wells will be installed at five

drilling locations, reaching depths of approximately 1,000 feet.

During the borehole completion process, mineralization will also be assessed

and confirmed against historical drill data.

During the second quarter, the underground horizontal drilling program achieved 12,339 additional linear feet, and in the third

quarter an additional 4,983 linear feet were achieved.

Also, during the third quarter, the operations

team moved to an area of the Sunday Mine where the last operator ceased production.

Existing underground workings were rehabilitated and

utilities were installed in a large stope area close to the former production face.

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 operated seven days a week.

January, a schedule of alternating weeks with seven workdays per week was implemented for the mining and drilling teams at the Sunday

Mine Complex.

By early July, mining operations transitioned back to a four workdays per week schedule to enhance coordination and efficiency

during the summer months.

For the next phase of the work program, the mining team is transitioning back to the seven day work schedule

in November 2024.

The mining team encountered a previously unknown uranium mineral deposit

while drifting to the Leonard & Clark deposit.

Consequently, the Company has paused the drifting project and the mining team and the

drilling team switched the locations from which they were working.

The drilling station was relocated to this newly discovered uranium

deposit in order to facilitate an assessment of its size.

As this is a previously unexplored area, this discovery was not unexpected as

our expectation is that we will encounter additional significant mineral deposits.

Significant drilling, probing and data collection was

done in this area, and reporting will be completed under the supervision of Western’s new geologist, to be hired in the fourth quarter

The San Rafael Uranium Project, located in Emery County, Utah, is being

developed as the Company's second production facility.

During the second quarter 2024, Western submitted a Notice of Intent to the U.S.

Bureau of Land Management (“BLM”) that was approved for a mineral and groundwater exploration project.

the third quarter of 2024, Utah’s Division of Oil, Gas & Mining gave its approval of the exploration permit application and

the Company posted a $60,300 Financial Guarantee of reclamation costs with the BLM.

Following the completion of repairs to access roads,

the phase 1 drilling program is set to begin in 2024.

Initially, groundwater monitoring wells will be installed at five drilling locations,

reaching depths of approximately 1,000 feet.

During the borehole completion process, mineralization will also be assessed and confirmed

against historical drill data.

This project will provide the baseline data needed for permitting application submission.

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

During the six months ended June 30,

2024, approximately $178,549 in funding was provided to the JV, and this amount has been fully expensed to mining expenditures.

Initial Contribution to fund the mining operations is likely to be satisfied during the third quarter of 2024.

Thereafter, each party

will own a 50% interest in the assets of the JV.

During the three and nine months ended

September 30, 2024, $55,643 and $234,192, respectively, in funding was provided to the JV, and this amount has been fully expensed to

mining expenditures.

The Company completed its earn-in during the third quarter of 2024, through payment of the initial contribution and

now owns a 50% interest in the assets of the JV.

These mines access shallow uranium deposits where mined material is available at depths

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

The Company has been working toward the

completion of an updated Topaz Mine Plan of Operations since 2020.

This is a separate federal requirement of the Bureau of Land

Management (“BLM”) for the conduct of mining activities on the federal land at the Topaz Mine and is a prerequisite to

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

An Environmental Assessment (“EA”) was prepared by an outside

consultant to the BLM and submitted on June 24, 2024 for BLM’s internal review.

On August 2, 2024, the BLM issued a letter

advising that the Plan of Operations Environmental Assessment had been cancelled.

A new federal law called the Fiscal Responsibility

Act of 2023 was enacted that creates a one year time limit for BLM reviews.

Under the transitional rules, the Topaz project was not

eligible for an extension.

However, the project can be resubmitted and be picked-up where it was left off.

The re-scoping process

will need to be repeated to start the one year time clock.

At this time the Company has the ability to modify the Plan of Operations

or proceed with the version previously submitted.

Given this optionality, the Company is making a determination as to the best way

to move forward.

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.

The Company is currently awaiting a Letter of Intent from

Energy Fuels to understand the terms of this ore buying program.

The Company has been working toward the completion of an updated Topaz

Mine Plan of Operations since 2020.

This is a separate federal requirement of the Bureau of Land Management (“BLM”) for the

conduct of mining activities on the federal land at the Topaz Mine and is a prerequisite to re-permit the Topaz Mine with Colorado’s

An Environmental Assessment (“EA”) was prepared by an outside consultant to the BLM and submitted on June 24, 2024 for

BLM’s internal review.

On August 2, 2024, the BLM issued a letter advising that the Plan of Operations Environmental Assessment

had been cancelled.

A new federal law called the Fiscal Responsibility Act of 2023 was enacted that creates a one year time limit for

Under the transitional rules, the Topaz project was not eligible for an extension.

However, the project can be resubmitted

and be picked up where it left off.

The re-scoping process will need to be repeated to start the one year time clock.

the Company has the ability to modify the Plan of Operations or proceed with the version previously submitted.

Given this optionality,

the Company is making a determination as to the best way to move forward.

Energy Fuels Ore Buying Program

Energy Fuels has announced that it expects to commence an ore buying

program from third-party miners in 2024 to increase its uranium production profile at the White Mesa Mill, currently, the only operational

conventional uranium/vanadium mill in the United States.

Western and Energy Fuels have had discussions regarding the delivery of mined

material from the Sunday Mine Complex.

The process can move forward once Energy Fuels makes available a final Ore Purchase Agreement with

the program terms.

If a mutually beneficial arrangement can be established, Western could pivot its current mining operations to begin

deliveries of mined material in as little as 30 days.

Utah Mineral Processing Plant

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

The development of the Maverick Minerals Processing

Plant in Green River, Utah, has advanced considerably.

In the second quarter 2023, the land acquisition was completed and in the third

quarter 2023 the project design and permitting activities commenced with the engagement of a full team of consulting firms, chosen for

their expertise in engineering / mill design, permit preparation, environmental, hydrology, and air quality.

Site evaluation work was

undertaken and a preliminary plant and property site plan was compiled for the location of monitor wells, meteorological towers, buildings,

processing circuits, tailings and evaporation ponds, roads/infrastructure and ore storage facilities.

At a pre-application permitting

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

During the first six 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 towers.

The development of the Maverick Minerals Processing Plant in Green

River, Utah, has advanced considerably.

In the second quarter 2023, the land acquisition was completed and in the third quarter 2023 the

project design and permitting activities commenced with the engagement of a full team of consulting firms, chosen for their expertise

in engineering / mill design, permit preparation, environmental, hydrology, and air quality.

Site evaluation work was undertaken and a

preliminary plant and property site plan was compiled for the location of monitor wells, meteorological towers, buildings, processing

circuits, tailings and evaporation ponds, roads/infrastructure and ore storage facilities.

At a pre-application permitting meeting in

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

During the first nine 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 were made to advance the licensing and development

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

Initially, PSE’s target was to release the preliminary engineering

design and cost estimate in June 2024 for a 500 ton per day mill;

this has been deferred until September 2024.

Notably, several opportunities

have recently become available to optimize the mill project for which additional time is needed.

At this stage of development, we are

continuing to analyze a range of scenarios to determine the most advantageous approach.

Notably, we are exploring downsizing the mill

size by modifying the application of Kinetic Separation.

In addition to variable sizing and the application of Kinetic Separation, we

intend to retain the modular build approach, and the potential to utilize multiple facility locations.

The revised design parameters for

the Maverick Minerals Processing Plant will continue to target annualized uranium production of 1 million pounds of yellowcake.

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

during the spring growing season.

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

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

Initially, PSE’s target

was to release the preliminary engineering design and cost estimate in June 2024 for a 500 ton per day mill;

this timing has been deferred

while Western reassesses its design and strategy now that it has purchased a previously licensed mill site in Colorado (please see Colorado

Mill Site Purchase, below).

At this stage of development, we are continuing to analyze a range

of scenarios to determine the most advantageous approach.

Notably, we are exploring downsizing the mill through the application of Kinetic

In addition to variable sizing and the application of Kinetic Separation, we intend to retain the modular build approach,

and the potential to utilize multiple facility locations.

Colorado Mill Site Purchase

On October 1, 2024, Western, through its wholly owned subsidiary, Western

Uranium Corporation, executed a binding Stock Purchase Agreement (the “PRC Agreement”) to purchase 100% of the shares of Pinon

Ridge Corporation, a Colorado corporation (“PRC”), from a private investor group and thereby acquire Pinion Ridge Resources

Corporation (“PRRC”), which is a wholly owned subsidiary of PRC.

PRRC owns an approximately 900-acre property located in Montrose

County, Colorado, where a uranium processing mill was previously licensed but never constructed.

While the mill was never constructed,

it was fully licensed and thus provides leverage from past expenditures unique to this specific site supporting the permitting process.

The acquisition becomes the second property package, that Western has acquired in addition to the Maverick Minerals Processing Plant site

in Utah, and is part of Western’s plans for developing and licensing one or more uranium and vanadium processing facilities to process

production from its resource properties in Colorado and Utah.

Pursuant to the PRC Agreement, the former PRC

shareholders were paid $829,167 for their PRC equity and shareholder loan repayments.

As of October 3, 2024, Western has completed all

such payments and the transaction has closed.

After closing, a creditor holding a security interest against PRRC was paid a total of $1,148,125

to pay off an outstanding promissory note.

Western also assumed certain PRC liabilities and obligations in the transaction, including

royalty obligations payable to an unrelated third party based upon the mineral volume processed through any mineral processing plant that

is located on the property.

The transaction will be accounted for as a purchase

George Glasier, the President, CEO and a director

of Western, and his wife Kathleen owned 50% of the shares of PRC, and Andrew Wilder, a director of Western, indirectly owned 3% of the

shares of PRC, and so the transaction was considered a related party transaction.

The Company’s Board of Directors established an

independent committee of the Board comprised of directors who were not considered to have an interest in the transaction, and the independent

committee oversaw the negotiation and approved the entering into the Agreement on behalf of the Company.

Of the total cash paid to the

sellers, approximately $414,000 was paid to George Glasier and approximately $24,000 was paid to an affiliate of Andrew Wilder.

The operations team has moved rapidly to deploy instruments for the

collection of water and air quality data.

This baseline testing is being completed to update existing site data as a critical input for

the permitting and licensing application.

Nuclear Fuel and Uranium Effect from the

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1042) in April 2024

2024 by the U.S.

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.

This funding will be deployed by the DOE under

a new program called the Low-Enriched Uranium (LEU) – Enrichment Acquisition.

A Request for Proposal was disseminated in June,

an Industry day was organized in July, and bids will be due in August.

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.

As of August 11, 2024, the Russian

uranium ban has become effective and a waiver is required for U.S.

parties to receive Russian uranium until January 1, 2028 when Russian

material is fully banned.

This is a very new development and will likely have some implications becoming public in

the near-term.

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.

This funding will be deployed by the DOE under a new program called the Low-Enriched

Uranium (LEU) – Enrichment Acquisition.

A Request for Proposal was disseminated in June, an Industry day was organized in July,

and bids will be due in August.

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.

As of August 11, 2024, the Russian uranium ban has become effective and

a waiver is required for U.S.

parties to receive Russian uranium until January 1, 2028 when Russian material is fully banned.

RUSSIAN RESPONSE TO URANIUM BAN:

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could be overridden by the Kremlin.

This deadline has now passed and the Company is only aware of one partial waiver having been issued

by the DOE, and believes that there are four or five waiver requests pending.

Western is unaware of TENEX taking any further actions

subsequent to its force majeure notices.

On May 21, 2024, the DOE published their process and instructions for

requesting a waiver.

The waiver process does not appear restrictive and will likely allow most of the previously contracted Russian material

into the United States prior to January 1, 2028.

legislative intentions were to deprive Russia of the revenue associated with

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.

This deadline has now passed and the DOE is currently granting waivers to the ban.

Multiple waivers

have been partially or fully approved, however the details are not in the public domain.

The waiver process does not appear restrictive

and will likely allow the majority of previously contracted Russian material into the United States prior to January 1, 2028.

is unaware of TENEX taking any further actions subsequent to its force majeure notices.

On May 21, 2024, the DOE published their process

and instructions for requesting a waiver.

The waiver process does not appear restrictive and will likely allow most of the previously

contracted Russian material into the United States prior to January 1, 2028.

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

As a result, we have been and will be continuing to accelerate the advancement

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

Nuclear Fuel and Uranium Market Conditions

During the first half of 2024, the spot uranium

price decreased $6.75 from $91.00 to $84.25.

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 its current levels.

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.

Positive nuclear energy news has continued to highlight the global

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

In terms of future supply, utility contracting

has continued into 2024, and some uranium mining companies are moving toward restarting production.

However, due to the lead time needed

for future uranium production, we are entering a phase where the supply-demand fundamentals are in a deep multi-year structural supply

The future is not clear as we believe some miners with available near-term production are waiting for higher price levels and/or

project funding before making full start-up commitments.

Utilities are also deferring contracting to understand how regulations and geopolitics

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

During the first nine months of 2024, the spot uranium price decreased

$9.00 from $91.00 to $82.00.

Notably, the long-term price increased from $68.00 to $81.50 during a period of rising conversion and enrichment

services prices.

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.

January 2024, before settling back into its current levels.

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

for the next decade and beyond.

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

fundamentals are the strongest in decades.

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

chain and energy scarcity initiatives.

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

future demand.

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

for primary supply.

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

nations expanding fleets and/or extending lives of existing reactors, idled nuclear reactors being redeployed, the reversal of phase-outs

and shutdowns, and the deployment of advanced reactors / SMRs.

However, the challenge is in meeting increasing demand simultaneously with

supply constraints from the world’s largest suppliers.

We believe uranium equity prices will continue to strengthen and reflect

the underlying positive fundamentals in the nuclear/uranium sector.

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.

Positive nuclear energy news has continued to

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

In terms of future

supply, utility contracting has continued into 2024, and some uranium mining companies are moving toward restarting production.

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

multi-year structural supply deficit.

The future is not clear as we believe some miners with available near-term production are waiting

for higher price levels and/or project funding before making full start-up commitments.

Utilities are also deferring contracting to understand

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

In the second quarter of 2024, investors began purchasing nuclear and

uranium equities as a means to create long exposure for their positive view on Artificial Intelligence (AI), due to the vast energy requirements

of data centers.

Recent transactions have been announced as tech giants Microsoft, Amazon, and Google have sought deals to source nuclear

power for their data centers from full scale reactors and SMRs.

Microsoft most prominently signed an agreement with Constellation Energy

to restart a Three Mile Island reactor in Pennsylvania and purchase 100% of the power generated for two decades.

Nuclear Fuel Supply Chain Concentration

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Kazakhstan and Uzbekistan, both former Soviet Republics, citing the vast potential for further cooperation in regard to nuclear power.

Military alliances are changing as the Junta has

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

In addition to the

French military evacuating/being expelled from Niger, the U.S.

Military alliances are changing as the Junta has signed a new military

agreement with Russia and has brought Russian military instructors into the country in April 2024.

In addition to the French military

evacuating/being expelled from Niger, the U.S.

military has agreed to depart the country.

During May 2024 in a joint statement,

Niger and the U.S.

During May 2024 in a joint statement, Niger

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

military troops will be withdrawn from Niger.

Under pressure from

the government of Niger, the U.S.

military troops would be withdrawn from Niger.

Under pressure from the

government of Niger, the U.S.

completed the final withdrawal of all military personnel on August 5, 2024.

The Junta is now utilizing

Russian military support as a replacement.

This conflict is impacting future global uranium

Several 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 project development costs.

Recently, the government of Niger has revoked operating permits from

foreign uranium companies, including Orano in June 2024 and Goviex in July 2024.

The Junta is now utilizing Russian

military support as a replacement.

This conflict is impacting future global uranium supply.

Several uranium

mine development projects in the country continue to proceed despite the evacuation of many foreign nationals and difficulties receiving

Re-establishing political stability is likely a prerequisite to these companies receiving the funding packages needed to cover

the significant project development costs.

Recently, the government of Niger has revoked operating permits from foreign uranium companies,

including Orano in June 2024 and Goviex in July 2024.

Subsequently in October 2024, Orano suspended production at its last operating mine

This was due to the financial strain from a border closing, which has stranded stockpiled uranium.

Further, the government is

not responding to proposed export alternatives.

During October 2023, geopolitical instabilities spread further to the

Middle East after a Hamas attack on Israel triggered a counterattack by Israel on the Gaza Strip.

This additional hot spot further increases

volatility in the world and destabilizes the Middle East region that is highly influential on global energy prices.

The Israel-Hamas hostilities have escalated

over the Summer of 2024 and then spread to other countries in the Middle East.

This additional hot spot further increases volatility in

the world and destabilizes the Middle East region that is highly influential on global energy prices.

United States Presidential Election

On November 5, 2024, the United States held a highly contested Presidential

election between Republicans (Trump-Vance) and Democrats (Harris-Walz).

The Trump-Vance Republican ticket won, thus returning former-President

Donald Trump to a second Presidential term.

Also, Republicans appear to have assumed control of Congress by achieving majorities in both

the Senate and House of Representatives.

Nuclear energy currently enjoys bipartisan support, but each of these Presidential Administrations

has taken a different approach in their support.

Given the Republican wins in these elections, this is likely to lead to changes in the

approach to various issues that could affect the Company’s business but can’t be predicted with any certainty.

However, based upon available information, we speculate that Biden-Harris’ climate change and clean energy initiatives will be de-emphasized

in favor of Trump administration campaign themes involving energy independence and America first policies.

Results of Operations

The following table presents the Company’s

financial results for the three and six months ended June 30, 2024 and 2023.

financial results for the three and nine months ended September 30, 2024 and 2023.

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Mining expenditures

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$ (3,225,516 )

Three Months Ended June 30, 2024 as Compared to the Three Months

Ended June 30, 2023

Three Months Ended September 30, 2024 as Compared to the Three

Months Ended September 30, 2023

Our condensed consolidated net loss for the three

months ended June 30, 2024 and 2023 was $2,625,522 and $1,076,659, respectively.

The principal components of these year over year changes

are discussed below.

months ended September 30, 2024 and 2023 was $2,241,170 and $1,060,042, respectively.

The principal components of these year over year

changes are discussed below.

Our comprehensive loss for the three months ended

June 30, 2024 and 2023 was $2,688,042 and $1,024,783, respectively.

Our revenue for the three months ended June 30,

September 30, 2024 and 2023 was $2,227,152 and $1,103,516, respectively.

Our revenue for the three months ended September

30, 2024 and 2023 was $52,981 and $89,144, respectively.

The decrease in revenues of $63,008, or 61% was primarily related to lower production

volumes from the oil and gas wells due to well maintenance shutdowns during the three months ended June 30, 2024 as compared to the three

months ended June 30, 2023.

The decrease in revenues of $36,163, or 41% was primarily related to lower oil

and gas well volumes attributable to production decline curves during the three months ended September 30, 2024 as compared to the three

months ended September 30, 2023.

Mining Expenditures

Mining expenditures for the three months ended

June 30, 2024 were $1,384,951 as compared to $656,545 for the three months ended June 30, 2023.

The increase in mining expenditures of

$728,406, or 111% was principally attributable to scaling up mining activities at the Company’s Sunday Mine Complex which involved

September 30, 2024 were $1,166,343 as compared to $730,854 for the three months ended September 30, 2023.

The increase in mining expenditures

of $435,489, or 60% was principally attributable to scaling up mining activities at the 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

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Professional Fees

Professional fees for the three months ended June

30, 2024 were $245,187 as compared to $171,834 for the three months ended June 30, 2023.

Professional fees for the three months ended September

30, 2024 were $127,049 as compared to $44,382 for the three months ended September 30, 2023.

The increase in professional fees of $82,667,

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General and administrative expenses for the three

months ended June 30, 2024 were $824,868 as compared to $405,754 for the three months ended June 30, 2023.

The increase in general and

administrative expense of $419,114, or 103% is primarily due to an increase in headcount and employee benefits, as well as an increase

in non-cash stock-based compensation expense.

months ended September 30, 2024 were $813,403 as compared to $365,197 for the three months ended September 30, 2023.

The increase in general

and administrative expense of $448,206, or 123%, is primarily due to an increase in headcount and employee benefits, non-cash stock-based

compensation expense and insurance costs in connection with increased mining activities.

Consulting fees

Consulting fees for the three months ended June

30, 2024 were $296,928 as compared to $0 for the three months ended June 30, 2023.

The increase in consulting fees of $296,928 was due

to consultant costs incurred to prepare the permitting application for the Maverick Minerals Processing Plant

Consulting fees for the three months ended September

30, 2024 were $247,850 as compared to $48,251 for the three months ended September 30, 2023.

The increase in consulting fees of $199,599

was due to the increased costs incurred for the licensing and permitting of a mineral processing plant.

Accretion and interest income, net

Accretion and interest income, net for the three

months ended June 30, 2024 was $86,631 as compared to $52,185 for the three months ended June 30, 2023.

The increase in interest income,

net of $34,446, or 66% was principally attributable to higher interest rates earned and larger invested cash balances during the three

months ended June 30, 2024 as compared to the three months ended June 30, 2023.

months ended September 30, 2024 was $62,492 as compared to $39,498 for the three months ended September 30, 2023.

The increase in interest

income, net of $22,994 or 58% was principally attributable to higher interest rates earned and larger invested cash balances during the

three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

Other income, net

Other income, net for the three months ended June

30, 2024 was $0 as compared to $2,500 for the three months ended June 30, 2023.

The change was principally attributable to a gain on the

sale of used vehicles during the three months ended June 30, 2023.

Other income, net for the three months ended September

30, 2024 was $1,998 as compared to $0 for the three months ended September 30, 2023.

The change was attributable to a loss on the sale

of a used vehicle during the three months ended September 30, 2024.

Foreign currency translation adjustment

Foreign currency translation adjustment for the

three months ended June 30, 2024 was a loss of $62,520 as compared to a gain of $51,876 for the three months ended June 30, 2023.

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

Six Months Ended June 30, 2024 as Compared to the Six Months

Ended June 30, 2023

Our condensed consolidated net loss for the six

months ended June 30, 2024 and 2023 was $5,102,410 and $2,180,190, respectively.

The principal components of these year over year changes

are discussed below.

Our comprehensive loss for the six months ended

June 30, 2024 and 2023 was $5,307,289 and $2,122,000, respectively.

Our revenue for the six months ended June 30,

three months ended September 30, 2024 was a gain of $14,018 as compared to a loss of $43,474 for the three months ended September 30,

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

Nine Months Ended September 30, 2024 as Compared to the Nine

Months Ended September 30, 2023

Our condensed consolidated net loss for the nine

months ended September 30, 2024 and 2023 was $7,343,580 and $3,240,232, respectively.

The principal components of these year over year

changes are discussed below.

Our comprehensive loss for the nine months ended

September 30, 2024 and 2023 was $7,534,441 and $3,225,516, respectively.

Our revenue for the nine months ended September

30, 2024 and 2023 was $147,035 and $357,908, respectively.

The decrease in revenues of $174,710, or 65% was primarily related to lower production

volumes from the oil and gas wells due to well maintenance shutdowns during the six months ended June 30, 2024 as compared to the three

months ended June 30, 2023.

The decrease in revenues of $210,873, or 59% was primarily related to lower

production volumes from the oil and gas wells due to short-term well-pad maintenance shutdown in the second quarter and lower well performance

during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Mining Expenditures

Mining expenditures for the six months ended June

30, 2024 were $2,693,830 as compared to $1,261,649 for the six months ended June 30, 2023.

Mining expenditures for the nine months ended September 30, 2024 were

$3,860,173 as compared to $1,992,503 for the nine months ended September 30, 2023.

The increase in mining expenditures of $1,867,670,

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Professional Fees

Professional fees for the six months ended June

30, 2024 were $357,877 as compared to $258,930 for the six months ended June 30, 2023.

The increase in professional fees of $98,947, or

38% was due to increased accounting and legal costs in connection with increased business and mining activities.

Professional fees for the nine months ended September

30, 2024 were $484,926 as compared to $303,312 for the nine months ended September 30, 2023.

The increase in professional fees of $181,614,

or 60% was due to increased accounting and legal costs in connection with increased business and mining activities.

General and Administrative

General and administrative expenses for the six

months ended June 30, 2024 were $1,791,113 as compared to $1,019,119 for the six months ended June 30, 2023.

The increase in general and

administrative expense of $771,994, or 76% is primarily due to an increase in headcount and employee benefits, as well as an increase

in non-cash stock-based compensation expense.

General and administrative expenses for the nine

months ended September 30, 2024 were $2,604,516 as compared to $1,384,316 for the nine months ended September 30, 2023.

The increase in

general and administrative expense of $1,220,200, or 88% is primarily due to an increase in headcount and employee benefits, non-cash

stock-based compensation expense and insurance costs in connection with increased mining activities.

Consulting fees

Consulting fees for the six months ended June

30, 2024 were $490,354 as compared to $737 for the six months ended June 30, 2023.

The increase in consulting fees of $489,617 was due

to consultant costs incurred to prepare the permitting application for the Maverick Minerals Processing Plant.

Consulting fees for the nine months ended September

30, 2024 were $738,204 as compared to $48,988 for the nine months ended September 30, 2023.

The increase in consulting fees of $689,216

was due to the increased costs incurred for the licensing and permitting of a mineral processing plant.

Accretion and interest income, net

Accretion and interest income, net for the six

months ended June 30, 2024 was $136,710 as compared to $87,481 for the six months ended June 30, 2023.

The increase in interest income,

net of $49,229, or 56% was principally attributable to higher interest rates earned and larger invested cash balances during the six months

ended June 30, 2024 as compared to the six months ended June 30, 2023.

Accretion and interest income, net for the nine

months ended September 30, 2024 was $199,202 as compared to $126,979 for the nine months ended September 30, 2023.

The increase in interest

income, net of $72,223, or 57% was principally attributable to higher interest rates earned and larger invested cash balances during the

nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023.

Other income, net

Other income, net for the six months ended June

30, 2024 was $0 as compared to $4,000 for the six months ended June 30, 2023.

The change was principally attributable to a gain on the

sale of used vehicles during the three months ended June 30, 2023.

Other income, net for the nine months ended September

30, 2024 was a loss of $1,998 as compared to a gain of $4,000 for the nine months ended September 30, 2023.

The change was principally

attributable to a gain on the sale of a used vehicles during the nine months ended September 30, 2023 compared to a loss on the sale of

a used vehicle during the nine months ended September 30, 2024.

Foreign currency translation adjustment

Foreign currency translation adjustment for the

six months ended June 30, 2024 was a loss of $204,879 as compared to a gain of $58,190 for the six months ended June 30, 2023.

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

nine months ended September 30, 2024 was a loss of $190,861 as compared to a gain of $14,716 for the nine months ended September 30, 2023.

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

Liquidity and Capital Resources

Our cash and cash equivalents and restricted cash

balance as of June 30, 2024 was $9,567,976.

balance as of September 30, 2024 was $7,459,395.

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

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Net cash used in operating activities was $5,762,812

for the six months ended June 30, 2024, as compared with $1,425,369 for the six months ended June 30, 2023.

for the nine months ended September 30, 2024, as compared with $2,563,287 for the nine months ended September 30, 2023.

The increase of

in cash used in operating activities was principally driven by an increase in net loss of $2,922,220, offset by an increase of $393,750

in stock-based compensation.

$3,199,525 in cash used in operating activities was principally driven by an increase in net loss of $4,103,348, offset by an increase

of $542,788 in stock-based compensation and an increase of $269,925 in depreciation.

Net cash used in investing activities

Net cash used in investing activities was $1,178,935

for the six months ended June 30, 2024, as compared with $1,718,751 for the six months ended June 30, 2023.

The decrease in cash used

in investing activities of $688,740 was principally due to reduced purchases of mining equipment and vehicles in the current period, as

compared to a greater level of purchases of equipment for the initial scale up of mining capacity during the six months ended June 30,

for the nine months ended September 30, 2024, as compared with $1,874,183 for the nine months ended September 30, 2023.

The decrease in

cash used in investing activities of $695,248 was principally due to elevated purchases of equipment in the 2023 period in connection

initial mining mobilization related to the Sunday Mine Complex.

Net cash provided by financing activities

Net cash provided by financing activities for

the six months ended June 30, 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 six months ended June 30, 2024.

the nine months ended September 30, 2024 and 2023 were $4,605,458 and $551,629, respectively.

The increase in cash provided by financing

activities of $4,053,829 was due to proceeds of $4,605,458 from the exercise of warrants during the nine months ended September 30, 2024.

Reclamation Liability

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The reclamation liability represents our best estimate of the present value of future reclamation costs in connection with the mineral

We determined the gross reclamation liabilities of the mineral properties to be $751,517 and $751,444, as of June 30, 2024

and December 31, 2023, respectively.

The portion of the reclamation liability related to the Van 4 Mine, which is in reclamation as of

June 30, 2024, and its related restricted cash are included in current liabilities and current assets, respectively, at a value of $75,075.

During the six months ended June 30, 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 June 30, 2024 and December 31, 2023 were $247,592 and

$241,562, respectively.

The gross reclamation liabilities as of June 30, 2024 and December 31, 2023 are secured by financial warranties

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

In connection with our San Rafael Mine, during the three months ended September 30, 2024, we incurred an additional gross

and discounted reclamation liability of $61,403 and $12,154, respectively.

We determined the gross reclamation liabilities of the mineral

properties to be $812,027 and $751,444, as of September 30, 2024 and December 31, 2023, respectively.

The portion of the reclamation liability

related to the Van 4 Mine, which is in reclamation as of September 30, 2024, and its related restricted cash are included in current liabilities

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

During the nine months ended September 30, 2024, our internal mining operations

team has been performing the Van 4 Mine reclamation work, and the State of Colorado has not yet reduced the reclamation liability amount.

We expect to begin incurring the reclamation liability after 2054 for all mines that are not in reclamation and accordingly, have discounted

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

The net discounted aggregated values as of September 30,

2024 and December 31, 2023 were $262,880 and $241,562, respectively.

The gross reclamation liabilities as of September 30, 2024 and December

31, 2023 are secured by financial warranties in the amount of $812,027 and $751,444, respectively.

Oil and Gas Lease and Easement

We entered into an oil and gas lease that became

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

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

As consideration

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

Monthly royalty payments

are ongoing on the sixteen (16) wells.

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.

Under the oil and gas lease and easement arrangements,

during the three months ended June 30, 2024 and 2023, we recognized aggregate revenue of $39,781 and $102,789, respectively, and for the

six months ended June 30, 2024 and 2023, the Company recognized aggregate revenue of $94,054 and $268,764, respectively, under these oil

and gas lease arrangements

during the three months ended September 30, 2024 and 2023, we recognized aggregate revenue of $52,981 and $89,144, respectively, and for

the nine months ended September 30, 2024 and 2023, the Company recognized aggregate revenue of $147,035 and $357,908, respectively, under

these oil and gas lease arrangements

Related Party Transactions

11 unchanged sentences

consideration obligation is probable and the amount is estimable, we recorded the deferred contingent consideration as an assumed liability

in the amount of $334,650 and $340,650 as of June 30, 2024 and December 31, 2023, respectively.

in the amount of $346,820 and $340,650 as of September 30, 2024 and December 31, 2023, respectively.

On October 1, 2024, Western, through its wholly

owned subsidiary, Western Uranium Corporation (“WUC”), executed a binding Stock Purchase Agreement (the “PRC Agreement”)

to purchase 100% of the shares of Pinon Ridge Corporation, a Colorado corporation (“PRC”), from a private investor group and

thereby acquire an approximately 900-acre property located in Montrose County, Colorado, where a uranium processing plant was previously

licensed but never constructed.

George Glasier, the President, CEO and a director of Western, and his wife Kathleen owned 50% of the shares

of PRC, and Andrew Wilder, a director of Western, indirectly owned 3% of the shares of PRC.

Therefore, this transaction constitutes a

related party transaction.

The Company’s Board of Directors established an independent committee of the Board, comprised of directors

who are not considered to have an interest in the transaction.

The independent committee of the Board has overseen the negotiation and

approved the entering into the Agreement on behalf of the Corporation.

Of the total cash paid to the sellers, approximately $414,000 was

paid to George Glasier and approximately $24,000 was paid to an affiliate of Andrew Wilder.

We have multiple lease arrangements with Silver

3 unchanged sentences

We incurred rent expense of $26,325 and $17,925 in

connection with these arrangements for the three months ended June 30, 2024 and 2023, respectively.

connection with these arrangements for the three months ended September 30, 2024 and 2023, respectively.

We incurred rent expense of $76,175

and $35,850 in connection with these arrangements for the six months ended June 30, 2024 and 2023, respectively.

and $53,775 in connection with these arrangements for the nine months ended September 30, 2024 and 2023, respectively.

We are obligated to pay Mr.

Glasier for reimbursable

expenses in the amount of $19,656 and $50,010, included within accounts payable and accrued liabilities, as of June 30, 2024 and December

31, 2023, respectively.

During the three months ended June 30, 2024, we

purchased approximately $9,000 of mining related equipment from Silver Hawk Ltd.

expenses in the amount of $23,832 and $50,010, included within accounts payable and accrued liabilities, as of September 30, 2024 and

December 31, 2023, respectively.

During the nine months ended September 30, 2024

and 2023, the Company purchased approximately $9,000 and $25,800 of mining related equipment from Silver Hawk Ltd, respectively.

Going Concern

With the exception of the quarter ended June 30,

2022, we had incurred losses from our operations and as of June 30, 2024, had an accumulated deficit of $23,920,267 and working capital

2022, we had incurred losses from our operations and as of September 30, 2024, had an accumulated deficit of $26,161,437 and working capital

of $6,174,805.

1 unchanged sentence

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

During the six months ended

June 30, 2024, we received $4,605,458 in proceeds from the exercise of our common share warrants.

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 our common share warrants.

During the nine months ended

September 30, 2024, we received $4,605,458 in proceeds from the exercise of our common share warrants.

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 our common share warrants.

Our ability to continue our operations and to

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Off Balance Sheet Arrangements

As of June 30, 2024, there were no off-balance

As of September 30, 2024, there were no off-balance

sheet transactions.

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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