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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-16 · 1258 added, 1017 removed, 612 unchanged (79% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report,

our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Based on their evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded

that our disclosure controls and procedures were not effective as of December 31, 2023, to ensure that information required to be disclosed

by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within

the time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to management, including our principal

executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Description of Material Weakness

Management has concluded that the Company’s

disclosure controls and procedures were not effective as of December 31, 2023, due to the failure to report disclosures on a timely basis.

Remediation of Material Weakness

Management has developed a plan and related timeline

for the Company to design a set of control procedures and the related required documentation thereof in order to address this material

However, its implementation was delayed as a decline in commodity prices caused the Company to pursue aggressive cost cutting

and de-staffing which has increasingly concentrated duties on the remaining staff.

Until the Company has the proper staff in place, it

likely will not be able to remediate its material weaknesses.

Management’s Annual Report on Internal

Control Over Financial Reporting

Management is responsible for establishing and

maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to provide

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

in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those

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

and dispositions of the assets of the company;

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

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

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

and (iii) provide reasonable

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

could have a material effect on the financial statements.

This annual report does not include an

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

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

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

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

As of the end of the period covered by this report, our principal executive

officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Based on their evaluation of our

disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls

and procedures were not effective as of December 31, 2024, to ensure that information required to be disclosed by the Company in the reports

that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal

financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Internal control over financial reporting is a process designed under the supervision and with

the participation of our management, including our chief executive officer and chief financial officer, to provide reasonable assurance

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

accounting principles generally accepted in the United States of America.

As of December 31, 2024, our management assessed the effectiveness

of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission, or COSO, in Internal Control-Integrated Framework (2013).

Based on this assessment, management, under the supervision and

with the participation of our chief executive officer and chief financial officer, concluded that, as of December 31, 2024, our internal

control over financial reporting was not effective based on those criteria.

Based upon its assessment as of December 31, 2024,

management identified the following material weaknesses in its internal control over financial reporting, inclusive of the control weakness

related to disclosure controls and procedures:

lack of sufficient dedicated accounting personnel, resulting in delays around the timely collection of inputs and the preparation and

review of financial reporting, as well as the inability to provide for effective segregation of duties, and

lack of formal documentation of the design of the control environment and the related control processes and procedures.

Remediation Efforts to Address Material Weaknesses

We have identified and implemented, and continue to implement, certain

remediation efforts to improve the effectiveness of our internal control over financial reporting.

These remediation efforts are ongoing

and include the following measures to address the material weaknesses identified:

● We have engaged additional accounting resources from our consultants.

additional resources have enabled us to improve the timeliness and initial recording of inputs as well as for the preparation of account

reconciliations.

● We have engaged a new member of the management team into our cash disbursement

function, thus providing an improvement in segregating duties for incompatible roles.

● We have implemented additional procedures in connection with our monthly

accounting closing process.

While we believe the steps taken to date will improve the effectiveness

of our internal control over financial reporting, we have not yet completed all of our planned remediation efforts.

Attestation Report

This annual report does not include an attestation

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

Management’s report

was not subject to attestation by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall

Street Reform and Consumer Protection Act that grants a permanent exemption for non-accelerated filers from complying with Section 404(b)

of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control

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

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

affect, our internal control over financial reporting.

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

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

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

control over financial reporting.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

8 unchanged sentences

Andrew Wilder

Michael Skutezky

Director (effective June 27, 2024)

Executive Officers

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Piñon Ridge uranium mill;

planned for construction in Western Montrose County, Colorado.

He began his career in the uranium industry

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

uranium producer in the United States.

originally planned for construction in Western Montrose County, Colorado.

He began his career in the

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

becoming the largest uranium producer in the United States.

Robert Klein has served as Chief

21 unchanged sentences

in Accounting from George Mason University.

Michael Rutter has

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

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

Michael Rutter has served as the

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

Rutter is in charge

of Western’s mining and milling operations;

all operations teams report to Mr.

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

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

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

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

In his role as Vice President of Operations, Mr.

Rutter was in charge of overseeing

resource properties and the advancement of Kinetic Separation.

He was the project coordinator for the development of all of

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

prior period from 2014 to 2016, Mr.

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

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

Rutter oversaw

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

Energy Fuels Inc.

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

Rutter hires staff, procures equipment and

is responsible for the maintenance and scaling-up of activities at Western’s resource properties.

Beginning in 2016 and until he was appointed

Rutter served as Western’s Vice President of Operations, serving part-time until 2022 and then full-time since.

role as Vice President of Operations, Mr.

Rutter was in charge of overseeing resource properties and the advancement of Kinetic Separation.

He was the project coordinator for the development of all of Western’s resource properties and spearheaded efforts at the Sunday

Mine Complex, and certain reclamation projects.

During the prior period from 2014 to 2016, Mr.

Rutter provided services to Western as

a consultant on a part-time basis.

Rutter’s experience also included working for Veolia Nuclear Solutions Federal Services during

2014 through 2022, where Mr.

Rutter oversaw electrical and mechanical operations at the Paradox Valley Unit of the Colorado River Basin

Salinity Control Program and working for Energy Fuels Inc.

from 2007 through 2014 as Maintenance and Operations Superintendent in uranium

production in Utah, Colorado and Arizona.

Non-Employee Directors

Andrew Wilder serves

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

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

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

Areas of focus include

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

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

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

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

In 2011, prior to launching Cross River

Infrastructure Partners, Mr.

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

services to alternative asset managers and institutions.

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

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

Wilder’s prior

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

Wilder received the Chartered Accountant (Canada) designation,

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

Andrew Wilder serves as a Director and the Chairman of the Audit Committee for Western

Uranium & Vanadium Corporation, positions he has held since 2014, and as a member of the Governance, Nominating & Compensation

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

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

Areas of focus include capturing and sequestering carbon emissions, generating green hydrogen and ammonia, generating clean power with

advanced small modular nuclear reactors, and up cycling bio-waste into renewable natural gas.

Wilder is also currently a Board Member

for Bedford 2030, a community-based climate action non-profit organization for the Township of Bedford, New York.

In 2011, prior to launching

Cross River Infrastructure Partners, Mr.

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

business development services to alternative asset managers and institutions.

Wilder co-founded and served as Chief Operating

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

Wilder’s prior career included serving as a Manager in the audit group of Deloitte.

Wilder received the Chartered Accountant

(Canada) designation, holds the CFA designation, and received an MBA from the University of Toronto and a BA from the University of Western

Our board of directors believe that Mr.

Wilder’s extensive experience in financial management and in the energy industry

qualifies him to serve on our board of directors.

Bryan Murphy has

served as a Director of Western Uranium & Vanadium Corp.

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

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

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

since 2018 and serves on both the Audit Committee and the Governance,

Nominating & Compensation Committee.

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

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

renewable energy innovation and industrial design company.

Formerly, Mr.

Murphy was Co-Founder and Managing Partner

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

In these capacities, Mr.

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

North America, Europe, and the Middle East.

Murphy was Co-Founder and Managing Partner of Quest

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

these capacities, Mr.

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

across North America, Europe, and the Middle East.

In the prior dozen years, Mr.

Murphy held senior management roles at Canadian Tire Corporation

overseeing divisions and business lines.

Murphy held senior management roles at Canadian

Tire Corporation overseeing divisions and business lines.

Additionally, Mr.

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

largest homeless youth agencies.

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

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

Bryan earned the ICD.D designation from the Rotman

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

Murphy was formerly a board member of Covenant House

Toronto, one of Canada’s largest homeless youth agencies.

Bryan has an Honours Bachelor of Arts in Business Administration

majoring in Finance and an MBA with Distinction from the University of Western Ontario Richard Ivey School of Business.

the ICD.D designation from the Rotman School of Management at the University of Toronto and the Institute of Corporate Directors.

Our board of directors believe that Mr.

Murphy’s extensive experience in strategic and other advisory and executive leadership

qualifies him to serve on our board of directors.

Michael Skutezky was elected to

the Board of Directors in June 2024 and serves as the Chairman of the Governance, Nominating & Compensation Committee and as a member

of the Audit Committee.

He brings over 40 years of experience as an officer, counsel, and director in the financial sector in Canada.

His career includes serving as Assistant General Counsel at Royal Bank of Canada, where he specialized in international and Canadian project

financing, and as Senior Vice President, Personal Trust at National Trust.

Currently, Mr.

Skutezky is the Chairman and sole shareholder

of Rhodes Capital Corporation, a firm that provides alternative financing solutions for small to mid-sized businesses and startups.

Company specializes in business financing strategies designed to enhance working capital and cash flow.

Since 2019, Mr.

Skutezky has served

as Secretary and Senior Legal Counsel for Voyager Metals Inc.

He has also been a Director of New Break Resources Ltd.

since April 2014,

where he previously held the role of Corporate Secretary until stepping down in October 2021.

However, he continues to serve as a Director.

Additionally, he has been a Director of Green Shift Commodities Ltd.

since June 2022.

Skutezky holds a B.A.

in Business from Bishop’s

University and an LL.B.

from Dalhousie Law School.

He is a member of the Canadian and International Bar Associations and a non-practicing

member of the Law Society of Ontario.

Our board of directors believe that Mr.

Skutezky’s extensive legal, financial and uranium

industry experience qualifies him to serve on our board of directors.

Involvement of Officers and Directors in

25 unchanged sentences

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

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

to any person who sends a written request for a copy to Western Uranium & Vanadium Corp., 5 Church Street, Toronto, Ontario, Canada

Insider Trading Policy

4 unchanged sentences

Audit Committee

Western has established

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

and Bryan Murphy.

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

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

qualifies as an “audit committee financial expert”.

Western has established a separately designated audit committee of

the Board comprised of Andrew Wilder, Bryan Murphy, and Michael Skutezky.

Our audit committee is responsible for oversight of audits,

corporate governance, board nominations, and executive compensation.

The Board has determined that one of its members, Andrew Wilder,

who has previously served as Western’s Chief Financial Officer, qualifies as an “audit committee financial expert”.

We have also determined that Mr.

Wilder and Mr.

Murphy are independent

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

Murphy, and Mr.

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

Governance, Nominating

& Compensation Committee

Western has established a separately designated Governance, Nominating

& Compensation Committee of the Board comprised of Michael Skutezky (Chair of the Governance, Nominating & Compensation Committee),

Andrew Wilder, and Bryan Murphy.

Our Governance, Nominating & Compensation Committee is responsible to assist the Board in fulfilling

its oversight responsibilities relating to establishing corporate governance policies, evaluating the effectiveness and independence of

the directors of the Company planning Board composition, overseeing director education, and developing a management continuity plan along

with a competitive compensation strategy to enhance the Company’s sustainable profitability and growth.

EXECUTIVE COMPENSATION

2 unchanged sentences

by our named executive officers:

Name and Principal Position

Stock Awards ($)

Option Awards ($)

All Other Compensation ($)

Principal Position

George Glasier (1)

2 unchanged sentences

Chief Financial Officer

Michael Rutter (3)

Chief Operating Officer

On November 24, 2024, Mr.

Glasier was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates.

This option will vest in three installments:

one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026.

On December 20, 2023, Mr.

Glasier was granted

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

from each of the respective vesting dates.

Glasier was granted a non-qualified option to purchase 250,000 of our common shares at an exercise price of $1.20 (CAD $1.60) per share which expires five years from each of the respective vesting dates.

This option will vest in three installments:

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

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

For the year ended December 31, 2023, Mr.

Glasier received a reimbursement of $15,000 in

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

On February 10, 2022, Mr.

Glasier was granted

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

from each of the respective vesting dates.

This option vested in three installments:

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

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

On October 31, 2022, Mr.

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

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

option vested in two installments:

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

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

For each of the years December 31, 2024 and 2023, Mr.

Glasier received a reimbursement of $15,000 in lieu of participation in Western’s health plan, which was initiated in 2023.

On November 24, 2024, Mr.

Klein was granted a non-qualified option

to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the

respective vesting dates.

This option will vest in three installments:

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

on January 31, 2026.

On December 20, 2023, Mr.

Klein was granted an

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

each of the respective vesting dates.

Klein was granted a non-qualified option to purchase 250,000 of our common shares at an

exercise price of $1.20 (CAD $1.60) per share which expires five years from each of the respective vesting dates.

This option will vest

in three installments:

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

For each of the years

ended December 31, 2024 and 2023, Mr.

Klein received a reimbursement of $15,000 in lieu of participation in Western’s health plan,

which was initiated in 2023.

Rutter became an executive officer on January 30, 2024.

On November 24, 2024, Mr.

Rutter was granted a non-qualified option to purchase 175,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates.

This option will vest in three installments:

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

2024 and one-third on January 31, 2025.

For the year ended December 31, 2023, Mr.

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

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

On February 10, 2022, Mr.

Klein was granted an incentive

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

the respective vesting dates.

This option vested in three installments:

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

one-third on July 1, 2022.

On October 31, 2022, Mr.

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

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

This option vested in

two installments:

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

one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026.

Employment Agreements

13 unchanged sentences

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

Pursuant to the employment agreement, if the Company terminates

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

Glasier a lump sum payment

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

On November 12, 2020, the Company entered into

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

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

initial term that ends on September 30, 2021.

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

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

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

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

In January 2024, the Board approved an increase to Mr.

base salary from $250,000 to $300,000.

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

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

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

his annual base salary.

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

with Robert Klein, its Chief Financial Officer.

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

September 30, 2021.

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

notice of their intention not to renew.

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

to review by the board of directors at least annually.

Under the agreement, Mr.

Klein is eligible to receive bonuses

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

a strategic transaction by the Company.

The agreement provides that Mr.

Klein is eligible to participate generally in any employee benefit

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

in amounts to be determined and approved by the Board.

Klein is eligible to receive bonuses after the end of

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

by the Company.

In January 2024, the Board approved an increase to Mr.

Klein’s base salary from $150,000 to $200,000.

The agreement

provides that Mr.

Klein is eligible to participate generally in any employee benefit plan of the Company or its affiliates and to receive

annual stock option grants under the Company’s incentive stock option plan in amounts to be determined and approved by the Board.

Outstanding Equity Awards Table

3 unchanged sentences

Number of securities

underlying unexercised

options (#) exercisable

unexercised options

Number of securities

underlying unexercised

options (#) unexercisable

exercise price

unexercised options

unexercisable

Option exercise

expiration date

George Glasier

Michael Rutter

Outstanding Stock Awards at Fiscal Year-End for 2024

5 unchanged sentences

Bryan Murphy (2)

Michael Skutezky (3)

During the year ended December 31, 2024, the Company incurred $43,823 in director fees for Mr.

Wilder’s services as a Director.

On December 20, 2023, Mr.

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

On November 25, 2024, Mr.

Wilder was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates.

This option will vest in three installments:

one-third on January 31, 2025, one-third on July 31, 2025 and one-third on January 31, 2026.

During the year ended December 31, 2024, the Company incurred $79,231

in director fees for Mr.

Murphy’s services as a Director.

On November 25, 2024, Mr.

Murphy was granted a non-qualified option to

purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective

vesting dates.

This option will vest in three installments:

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

January 31, 2026.

Michael Skutezky was elected to the Board of Directors on June 27,

During the year ended December 31, 2024, the Company incurred $24,760 in director fees for Mr.

Murphy’s services as Chairman and Director.

On December 20, 2023, Mr.

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

Skutezky’s services as a Director.

On July 14, 2024, Mr.

Skutezky was granted a non-qualified option to purchase 100,000 of our common shares at an exercise price of $1.47

(CAD $2.00) per share which expires five years from each of the respective vesting dates.

These options will vest in two installments:

50,000 on July 31, 2024 and 50,000 on January 31, 2025.

On November 25, 2024, Mr.

Skutezky was granted a non-qualified option to purchase

200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective

vesting dates.

This option will vest in three installments:

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

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

January 31, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with

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

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

each of our directors and executive officers;

all of our directors and executive officers as a group.

The amounts and percentages of common shares

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

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

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

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

to direct the disposition of a security.

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

a right to acquire beneficial ownership within 60 days.

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

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

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

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

The following table sets forth information with respect to the beneficial

ownership of our class of common shares as of April 15, 2025 by:

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

of our directors and executive officers;

of our directors and executive officers as a group.

The amounts and percentages of common shares beneficially

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

The information

relating to our 5% beneficial owners is based on information we received from such holders and information that is publicly available

in Schedule 13Ds and Schedule 13Gs filed with the SEC.

Under the rules of the SEC, a person is deemed to be a “beneficial owner”

of a security if that person has or shares voting power, which includes the power to vote or direct the voting of a security, or investment

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

A person is also deemed to be a beneficial owner

of any securities of which that person has a right to acquire beneficial ownership within 60 days.

Securities that can be so acquired

are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any

other person’s percentage.

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

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

Except as otherwise set forth in the footnotes

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

Ontario, Canada M5H 2S8.

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

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

to the table below, the address of persons listed below is c/o Western Uranium & Vanadium Corp., 5 Church Street, Toronto, Ontario,

Canada M5E 1M2.

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

investment power with respect to the indicated common shares.

Title of Class

Name of Beneficial Owner

Percentage of

Common Shares (1)

Percent of class (1)

5% or Greater Shareholders:

Common shares

George Glasier, CEO

5,635,868 (2)

Common shares

ALPS Advisors, Inc.

Common shares

MMCAP International Inc.

5,613,483 (3)

Brooke Benenson

2,977,838 (4)

Common shares

Global X Management Company LLC

Directors and Named Executive Officers:

Common shares

George Glasier, CEO

5,635,868 (2)

Common shares

Robert Klein, CFO

Common shares

Michael Rutter, COO

Common shares

Andrew Wilder

Common shares

Michael Skutezky

All executive officers and directors as a group (6 persons)

Based on 59,386,546 common shares outstanding on April 15, 2025 and, with respect to each individual holder, rights to acquire our common shares exercisable within 60 days of April 15, 2025.

Consists of 4,810,869 common shares and 708,333 common shares issuable upon the exercise of stock options held by Mr.

Also includes 116,666 common shares issuable upon the exercise of stock options held by Mr.

Consists of 4,810,869 common shares and 858,333 common shares issuable

upon the exercise of stock options held by Mr.

Also includes 166,666 common shares issuable upon the exercise of stock options

Glasier’s spouse, the beneficial ownership of which Mr.

1 unchanged sentence

Consists of 6,871,000

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

Consists of 2,977,838 outstanding

common shares.

The address for ALPS Advisors, Inc.

is 1290 Broadway, Suite 1000, Denver, Colorado 80203.

Consists of 2,702,666

common shares and 3,126,455 common shares issuable upon the exercise of warrants beneficially owned by MMCAP International Inc.

The address for MMCAP International Inc.

SPC is 161 Bay Street, TD

Canada Trust Tower Suite 2240, Toronto, Ontario, M5J 2S1, Canada.

Consists of 3,268,064 common shares.

The address for Global X Management Company LLC is 605 3rd Avenue,

43rd Floor, New York, NY 10158

Consists of 45,842 common shares and 858,334 common shares issuable

upon the exercise of stock options held by Mr.

Consists of 13,321 common shares and 533,333 common shares issuable upon the exercise of stock options held by Mr.

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

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

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

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

Consists of 11,118 common shares and 858,334 common shares issuable upon the exercise of stock options held by Mr.

Consists of 56,172 common shares owned directly, 62,500 common shares

beneficially owned indirectly through Magellan Limited, and 858,334 common shares issuable upon the exercise of stock options held by

Consists of 5,500 common shares owned directly, 3,787 common shares beneficially owned indirectly through Rhodes Capital Corporation, 6,787 common shares issuable upon the exercise of warrants beneficially owned indirectly through Rhodes Capital Corporation, and 166,666 common shares issuable upon the exercise of stock options held Mr.

Equity Compensation Plan Information

The Company maintains an Incentive Stock Option

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

Shareholders of the Company approved

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

The board of directors approved additional changes to the Plan

on September 12, 2015.

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

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

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

The Company maintains the Plan that permits the

granting of stock options as incentive compensation.

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

the Plan on June 20, 2013.

The board of directors approved additional changes to the Plan on September 12, 2015.

On October 1, 2021, the

Company further amended the Plan.

On May 24, 2023, the Board of Directors approved and on June 29, 2023 the shareholders approved an amendment

The purpose of the Plan is to attract, retain

42 unchanged sentences

securities to

securities remaining available for future issuance

available for

Plan Category

1 unchanged sentence

Equity compensation plans not approved by shareholders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The Company has transacted with related parties pursuant to service

arrangements in the ordinary course of business, as follows:

The Company has transacted with related parties

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

Prior to the acquisition of Black Range, Mr.

George Glasier, the Company’s

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

LLC to Black Range.

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

to pay AUD $500,000 (USD $340,650 as of December 31, 2023) to Seller within 60 days of the first commercial application of the Kinetic

Separation technology.

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

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

Since the deferred contingent consideration

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

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

The Company has multiple lease arrangements with Silver Hawk Ltd.,

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

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

the rental of office, workshop, warehouse and employee housing facilities.

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

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

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

from Silver Hawk Ltd.

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

venture with Ablation Technologies, LLC to Black Range.

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

Range common stock to Seller and committed to pay $309,138 (AUD $500,000) to Seller within 60 days of the first commercial application

of the Kinetic Separation technology.

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

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 $309,138 and $340,650 as of December 31, 2024 and 2023, respectively.

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, $414,584

was paid to George Glasier and $24,875 was paid to an affiliate of Andrew Wilder.

The Company has multiple lease arrangements with

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

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

basis, are for the rental of office, workshop, warehouse and employee housing facilities.

The Company incurred rent expense of $106,500

and $71,700 in connection with these arrangements for the years ended December 31, 2024 and 2023, respectively.

The Company is obligated to pay Mr.

1 unchanged sentence

2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023,

the Company purchased equipment from Silver Hawk Ltd.

for $9,000 and $25,800, respectively.

Director Independence

8 unchanged sentences

three directors.

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

National Instrument 52-110 Audit Committees .

SEC rules require a separate determination of

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

national securities exchange or inter-dealer quotation

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

Because the Company’s common shares are

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

director independence.

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

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

PRINCIPAL ACCOUNTANT

FEES AND SERVICES

Currently, Andrew Wilder, Bryan Murphy and Michael Skutezky are independent directors based upon the tests for independence

set forth in National Instrument 52-110 Audit Committees .

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

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

national securities exchange or inter-dealer quotation system which has

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

Because the Company’s common shares are not currently listed

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

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

and Michael Skutezky would also be considered independent directors under Rule 5605(c)(2)’s provisions relating to audit committee

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees

9 unchanged sentences

Audit-related fees:

In 2023, MNP billed audit-related

fees for preparation and review of an SEC Form S-1 filing and a comment letter.

There were no fees billed by MNP for professional services

rendered for audit-related services for the years ended December 31, 2023.

There were no fees billed

by MNP for professional services rendered for audit-related services for the years ended December 31, 2024 and 2023.

Consists of fees incurred for the Company’s

10 unchanged sentences

The Board has determined that the rendering of such services is compatible with MNP maintaining its independence.

PART IV – OTHER INFORMATION

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

statements are being filed as part of this Annual Report.

Consolidated Financial Statements of Western Uranium & Vanadium Corp.

Financial Statements of Western Uranium & Vanadium Corp.

and Subsidiaries

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board (“PCAOB”) ID:

Consolidated Balance Sheets

as of December 31, 2024 and 2023

Consolidated Statements of

Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

Consolidated Statements of

Shareholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of

Cash Flows for the years ended December 31, 2024 and 2023

Notes to Consolidated Financial

(b) The following exhibits

17 unchanged sentences

Employment Agreement, dated November 12, 2020, by and between Robert Klein and Western Uranium and Vanadium Corp.

The Code of Business Conduct and Ethics

Disclosure, confidentiality and Insider Trading Policy

24 unchanged sentences

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

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

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

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or

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

undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

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

WESTERN URANIUM & VANADIUM CORP.

April 16, 2024

/s/ George Glasier

George Glasier

1 unchanged sentence

April 15 , 2025

/s/ Robert Klein

Chief Financial Officer

2 unchanged sentences

on the dates indicated.

April 16, 2024

/s/ George Glasier

George Glasier

Chief Executive Officer, President and

Director (Principal Executive Officer)

George Glasier

Chief Executive Officer, President and Director

(Principal Executive Officer)

April 15 , 2025

/s/ Robert Klein

Chief Financial Officer

(Principal Financial and Accounting Officer)

Chief Financial Officer (Principal Financial and Accounting Officer)

April 15 , 2025

/s/ Bryan Murphy

April 15 , 2025

/s/ Andrew Wilder

Andrew Wilder

Uranium & Vanadium Corp.

April 15 , 2025

Michael Skutezky

Western Uranium & Vanadium Corp.

and Subsidiaries

to Consolidated Financial Statements

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

3 unchanged sentences

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-6

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements F-7

of Independent Registered Public Accounting Firm

of Directors and Shareholders of Western Uranium & Vanadium Corp.

on the Consolidated Financial Statements

To the Board of Directors and Shareholders of Western Uranium &

Vanadium Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

3 unchanged sentences

the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial

In our opinion, the consolidated financial statements present fairly,

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

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

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

Uncertainty Related to Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has incurred continuing losses and negative cash flows from operations

and is dependent upon future sources of equity or debt financing in order to fund its operations.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also

described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

In our opinion, the consolidated financial statements

present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the

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

2024, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the Company has incurred continuing losses and negative cash flows from operations and is dependent upon future sources of equity or debt

financing in order to fund its operations.

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

going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Chartered Professional Accountants

Licensed Public Accountants

We have served

as the Company’s auditor since 2015.

We have served as the Company’s auditor since 2015.

Mississauga, Canada

April 15, 2025

17 unchanged sentences

Accounts payable and accrued liabilities

Reclamation liability, current portion

Deferred revenue, current portion

Asset retirement obligations, current portion

Total current liabilities

Reclamation liability, net of current portion

Asset retirement obligations, net of current portion

Deferred tax liability

13 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER

COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

(Stated in USD)

For the Years Ended

Cost of revenues

Mining expenditures

5 unchanged sentences

( 10,334,777 )

Accretion and interest (income) expense, net

Other expense (income), net

( 5,095,900 )

Other comprehensive loss

Interest income, net

Other expense, net

( 10,112,037 )

( 4,942,594 )

Other comprehensive (loss) income

Foreign currency translation adjustment

6 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Stated in USD)

4 unchanged sentences

$ ( 13,875,263 )

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

$ ( 261,132 )

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

Proceeds from the exercise of warrants

2 unchanged sentences

Foreign currency translation adjustment

Balance as of December 31, 2022

( 4,942,594 )

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

Balance as of December 31, 2023

$ ( 18,817,857 )

Private placement - November 2024, net of offering costs

Proceeds from the exercise of warrants

6 unchanged sentences

$ ( 28,929,894 )

$ ( 233,871 )

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

For the Years Ended

Cash Flows (Used In) Provided By Operating Activities:

For the Years Ended December 31,

Cash Flows Used In Operating Activities:

$ ( 10,112,037 )

$ ( 4,942,594 )

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

Reconciliation of net loss to cash used in operating activities:

Loss on the sale of equipment

Accretion of reclamation liability

Accretion of asset retirement obligations

Stock-based compensation

Change in marketable securities

Change in operating assets and liabilities:

Prepaid uranium concentrate inventory

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Subscription payable

Reclamation liability

Asset retirement obligations

Deferred revenue

Contingent consideration

Net cash (used in) provided by operating activities

Net cash used in operating activities

( 8,297,043 )

( 4,089,495 )

Cash Flows Used In Investing Activities

2 unchanged sentences

( 2,404,440 )

Proceeds from sale of equipment

Net cash used in investing activities

7 unchanged sentences

Effect of foreign exchange rate on cash

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

Net decrease in cash and cash equivalents and restricted cash

( 3,673,405 )

Cash and cash equivalents and restricted cash - beginning

8 unchanged sentences

Notes received in exchange for equipment sold

URANIUM & VANADIUM CORP.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

of operations

Uranium & Vanadium Corp.

(“Western” or the “Company”) was incorporated in December 2006 under the Ontario

Business Corporations Act.

On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (“CSE”).

As part of that process, the Company acquired 100 % of the members’ interests of Pinon Ridge Mining LLC (“PRM”), a Delaware

limited liability company.

The transaction constituted a reverse takeover (“RTO”) of Western by PRM.

Subsequent to obtaining

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

Western is a Canadian

domestic issuer and Canadian reporting issuer.

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

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

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

symbol “WSTRF”.

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

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

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

Under United States

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

domestic issuer and losing its foreign private issuer exemption.

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

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

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

On June 28, 2016, the Company’s registration

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

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

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

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

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

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

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

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

The Company plans to take advantage

of these accommodations.

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

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 1 – BUSINESS

Nature of Operations

Western Uranium & Vanadium Corp.

or the “Company”) was incorporated in December 2006 under the Ontario Business Corporations Act.

On November 20, 2014, the

Company completed a listing process on the Canadian Securities Exchange (“CSE”).

As part of that process, the Company acquired

100 % of the members’ interests of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability company.

The transaction

constituted a reverse takeover (“RTO”) of Western by PRM.

Subsequent to obtaining appropriate shareholder approvals, the Company

reconstituted its Board of Directors and senior management team.

Western is a Canadian domestic issuer and Canadian reporting issuer.

The Company’s registered office is located

at 5 Church Street, Toronto, Ontario, Canada, M5E 1M2, and its common shares are listed on the CSE under the symbol “WUC.”

On April 22, 2016, the Company’s common shares began trading on the OTC Pink Open Market, and on May 23, 2016, the Company’s

common shares were approved for trading on the OTCQX Best Market under the symbol “WSTRF”.

The Company’s principal business

activity is the acquisition and development of uranium and vanadium resource properties in the states of Utah and Colorado in the United

States of America (“United States”).

On September 16, 2015, Western completed its acquisition

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

Under United States Securities and Exchange Commission (“Commission”)

rules, this transaction triggered the Company being deemed a United States domestic issuer and losing its foreign private issuer exemption.

On April 29, 2016, the Company filed a Form 10 registration statement with the Commission after converting its basis of accounting from

International Financial Reporting Standards (“IFRS”) to generally accepted accounting principles in the United States (“U.S.

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

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

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

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

trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the

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

pursuant to Rule 903 of Regulation S.

The Company intends to take advantage of these accommodations.

However, the Company currently has

decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including filing annual reports

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

On the subsequent measurement date June 30, 2024, Western

reconfirmed its qualification as a foreign private issuer.

2 – Liquidity and going concern

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

has incurred losses from its operations.

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

and $ 713,767 , respectively.

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

its mineral processing facility online and further expand mining operations.

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

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

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

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

The aggregate

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

During the year ended December

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

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

obtaining additional financing.

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

to secure regulatory approval to fully utilize its kinetic separation (“Kinetic Separation”) technology, and to initiate

the processing of ore to generate operating cash flows.

URANIUM & VANADIUM CORP.

With the exception of the quarter ended June 30,

2022, the Company has incurred losses from its operations.

During the years ended December 31, 2024 and 2023, the Company generated net

losses of $ 10,112,037 and $ 4,942,594 , respectively.

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

incurs expenses to bring its mineral processing facilities online and further expands its mining operations.

As of December 31, 2024 and

2023, the Company had an accumulated deficit of $ 28,929,894 and $ 18,817,857 , respectively, and working capital of $ 5,240,584 and $ 8,970,434 ,

respectively.

Since 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 November

2024, the Company closed a private placement of 4,142,906 units at a price of $ 0.94 (CAD $ 1.32 ) per unit.

The aggregate gross proceeds

raised in the private placement amounted to $ 3,897,166 (CAD $ 5,468,636 ) and proceeds net of issuance costs were $ 3,546,870 (CAD $ 4,975,966 ).

During year ended December 31, 2024, the Company received $ 4,605,458 (CAD $ 6,238,248 ) in proceeds from the exercise of common share warrants

to purchase 5,198,540 common shares.

On December 12, 2023, the Company closed a non-brokered private placement of 5,215,828 units at a

price of $ 1.02 (CAD $ 1.39 ) per unit.

The aggregate gross proceeds raised in the private placement amounted to $ 5,324,989 (CAD $ 7,250,000 )

and proceeds net of issuance costs amounted to $ 4,836,867 (CAD $ 6,588,089 ).

During the year ended December 31, 2023, the Company received

$ 1,004,044 (CAD $ 1,358,565 ) in proceeds from the exercise of common share warrants to purchase 1,165,450 common shares.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

2 – Liquidity and going concern, CONTINUED

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

from its operations will be sufficient to meet its current operating costs.

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 these consolidated

financial statements.

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome

of these uncertainties.

The Company’s ability to continue its planned

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

plans include seeking to procure additional funds through debt and equity financing, to secure regulatory approval to fully utilize its

kinetic separation (“Kinetic Separation”) technology, and to initiate the processing of mineral resources to generate operating

There are no assurances that the Company will

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

to meet its current operating costs.

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 these consolidated financial statements.

The accompanying

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

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

consolidated financial statements are presented in United States dollars and have been prepared in accordance with United States Generally

Accepted Accounting Principles (“U.S.

accompanying consolidated financial statements include the accounts of Western and its wholly-owned subsidiaries, Western Uranium Corp.

(Utah), PRM, Black Range, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black Range Minerals Colorado LLC,

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

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

All inter-company transactions and balances have

been eliminated upon consolidation.

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

The Company has not established proven or

probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”), through the completion

of a “final” or “bankable” feasibility study for any of its uranium projects.

Stage and Mineral Properties

accordance with U.S.

GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration

and pre-extraction expenditures are expensed as incurred until such time the Company exits the exploration stage by establishing proven

or probable reserves.

Expenditures relating to exploration activities, such as drill programs to search for additional mineralized materials,

are expensed as incurred.

Expenditures relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange

facilities, disposal wells, and mine development, are expensed as incurred until such time proven or probable reserves are established

for that uranium project, after which subsequent expenditures relating to development activities for that particular project are capitalized

Expenditures relating to mining and ore production while the Company is in the exploration stage and while the ore is stockpiled

underground are expensed as incurred.

stage issuers, as defined in subpart 1300 of Regulation S-K, having engaged in material extraction of established mineral reserves on

at least one material property, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion

calculated over proven and probable reserves using the units-of-production method and allocated to future reporting periods to inventory

and, as that inventory is sold, to cost of goods sold.

The Company is an exploration stage issuer, which has resulted in the Company

reporting larger losses than if it had been in the production stage due to the expensing, instead of capitalizing, of expenditures relating

to ongoing mine development and extraction activities.

Additionally, there would be no corresponding amortization allocated to future

reporting periods of the Company since those costs would have been expensed previously, resulting in both lower inventory costs and cost

of goods sold and results of operations with higher gross profits and lower losses than if the Company had been in the production stage.

Any capitalized costs, such as expenditures relating to the acquisition of mineral rights, are depleted over the estimated extraction

life using the straight-line method.

As a result, the Company’s consolidated financial statements may not be directly comparable

to the financial statements of companies in the production stage.

Western will not be eligible to become a production stage issuer, and

will remain an exploration stage issuer, until such time as mineral reserves are established on at least one material property.

URANIUM & VANADIUM CORP.

Basis of Presentation and Principles of Consolidation

These consolidated financial statements are presented

in United States dollars and have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S.

The accompanying consolidated financial statements

include the accounts of Western and its wholly-owned subsidiaries, Western Uranium Corporation (Utah) (“Western Utah”), PRM,

Black Range, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black Range Minerals Colorado LLC, Black Range

Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals Utah LLC, Black Range Minerals Ablation Holdings

Inc., Black Range Development Utah LLC, Maverick Strategic Minerals Corp (“Maverick”), Pinon Ridge Corp (“PRC”)

and Mustang Mineral Processing Inc (“Mustang”).

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

The Company has established the existence of mineralized

materials for certain uranium projects.

The Company has not established proven or probable reserves, as defined by the United States Securities

and Exchange Commission (the “SEC”), through the completion of a “final” or “bankable” feasibility

study for any of its uranium projects.

Segment Information

In accordance with Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting , operating segments are

defined as components of an enterprise for which separate discrete information is available for evaluation by the chief operating decision

maker in deciding how to allocate resources and in assessing performance (the “CODM”).

For the Company, its CODM is its Chief

Executive Officer.

The Company views its operations and manages its business as one operating and reporting segment.

This single segment

reflects the Company’s core business, which is the production of uranium minerals.

The Company’s CODM regularly reviews the

segment net income (loss) that also is reported on the income statement as consolidated net income (loss).

The measure of segment assets

is reported on the balance sheet as total consolidated assets.

Exploration Stage and Mineral Properties

In accordance with U.S.

GAAP, expenditures relating

to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed

as incurred until such time the Company exits the exploration stage by establishing proven or probable reserves.

Expenditures relating

to exploration activities, such as drill programs to search for additional mineralized materials, are expensed as incurred.

relating to pre-extraction activities, such as the construction of mine wellfields, ion exchange facilities, disposal wells, and mine

development, are expensed as incurred until such time proven or probable reserves are established for that uranium project, after which

subsequent expenditures relating to development activities for that particular project are capitalized as incurred.

Expenditures relating

to mining and production while the Company is in the exploration stage and while the mined material is stockpiled underground are expensed

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

– SUMMARY OF Significant Accounting Policies, CONTINUED

Exploration Stage and Mineral Properties, continued

Production stage issuers, as defined in subpart

1300 of Regulation S-K, having engaged in material extraction of established mineral reserves on at least one material property, typically

capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves

using the units-of-production method and allocated to future reporting periods to inventory and, as that inventory is sold, to cost of

The Company is an exploration stage issuer, which has resulted in the Company reporting larger losses than if it had been

in the production stage due to the expensing, instead of capitalizing, of expenditures relating to ongoing mine development and extraction

Additionally, there would be no corresponding amortization allocated to future reporting periods of the Company since those

costs would have been expensed previously, resulting in both lower inventory costs and cost of goods sold and results of operations with

higher gross profits and lower losses than if the Company had been in the production stage.

Any capitalized costs, such as expenditures relating

to the acquisition of mineral rights, are depleted over the estimated extraction life using the straight-line method.

As a result, the

Company’s consolidated financial statements may not be directly comparable to the financial statements of companies in the production

Western will not be eligible to become a production stage issuer, and will remain an exploration stage issuer, until such time

as mineral reserves are established on at least one material property.

Use of Estimates

The preparation of these consolidated financial

12 unchanged sentences

Actual results could differ from those estimates.

Currency Translation

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

The financial statements of subsidiaries

located outside of the U.S.

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

The functional currency of the parent

(Western Uranium & Vanadium Corp.

(Ontario)) is the Canadian dollar.

The functional currency of the subsidiaries is the United States

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

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

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

Non-monetary assets are translated at their historical

exchange rates.

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

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

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

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

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

basis for the purposes of allocating resources.

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

reportable operating segment.

and Cash Equivalents

Foreign Currency Translation

The reporting currency of the Company, including

its subsidiaries, is the United States dollar.

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

are measured in their

functional currency, which is the local currency.

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

is the Canadian dollar.

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

Monetary assets and liabilities of

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

Transactions denominated in currencies other than the

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

Income and expense items are translated using

average monthly exchange rates.

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

Translation adjustments are included

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

Cash and Cash Equivalents

The Company considers all highly-liquid instruments

2 unchanged sentences

31, 2024 and 2023.

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

market prices of the securities with unrealized gains and losses reported as accumulated other comprehensive (loss) income, a separate

component of shareholders’ equity.

Realized gains and losses on available-for-sale securities are included in net earnings in the

period earned or incurred.

URANIUM & VANADIUM CORP.

Marketable Securities

The Company classifies its marketable securities

as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized

gains and losses reported as accumulated other comprehensive (loss) income, a separate component of shareholders’ equity.

gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred.

During the year ended

December 31, 2024, the Company’s sole marketable security was fully impaired and written off.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

– SUMMARY OF Significant Accounting Policies, CONTINUED

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

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

As these funds are not available

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

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

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

4 Mine is now considered to be in reclamation.

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

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

Plant & Equipment and Mineral Properties, Net

Restricted Cash

Certain cash balances are restricted as they relate

to deposits with banks that have been assigned to state reclamation authorities in the United States to secure various reclamation guarantees

with respect to mineral properties in Utah and Colorado.

As these funds are not available for general corporate purposes and secure the

long term asset retirement obligation (“ARO”) (see Note 4), they have been separately disclosed and classified as long-term

for the majority of the Company’s mines.

As of December 31, 2024 and 2023, the Company has determined that the Van 4 Mine is considered

to be in reclamation.

The Company reflects the Van 4 Mine’s asset retirement obligation and its restricted cash in full on the Company’s

consolidated balance sheets as current.

Property, Plant & Equipment and Mineral Properties, Net

Property, plant and equipment is stated at cost

1 unchanged sentence

Depreciation is calculated using the straight-line method.

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

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

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

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

The Company accounts for

lease revenue in accordance with the FASB ASC 842, Leases .

Lease payments received in advance are deferred and recognized on a

straight-line basis over the related lease term associated with the prepayment.

Royalty payments are recognized as revenues based upon

Values of Financial Instruments

Revenue Recognition

The Company leases certain of its mineral properties

for the exploration and production of oil and gas reserves.

The Company accounts for lease revenue in accordance with the FASB ASC 842,

Lease payments received in advance are deferred and recognized on a straight-line basis over the related lease term associated

with the prepayment.

Royalty receipts are recognized as revenues based upon production.

Fair Values of Financial Instruments

The carrying amounts of cash and cash equivalents,

1 unchanged sentence

of these instruments.

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

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

level 1 inputs.

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

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

A portion of the Company’s operating and financing activities are conducted in Canadian dollars, and as a result,

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

The carrying amount of restricted cash –

2 unchanged sentences

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

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

That framework provides

a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest

priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority

to unobservable inputs (level 3 measurements).

URANIUM & VANADIUM CORP.

The FASB ASC 820, Fair Value Measurements and

Disclosures , provides the framework for measuring fair value.

That framework provides a fair value hierarchy that prioritizes the

inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active

markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

Values of Financial Instruments (continued )

value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a

liability in an orderly transaction between market participants.

Fair value is a market-based measurement that is determined based on

assumptions that market participants would use in pricing an asset or liability.

A three-tier fair value hierarchy is used to prioritize

the inputs in measuring fair value as follows:

1 - Quoted prices in active markets for identical assets or liabilities.

2 - Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in

markets that are not active, or other inputs that are observable, either directly or indirectly.

3- Significant unobservable inputs that cannot be corroborated by market data and inputs that are derived principally from or corroborated

by observable market data or correlation by other means.

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

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

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

Significant Unobservable Inputs

Marketable securities as of

December 31, 2023

Fair Values of Financial Instruments, continued

Fair value is defined as an exit price, representing

the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market

participants.

Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing

an asset or liability.

A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

Level 1 - Quoted prices in active markets for

identical assets or liabilities.

Level 2 - Quoted prices for similar assets or

liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs

that are observable, either directly or indirectly.

Level 3- Significant unobservable inputs that

cannot be corroborated by market data and inputs that are derived principally from or corroborated by observable market data or correlation

by other means.

The fair value of the Company’s financial

instruments are as follows (the Company had no marketable securities as of December 31, 2024):

Liabilities in

Marketable securities as of December 31, 2023

of Long-Lived Assets

Company reviews and evaluates its long-lived assets and Kinetic Separation technology for impairment when events or changes in circumstances

indicate that the related carrying amounts may not be recoverable.

Impairment is considered to exist if the total estimated future cash

flows on an undiscounted basis are less than the carrying amount of the assets.

An impairment loss is measured and recorded based on

discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction.

flows are estimated based on estimated quantities of recoverable minerals, expected uranium prices (considering current and historical

prices, trends, and related factors), production levels, operating costs of production, and capital, restoration and reclamation costs,

based upon the projected remaining future uranium production from each project.

The Company’s long-lived assets (which include

its mineral assets and Kinetic Separation intellectual property) were acquired during the end of 2014 and in 2015 in arms-length transactions.

As of December 31, 2023, the Company evaluated the total estimated future cash flows on an undiscounted basis for its mineral properties

and Kinetic Separation intellectual property and determined that no impairment was deemed to exist.

Estimates and assumptions used to

assess recoverability of the Company’s long-lived assets and to measure fair value of the Company’s uranium properties are

subject to risk uncertainty.

Impairment of Long-Lived Assets

The Company reviews and evaluates its long-lived

assets and Kinetic Separation technology for impairment when events or changes in circumstances indicate that the related carrying amounts

may not be recoverable.

Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than

the carrying amount of the assets.

An impairment loss is measured and recorded based on discounted estimated future cash flows or upon

an estimate of fair value that may be received in an exchange transaction.

Future cash flows are estimated based on estimated quantities

of recoverable minerals, expected uranium prices (considering current and historical prices, trends, and related factors), production

levels, operating costs of production, and capital, restoration and reclamation costs, based upon the projected remaining future uranium

production from each project.

The Company’s long-lived assets (which principally include its mineral assets and Kinetic Separation

intellectual property) were acquired during the end of 2014 and in 2015 in arms-length transactions.

During the year ended December 31,

2024, the Company acquired a parcel of land upon which it intends to develop and construct a facility for the processing of mineral resources

(see Note 4).

As of December 31, 2024, the Company evaluated the total estimated future cash flows on an undiscounted basis for its mineral

properties and Kinetic Separation intellectual property and determined that no impairment was deemed to exist.

Estimates and assumptions

used to assess recoverability of the Company’s long-lived assets and to measure fair value of the Company’s uranium properties

are subject to risk uncertainty.

Changes in these estimates and assumptions could result in the impairment of the Company’s long-lived

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are

largely independent of future cash flows from other asset groups.

URANIUM & VANADIUM CORP.

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely

independent of future cash flows from other asset groups.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

Company utilizes an asset and liability approach for financial accounting and reporting for income taxes.

The provision for income taxes

is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income.

Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets

and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse.

Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that

some portion or all of the deferred tax assets will not be realized.

Management makes judgments as to the interpretation of the tax laws

that might be challenged in an audit and cause changes to previous estimates of tax liability.

In management’s opinion, adequate

provisions for income taxes have been made.

If actual taxable income by tax jurisdiction varies from estimates, additional allowances

or reversals of reserves may be necessary.

benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.

amount recognized is measured as the largest amount of benefit that is more than 50 percent likely to be realized upon settlement.

A liability for unrecognized tax benefits is recorded for any tax benefits claimed in the Company’s tax returns that do not meet

these recognition and measurement standards.

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

to be reported.

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

and administrative expense.

There were no amounts accrued for penalties and interest for the years ended December 31, 2023 and 2022.

The Company does not expect its uncertain tax position to change during the next twelve months.

Management is currently unaware of any

issues under review that could result in significant payments, accruals, or material deviations from its position.

Company has identified its federal Canadian and United States tax jurisdictions and its state tax jurisdictions in Colorado and Utah

as its “major” tax jurisdictions, and such returns for the years 2017 through 2022 remain subject to examination.

and Remediation Costs (Asset Retirement Obligations)

federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality

for its mine projects to the pre-existing mine area average quality after the completion of mining.

reclamation and remediation costs, which include extraction equipment removal and environmental remediation, are accrued at the end of

each period based on management’s best estimate of the costs expected to be incurred for each project.

The Company utilizes an asset and liability approach

for financial accounting and reporting for income taxes.

The provision for income taxes is based upon income or loss after adjustment

for those permanent items that are not considered in the determination of taxable income.

Deferred income taxes represent the tax effects

of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in

effect for the years in which the differences are expected to reverse.

The Company evaluates the recoverability of deferred

tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will

not be realized.

Management makes judgments as to the interpretation of the tax laws that might be challenged in an audit and cause changes

to previous estimates of tax liability.

In management’s opinion, adequate provisions for income taxes have been made.

taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Tax benefits are recognized only for tax positions

that are more likely than not to be sustained upon examination by tax authorities.

The amount recognized is measured as the largest amount

of benefit that is more than 50 percent likely to be realized upon settlement.

A liability for unrecognized tax benefits is recorded

for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.

As of December

31, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported.

The Company’s policy for recording interest

and penalties associated with tax audits is to record such items as a component of general and administrative expense.

There were no amounts

accrued for penalties and interest for the years ended December 31, 2024 and 2023.

The Company does not expect its uncertain tax position

to change during the next twelve months.

Management is currently unaware of any issues under review that could result in significant payments,

accruals, or material deviations from its position.

The Company has identified its federal Canadian

and United States tax jurisdictions and its state tax jurisdictions in Colorado and Utah as its “major” tax jurisdictions,

and such returns for the years 2018 through 2023 remain subject to examination.

Asset Retirement Obligations

Various federal and state mining laws and regulations

require the Company to reclaim the surface areas and restore underground water quality for its mine projects to the pre-existing mine

area average quality after the completion of mining.

When an asset will require future reclamation

and remediation costs, which include extraction equipment removal and environmental remediation, an ARO is accrued at the end of each

period based on management’s best estimate of the costs expected to be incurred for each project.

Such estimates are determined

1 unchanged sentence

actual expenses incurred, and technology and industry standards.

accordance with the FASB ASC 410, Asset Retirement and Environmental Obligations , the Company capitalizes the measured fair value

of asset retirement obligations to mineral properties.

The asset retirement obligations are accreted to an undiscounted value until the

time at which they are expected to be settled.

The accretion expense is charged to earnings and the actual retirement costs are recorded

against the asset retirement obligations when incurred.

Any difference between the recorded asset retirement obligations and the actual

retirement costs incurred will be recorded as a gain or loss in the period of settlement.

each reporting period, the Company reviews the assumptions used to estimate the expected cash flows required to settle the asset retirement

obligations, including changes in estimated probabilities, amounts and timing of the settlement of the asset retirement obligations,

as well as changes in the legal obligation requirements at each of its mineral properties.

Changes in any one or more of these assumptions

may cause revision of asset retirement obligations for the corresponding assets.

URANIUM & VANADIUM CORP.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

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

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

Awards of shares for property or services are recorded at

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

The Company uses the Black-Scholes

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

The fair value is charged to earnings

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

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

For employees and consultants, this is

typically considered to be the vesting period of the award.

loss per Share

net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding

during the period.

Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants

(using the treasury stock method).

The computation of net loss per share for each of the years ended December 31, 2023 and 2022 is the

same for both basic and fully diluted.

dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect

of their inclusion would have been anti-dilutive.

the Years Ended

Asset Retirement Obligations, continued

In accordance with the FASB ASC 410, Asset Retirement and Environmental

Obligations , the Company capitalizes the measured fair value of asset retirement obligations to mineral properties.

The estimated

fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted

risk-free rate.

The asset retirement obligations are accreted to an undiscounted value until the time at which they are expected to be

The accretion expense is charged to earnings and the actual retirement costs are recorded against the asset retirement obligations

when incurred.

Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded

as a gain or loss in the period of settlement.

At each reporting period, the Company reviews

the assumptions used to estimate the expected cash flows required to settle the asset retirement obligations, including changes in estimated

probabilities, amounts and timing of the settlement of the asset retirement obligations, as well as changes in the legal obligation requirements

at each of its mineral properties.

Changes in any one or more of these assumptions may cause revision of asset retirement obligations

for the corresponding assets.

Stock-Based Compensation

The Company follows the FASB ASC 718, Compensation

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

for using the fair value method.

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

of the service, whichever is more readily measurable.

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

fair value of stock-based awards.

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

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

The Company expenses the grant date fair value over the period for which

it is expected to be earned.

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

Net Loss Per Share

Basic net loss per share is computed by dividing

net loss by the weighted average number of common shares outstanding during the period.

Diluted earnings per share is computed using the

weighted average number of common shares and, if dilutive, potential common shares outstanding during the period.

Potential common shares

consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method).

computation of net loss per share for each of the years ended December 31, 2024 and 2023 is the same for both basic and fully diluted.

Potentially dilutive securities outlined in the

table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been

anti-dilutive.

For the Years

Ended December 31,

Warrants to purchase common shares

Options to purchase

common shares

potentially dilutive securities

Accounting Standards

does not believe that any recently issued, but not yet effective accounting standards, when adopted, will have a material effect on the

accompanying consolidated financial statements.

URANIUM & VANADIUM CORP.

Options to purchase common shares

Total potentially dilutive securities

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”)

2023-07 – Improvements to Reportable Segment Disclosures (“ASU 2023-07”) , which enhances the disclosures required

for reportable segments in annual and interim consolidated financial statements.

The standard is effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 for

the year ended December 31, 2024 retrospectively to all periods presented in the consolidated financial statements.

The adoption of this

ASU had no impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results

of operations, or cash flows.

Additional required disclosure has been included within this Note 3, under subsection Segment Information.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

Recent Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09

– Improvements to Income Tax Disclosures , which enhances the transparency and decision usefulness of income tax disclosures.

The standard is effective for public companies for annual periods beginning after December 15, 2024.

Early adoption is available.

Company is still evaluating the full extent of the potential impact of the adoption of ASU 2023-09, but believes it will not have a material

impact on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03,

– Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

Disaggregation of Income Statement Expenses (“ASU 2024-03”).

This ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement

of operation as well as disclosures about selling expenses.

The standard is effective for annual reporting periods beginning after December

15, 2026 and interim reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option

for retrospective application.

Early adoption is permitted.

The Company will evaluate the full extent of the potential impact of

the adoption of ASU 2024-03, but believes it will not have a material impact on its consolidated financial statements and disclosures.

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

The Company’s mining properties acquired

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

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

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

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

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

These mining properties include leased land in the states

of Colorado and Utah.

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

The Company’s mining properties acquired

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

Fremont and Teller Counties, Colorado.

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

project located in Carbon County, Wyoming.

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

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

As the Company has not formally established proven or probable reserves

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

originally planned and anticipated.

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

As of December 31,

The Company’s property, plant & equipment

and mineral properties, net and kinetic separation intellectual property are:

Estimated As of December 31,

Useful Lives 2024 2023

2 unchanged sentences

Vehicles 5 years 1,094,297 549,703

Plant facilities 5 - 10 years 207,490 -

Software 5 years 9,120 -

Construction in progress N/A 36,343 312,384

4 unchanged sentences

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

plant & equipment and mineral properties, net

The Company’s mining properties acquired on August 18, 2014 that

the Company retains as of December 31, 2024 include:

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

The Sunday Mine Complex

located in western San Miguel County, Colorado;

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

The Sage Mine located in

San Juan County, Utah, and San Miguel County, Colorado.

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

The Company is obligated to remit a 1.0 % royalty based upon the market value of uranium recovered from these mining properties.

these mining properties were operational at the date of acquisition.

The Company’s mining properties acquired

on September 16, 2015 that the Company retains as of December 31, 2024 include:

Hansen, North Hansen and Hansen Picnic Tree located in

Fremont and Teller Counties, Colorado.

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

project located in Carbon County, Wyoming.

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

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

As the Company has not formally established proven

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

extracted as originally planned and anticipated.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

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

During the years ended December 31, 2024 and 2023, Western made purchases

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

mineral processing facility.

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

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

During the year ended December

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

statements of operations and other comprehensive loss.

and Gas Lease and Easement

of $ 3,395,888 and $ 2,404,440 , to increase the Company’s mining and processing capacities.

During the years ended December 31, 2024

and 2023, depreciation expense was $ 613,610 and $ 262,832 , respectively, which was included in mining expenditures on the Company’s

consolidated statements of operations and other comprehensive loss.

Mustang Mineral Mill Site

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

Utah, executed a binding stock purchase agreement (the “PRC Agreement”) to purchase 100 % of the shares of PRC from a private

investor group and thereby acquire Mustang, which is a wholly owned subsidiary of PRC.

Mustang owns an 880 -acre property located in Montrose

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

The acquisition becomes the second property

that Western has acquired, in addition to the Maverick site in Utah.

It also becomes 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.

The Company assumed an obligation to an unrelated third party to remit

a royalty based on the volume of minerals processed through any mineral processing plant located on the property.

This transaction was

accounted for as the purchase of an asset.

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 PRC Agreement on behalf of the Company.

The purchase price consisted of the following

Cash paid to sellers, of which $ 414,584 was paid to George and Kathy Glasier and $ 24,875 was paid to an affiliate of Andrew Wilder

Cash paid to retire the principal and interest on the loan the seller had assumed

The purchase price was allocated as shown below:

Accrued expenses

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

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

Oil and Gas Lease and Easement

In 2017, the Company entered into an oil and gas

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

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

Company’s property in Colorado.

3 unchanged sentences

term of the easement.

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

This was done

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

During 2021, the operator completed

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

During 2022, the operator completed a second set

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

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

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

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

oil and gas lease arrangements.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

On 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.

During the years ended December 31, 2024 and 2023,

the Company recognized aggregate revenue of $ 183,803 and $ 431,065 , respectively, under these oil and gas lease arrangements.

Asset Retirement Obligations

The Company’s mines are subject to certain

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

The reclamation liabilities of the United States

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

regulatory authorities.

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

costs in connection with the mineral properties.

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

be $ 751,444 and $ 751,405 as of December 31, 2023 and 2022, respectively.

The portion of the reclamation liability related to the Van 4

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

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

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

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

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

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

The net discounted aggregated values as of December 31,

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

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

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

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

the Years Ended

Beginning balance at January

Adjustment to reclamation liability

Ending Balance at December 31

Reclamation liability,

current portion

Reclamation liability,

net of current portion

URANIUM & VANADIUM CORP.

AROs, which the Company has recorded as liabilities.

The AROs of the United States mines are subject to legal and regulatory requirements,

and estimates of the costs of asset retirement obligations are reviewed periodically by the applicable regulatory authorities.

represents the Company’s best estimate of the present value of future costs in connection with the mineral properties.

During the year ended December 31, 2024, in connection

with the Company’s San Rafael Mine and Sunday Mine Complex, the Company incurred additional gross and discounted asset retirement

obligations of $ 412,534 and $ 80,508 , respectively.

The Company determined the aggregate gross AROs of the mineral properties to be $ 1,163,978

and $ 751,444 as of December 31, 2024 and 2023, respectively.

The portion of the asset retirement obligations related to the Van 4 Mine,

which is in reclamation as of December 31, 2024, and its related restricted cash are included in current liabilities and current assets,

respectively, at a value of $ 75,057 .

During the year ended December 31, 2024, the Company’s internal mining operations team has

been performing the Van 4 Mine reclamation work, and the State of Colorado has not yet reduced the associated asset retirement obligation

The Company’s asset retirement obligations are subject to legal

and regulatory requirements.

Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory

The asset retirement obligations represent the Company’s estimate of the present value of future reclamation costs,

discounted using a credit adjusted risk-free interest rates of 5.4 % for the years ended December 31, 2024 and 2023.

The net discounted

aggregated values as of December 31, 2024 and 2023 were $ 410,098 and $ 316,619 , respectively.

On September 17, 2024 and March 13, 2025,

the Company remitted $ 61,403 and $ 351,131 , respectively in connection with the aforementioned 2024 incremental AROs.

Financial warranties

to secure AROs as of December 31, 2024 and 2023 were $ 812,993 and $ 751,444 , respectively.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Mine Complex Permitting Status

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

Safety (the “DRMS”) sent a Notice of Hearing to Declare Termination of Mining Operations related to the status of the mining

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

At issue was the application of an unchallenged Colorado Court of

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

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

The hearing was scheduled to be held during several monthly

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

The permit hearing

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

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

Sunday Mine Complex.

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

The Company prevailed in a

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

Western to maintain these permits.

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

(Sunday, West Sunday, St.

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

date on which the change of the status was approved.

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

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

COVID-19 pandemic.

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

In a unanimous

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

Jude, Carnation,

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

10, 2020, the MLRB issued a board order which finalized the findings of the October 21, 2020 permit hearing.

On November 6, 2020, the

MLRB signed an order placing the five Sunday Mine Complex mine permits into Temporary Cessation.

On November 12, 2020, a coalition of

environmental groups (the “Plaintiffs”) filed a complaint against the MLRB seeking a partial appeal of the July 22, 2020 decision

by requesting termination of the Topaz Mine permit.

On December 15, 2020, the same coalition of environmental groups amended their complaint

against the MLRB seeking a partial appeal of the October 21, 2020 decision requesting termination of the Topaz Mine permit.

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

On May 5, 2021, the Plaintiffs in the Topaz

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

decisions on the Topaz Mine permit.

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

2021, but instead sought a settlement.

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

A settlement was not reached, and the MLRB and the Company submitted answer briefs on August 20, 2021.

The Plaintiff submitted a reply

brief on September 10, 2021.

On March 1, 2022, the Denver District Court reversed the MLRB’s orders regarding the Topaz Mine and

remanded the case back to MLRB for further proceedings consistent with its order.

The Company and the MLRB had until April 19, 2022 to

appeal the Denver District Court’s ruling.

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

on March 20, 2023, the MLRB issued a board order for the Company to commence final reclamation, which upon completion will terminate mining

operations at the Topaz Mine.

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

The Company is currently working toward the completion of an updated Topaz Mine Plan of Operations which is a separate federal requirement

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

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

URANIUM & VANADIUM CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 4 – PROPERTY, PLANT &

EQUIPMENT AND MINERAL PROPERTIES, NET AND KINETIC SEPARATION INTELLECTUAL PROPERTY, CONTINUED

Asset Retirement Obligations, continued

Asset retirement obligation activity consists of:

For the Years Ended

Beginning balance as of January 1

Adjustment to asset retirement obligations

Ending balance as of December 31

Asset retirement obligations, current portion

Asset retirement obligations, net of current portion

Topaz Mine Permitting Status

Upon an order from the Mined Land Reclamation Board (“MLRB”)

in March 2023, the Topaz Mine was put into reclamation which is scheduled to be completed by March 2028.

The Company has been working

toward the completion of an updated Topaz Mine Plan of Operations (“Topaz Mine Plan”), which is a separate federal requirement

Bureau of Land Management (“BLM”) for the conduct of mining activities on the federal land at the Topaz Mine.

This is a prerequisite to re-permit the Topaz Mine with Colorado’s DRMS.

In connection with the Topaz Mine Plan, an environmental

assessment was prepared by an outside consultant and submitted to the BLM on June 24, 2024.

The BLM issued a letter to the Company on

August 2, 2024 advising that the application for the Topaz Mine Plan had run past its allowed evaluation period and was cancelled.

to the Fiscal Responsibility Act of 2023, each permitting project has a one year time limit for the BLM to complete a review.

transitional rules, the Topaz project was not eligible for an extension due to its duration.

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.

Consultants have

completed new work toward gathering additional inputs for the BLM resubmission, but have not yet restarted the BLM clock by making an

amended submission.

San Rafael Permitting Status

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 BLM

that was approved for a mineral and groundwater exploration project.

During 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 $ 61,403 Financial Guarantee of reclamation

costs with the BLM.

Following the completion of repairs to access roads, the phase 1 drilling program is eligible to begin.

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.

Kinetic Separation Intellectual Property

The Kinetic Separation intellectual property was

acquired in Western’s acquisition of Black Range on September 16, 2015.

Previously Black Range acquired its Kinetic Separation assets

in the dissolution of a joint venture on March 17, 2015, through the acquisition of all the assets of the joint venture and received a

25-year license to utilize all of the patented and unpatented technology owned by the joint venture.

The technology license agreement

for patents and unpatented technology became effective as of March 17, 2015, for a period of 25 years, until March 16, 2040.

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

The Company has the right to sub-license

the technology to third parties.

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

however, the license could be transferred

in the case of a sale of the Company.

The Company has developed improvements to Kinetic Separation during the term of the license agreement

and retains ownership of, and may obtain patent protection on, any such improvements developed by the Company.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Separation Intellectual Property

Kinetic Separation intellectual property was acquired in Western’s acquisition of Black Range on September 16, 2015.

Black Range acquired its Kinetic Separation assets in the dissolution of a joint venture on March 17, 2015, through the acquisition of

all the assets of the joint venture and received a 25-year license to utilize all of the patented and unpatented technology owned by

the joint venture.

The technology license agreement for patents and unpatented technology became effective as of March 17, 2015, for

a period of 25 years, until March 16, 2040.

There are no remaining license fee obligations, and there are no future royalties due under

the agreement.

The Company has the right to sub-license the technology to third parties.

The Company may not sell or assign the Kinetic

Separation license;

however, the license could be transferred in the case of a sale of the Company.

The Company has developed improvements

to Kinetic Separation during the term of the license agreement and retains ownership of, and may obtain patent protection on, any such

improvements developed by the Company.

Kinetic Separation patent was filed on September 13, 2012 and granted on February 14, 2014 by the United States Patent Office.

is effective for a period of 20 years until September 13, 2032.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

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

Kinetic Separation Intellectual Property, continued

The Kinetic Separation patent was filed on September

13, 2012 and granted on February 14, 2014 by the United States Patent Office.

The patent is effective for a period of 20 years until September

This patent is supported by two provisional patent applications.

provisional patent applications expired after one year but were incorporated in the U.S.

Patent by reference and claimed benefit prior

to their expirations.

The status of the patent and two provisional patent applications has not changed subsequent to the 2014 patent

The Company has the continued right to use any patented portion of the Kinetic Separation technology that enters the public domain

subsequent to the patent expiration.

Company anticipates Kinetic Separation will improve the efficiency of the mining and processing of the sandstone-hosted ore from Western’s

conventional mines through the separation of waste from mineral bearing-ore, potentially reducing transportation, mill processing, and

mill tailings costs.

Kinetic Separation is not currently in use or being applied at any Company mines.

The Company views Kinetic Separation

as a cost saving technology, which it will seek to incorporate into ore production subsequent to commencing scaled production levels.

There are also alternative applications, which the Company has explored.

The provisional patent applications expired after one year

but were incorporated in the U.S.

Patent by reference and claimed benefit prior to their expirations.

The status of the patent and two

provisional patent applications has not changed subsequent to the 2014 patent grant.

The Company has the continued right to use any patented

portion of the Kinetic Separation technology that enters the public domain subsequent to the patent expiration.

The Company anticipates Kinetic Separation will

improve the efficiency of the mining and processing of the sandstone-hosted mined material from Western’s conventional mines through

the separation of waste from mineral bearing-ore, potentially reducing transportation, mill processing, and mill tailings costs.

Separation is not currently in use or being applied at any Company mines.

The Company views Kinetic Separation as a cost saving technology,

which it will seek to incorporate subsequent to commencing scaled production levels.

There are also alternative applications, which the

Company has explored.

Accounts Payable and Accrued Liabilities

payable and accrued liabilities consisted of:

of December 31,

payable and accrued liabilities consist of:

As of December 31,

Trade accounts payable

Accrued liabilities

accounts payable and accrued liabilities

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

6 – COMMITMENTS AND CONTINGENCIES

December 2015, the Company signed a uranium concentrates supply agreement with a major United States utility company for delivery commencing

in 2018 and continuing for a five-year period through 2022.

On March 8, 2021, the Company entered into an agreement with a third party

to complete the Year 4 (2021) uranium concentrate delivery.

The Company paid $ 78,000 in April 2021 to the assignee for which the assignee

made the delivery in May 2021.

In April 2022, in satisfaction of the Year 5 delivery under its supply contract, the Company delivered

125,000 lbs of uranium concentrate from its prepaid uranium concentrate inventory.

Accordingly, during the year ended December 31, 2022,

the Company recorded revenue of $ 7,223,609 (at a price of approximately $ 57 per pound) and cost of revenue of $ 4,044,083 , related to

the delivery of the uranium.

In May 2022, the Company received the cash proceeds from this sale.

Acquisition of Physical Uranium

May 2021, the Company executed a binding agreement to purchase 125,000 pounds of natural uranium concentrate at approximately $ 32 per

In December 2021, the Company paid $ 4,044,083 , in connection with its full prepayment of the purchase price for 125,000 pounds

of natural uranium concentrate.

This uranium concentrate was subsequently delivered under the terms of the aforementioned uranium concentrates

supply agreement in April 2022.

7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

holders of the Company’s common shares are entitled to one vote per share.

Holders of common shares are entitled to ratably receive

such dividends, if any, as may be declared by the board of directors, out of legally available funds.

Upon the liquidation, dissolution,

or winding down of the Company, holders of common shares are entitled to share ratably in all assets of the Company that are legally

available for distribution.

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

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

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

Total accounts payable and accrued liabilities

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY

Authorized Capital

The holders of the Company’s common shares

are entitled to one vote per share.

Holders of common shares are entitled to ratably receive such dividends, if any, as may be declared

by the board of directors, out of legally available funds.

Upon the liquidation, dissolution, or winding down of the Company, holders

of common shares are entitled to share ratably in all assets of the Company that are legally available for distribution.

As of December

31, 2024 and 2023, an unlimited number of common shares were authorized for issuance.

Private Placements

On November 20, 2024, the Company closed a private

placement of 4,142,906 units at a price of $ 0.94 (CAD $ 1.32 ) per unit.

The aggregate gross proceeds raised in the private placement amounted

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

Issuance costs, consisting principally of commissions and legal fees, were

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

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

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

the closing date of the private placement.

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

to investors and warrants to purchase 98,985 common shares were issued to broker dealers in connection with the private placement.

to $ 3,897,166 (CAD $ 5,468,636 ) and proceeds net of issuance costs were $ 3,546,870 (CAD $ 4,975,966 ).

Each unit is comprised of one common

share of Western and one common share purchase warrant.

Each warrant is exercisable into one common share at a price of $ 1.27 (CAD $ 1.78 )

per share for a period of four years following the closing date of the private placement.

On December 12, 2023, the Company closed a non-brokered

private placement of 5,215,828 units at a price of $ 1.02 (CAD $ 1.39 ) per unit.

The aggregate gross proceeds raised in the private placement amounted

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

Issuance costs, consisting principally of commissions and legal fees, were

CAD $ 661,912 (USD $ 488,122 as of December 31, 2023).

Each unit consisted of one common share plus one half of one warrant.

is exercisable into one share at a price of CAD $ 1.88 per common share for a period of four years following the closing date of the private

A total of 5,215,828 common shares and warrants to purchase 2,607,913 common shares were issued to investors in connection

with the private placement.

URANIUM & VANADIUM CORP.

The aggregate gross proceeds raised in the private placement

amounted to $ 5,324,989 (CAD $ 7,250,000 ) and proceeds net of issuance costs amounted to $ 4,836,867 (CAD $ 6,588,089 ).

Each unit consisted

of one common share plus one half of one warrant.

Each warrant is exercisable into one share at a price of $ 1.38 (CAD $ 1.88 ) per common

share for a period of four years following the closing date of the private placement.

A total of 5,215,828 common shares and warrants

to purchase 2,607,913 common shares were issued to investors in connection with the private placement.

Warrant Exercises

During the years ended December 31, 2024 and 2023,

an aggregate of 5,198,540 and 1,165,450 warrants were exercised for total proceeds of $ 4,605,458 (CAD $ 6,238,248 ) and $ 1,004,044 (CAD

$ 1,358,565 ), respectively.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

– SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

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

and $ 2,620,395 , respectively.

Stock Option Plan

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS,

Warrant Modification

On November 28, 2024, The Company’s Board approved amendments

to extend the term and reduce the exercise price of 2,868,541 previously issued common share purchase warrants.

These warrants, originally

issued during December 2021 and January 2022, had initial exercise prices of $ 1.94 (CAD $ 2.50 ) and $ 2.00 (CAD $ 2.50 ) per share, respectively,

and were set to expire three years post-issuance.

Effective November 28, 2024, the term was extended to January 20, 2026, a date that

is less than five years since the original date of issuance.

Effective February 27, 2025 the exercise price was reduced to $ 1.39 (CAD

$ 2.00 ), the date upon which the Canadian Securities Exchange (CSE) accepted the warrant repricing and the amended Form 13 filing was approved

During the year ended December 31, 2024, the Company recorded an incremental fair value of $ 184,308 arising from the extension

On February 27, 2025, the Company recorded an incremental fair value of $ 104,840 for the modification of the exercise price.

The cost of the warrant modifications was accounted for as a cost of raising capital.

This modification was granted to facilitate the

raising of additional equity capital by extending the exercise period and lowering the exercise price, thereby providing warrant investors

with more time and incentive to exercise their warrants.

Incentive Stock Option Plan

The Company maintains an Incentive Stock Option

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

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

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

The purpose of the Plan is to attract, retain,

and motivate directors, management, staff, and consultants by providing them with the opportunity, through stock options, to acquire a

proprietary interest in the Company and benefit from its growth.

The Plan provides that the aggregate number of

5 unchanged sentences

31, 2024, there remain 214,933 stock options available to be issued under the Plan.

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

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

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

The Shareholder Rights

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

event of a takeover bid.

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

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

Share outstanding.

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

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

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

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

On October 31, 2022, the Board of Directors granted

Shareholder Rights Plan

On May 24, 2023, the Company adopted and on June

29, 2023, the shareholders approved a shareholder rights plan, which is designed to ensure the fair treatment of shareholders in connection

with any take-over bid for the Company and to provide the Board of Directors and shareholders with sufficient time to fully consider any

unsolicited takeover bid (the “Shareholder Rights Plan”).

The Shareholder Rights Plan also provides the Board of Directors

with time to pursue, if appropriate, other alternatives to maximize shareholder value in the event of a takeover bid.

Pursuant to the terms of the Shareholder Rights

Plan subject to a triggering event as defined in the Shareholder Rights Plan and as determined by the Board of Directors, rights (the

“Rights”) will be issued to holders of Common Shares at a rate of one Right for each Share outstanding.

Stock Options

On December 20, 2023, the Board of Directors granted

options under the Plan for the purchase of an aggregate of 1,525,000 common shares to individuals consisting of directors and officers

of the Company.

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

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

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

to individuals consisting of directors and officers of the Company.

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

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

31, 2024 and January 31, 2025.

URANIUM & VANADIUM CORP.

Each of these options have a term which ends five years from the vesting date, an exercise price of $ 1.20 (CAD $ 1.60 as

of December 31, 2023) and vest equally in thirds on January 31, 2024, July 31, 2024 and January 31, 2025.

On July 14, 2024, the Board of Directors granted

an option under the Plan for the purchase of an aggregate of 100,000 common shares to a director of the Company.

This option has a term

which ends five years from the vesting date, an exercise price of $ 1.47 (CAD $ 2.00 as of July 14, 2024) and vests one half on each of

July 31, 2024 and January 31, 2025.

On November 24, 2024, the Board of Directors granted

options under the Plan for the purchase of an aggregate of 1,375,000 common shares to individuals consisting of directors and officers

of the Company.

Each of these options have a term which ends five years from the vesting date, an exercise price of $ 0.94 (CAD $ 1.32 as

of November 29, 2024) and vest equally in thirds on January 31, 2025, July 31, 2025 and January 31, 2026.

During the year ended December 31, 2023, the Company

issued 18,246 common shares pursuant to the cashless exercise of an option to purchase 50,000 common shares with an exercise

price of $ 0.75 (CAD $ 1.00 as of December 31, 2023).

During the year ended December 31, 2024, the Company issued 39,161

common shares pursuant to the cashless exercise of an option to purchase 166,664 common shares with an exercise price $ 0.79 (CAD $ 1.03 ).

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Options, (continued)

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

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

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

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

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

outlined below:

the years ended

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS,

Stock Options, continued

The Company utilized the Black-Scholes option

pricing model to determine the fair value of this grant, using the assumptions as outlined below:

For the years ended

CAD $ 1.29 – $ 2.00

4 unchanged sentences

90.9 % - 96.1 %

103.3 % - 108.4 %

Weighted Average Risk-Free Interest Rate

1.61 % - 4.45 %

Expected life (in years)

Exercise Price

Shares Weighted

Exercise Price Weighted

Contractual Life

(Years) Intrinsic

Outstanding – January 1, 2024 4,917,666 $ 1.22 3.85 $ 214,875

Granted 1,475,000 0.98

Forfeited and expired ( 502,666 ) 1.50

Exercised ( 166,664 ) 0.79

Outstanding – December 31, 2024 5,723,336 $ 1.14 3.80 $ -

Exercisable – December 31, 2024 3,823,328 $ 1.20 2.98 $ -

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

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

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

consolidated statements of operations and other comprehensive loss.

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

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

consolidated statements of operations and other comprehensive loss.

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

of unamortized stock option expense, respectively.

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Exercise Price

Contractual Life

The Company’s stock-based compensation expense (net of the effect

of forfeitures) related to stock options for the year ended December 31, 2024 was $ 1,142,541 of which $ 251,557 and $ 890,984 was included

in mining expenditures and general and administrative expenses, respectively, on the Company’s consolidated statements of operations

and other comprehensive loss.

The Company’s stock-based compensation expense related to stock options for the year ended December

31, 2023 was $ 429,429 , of which $ 78,874 and $ 350,555 was included in mining expenditures and general and administrative expenses, respectively,

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

As of December 31, 2024, there was approximately

$ 597,448 of unrecognized share-based compensation for unvested stock options, which is expected to be recognized over a weighted average

period of 0.44 years.

Shares Weighted

Price Weighted

(Years) Intrinsic

Outstanding – January 1, 2024 10,804,539 $ 1.30 1.31 $ 1,576,511

( 1,165,450 )

Issued 4,142,906 1.27

Exercised ( 5,198,540 ) 0.95

Expired/Forfeited ( 30,560 ) 1.06

1 unchanged sentence

Exercisable – December 31, 2024 9,718,345 $ 1.52 2.76 $ -

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

7 – Mining Expenditures

the Years Ended

For the Years Ended

Labor and related benefits

Total mining expenses

Joint Venture

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

Rimrock Exploration and Development Inc.

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

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

Pursuant to the

terms of the JV, Rimrock contributed certain assets into the JV and PRM contributed $ 200,000 (the “Initial Contribution”)

to be used to fund the Mining Operations.

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

During the initial phase

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

The JV intends

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

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

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

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

During the year ended December

31, 2024, PRM funded an aggregate of $ 235,210 (inclusive of funding the Initial Contribution) to the JV, which was expensed to mining

expenditures within the consolidated statements of operations and other comprehensive loss and reflected within mining cost in the table

The Company has completed its earn-in through the Initial Contribution and now owns a 50 % interest in the assets of the JV.

8 – Related Party Transactions AND BALANCES

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

to the acquisition of Black Range, Mr.

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

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

In connection with the transfer, Black

Range issued 25 million shares of Black Range common stock to Seller and committed to pay AUD $500,000 (USD $340,650 as of December 31,

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

The Company assumed this contingent

payment obligation in connection with the acquisition of Black Range.

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

obligation was determined to be probable.

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

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

31, 2023 and 2022, respectively.

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

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

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

and 2022, respectively.

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

for $ 25,800 .

The Company has transacted with related parties

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

Prior to the acquisition of Black Range, Mr.

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

venture with Ablation Technologies, LLC to Black Range.

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

Range common stock to Seller and committed to pay $ 309,138 (AUD $ 500,000 ) to Seller within 60 days of the first commercial application

of the Kinetic Separation technology.

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

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 $ 309,138 and $ 340,650 as of December 31, 2024 and 2023, respectively.

The Company has multiple lease arrangements with

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

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

basis, are for the rental of office, workshop, warehouse and employee housing facilities.

The Company incurred rent expense of $ 106,500

and $ 71,700 in connection with these arrangements for the years ended December 31, 2024 and 2023, respectively.

The Company is obligated to pay Mr.

1 unchanged sentence

2024 and 2023, respectively.

URANIUM & VANADIUM CORP.

During the years ended December 31, 2024 and 2023,

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

See Note 4 – Property, Plant & Equipment

and Mineral Properties, Net and Kinetic Separation Intellectual Property.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

9 – Income Taxes

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

The tax effects of temporary differences that

give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

As of December 31,

2 unchanged sentences

Marketable securities

Accrued expenses

Amortization capitalized cost

Stock-based compensation

Unrealized foreign exchange

Accretion expense

Charitable contributions

Deferred tax assets, gross

11 unchanged sentences

$ ( 2,708,887 )

in the Company’s valuation allowance is as follows:

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

For the Years Ended

1 unchanged sentence

Increase in valuation allowance

URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

10 – Income Taxes, CONTINUED

reconciliation of the provision for income taxes with the amounts computed by applying the statutory federal income tax rate to income

from operations before the provision for income taxes is as follows:

A reconciliation of the provision for income taxes

with the amounts computed by applying the statutory federal income tax rate to income from operations before the provision for income

taxes is as follows:

For the Years Ended

6 unchanged sentences

Effective income tax rate

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

9 – Income Taxes, Continued

The Company has net operating loss carryovers of approximately $ 26,092,449

20 unchanged sentences

loss carryforwards in the future.

– FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash and cash

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

The fair values of these financial instruments

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

The Company’s financial instruments also

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

NOTE 10 – FINANCIAL INSTRUMENTS

The Company’s financial instruments consist

of cash and cash equivalents, restricted cash - current, accounts payable and accrued liabilities.

The fair values of these financial

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

The Company’s financial instruments

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

level 1 inputs.

4 unchanged sentences

2024 and 2023.

Currency Risk

currency risk is the risk that changes in the rates of exchange on foreign currencies will impact the financial position or cash flows

of the Company.

The Company’s reporting currency is the United States dollar.

The functional currency for Western standalone entity

is the Canadian dollar.

The Company is exposed to foreign currency risks in relation to certain activity that is to be settled in Canadian

Management monitors its foreign currency exposure regularly to minimize the risk of an adverse impact on its cash flows.

URANIUM & VANADIUM CORP.

Foreign Currency Risk

Foreign currency risk is the risk that changes

in the rates of exchange on foreign currencies will impact the financial position or cash flows of the Company.

The Company’s reporting

currency is the United States dollar.

The functional currency for Western standalone entity is the Canadian dollar.

The Company is exposed

to foreign currency risks in relation to certain activity that is to be settled in Canadian funds.

Management monitors its foreign

currency exposure regularly to minimize the risk of an adverse impact on its cash flows.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

10 – FINANCIAL INSTRUMENTS, CONTINUED

Concentration

of Credit Risk

Concentration

of credit risk is the risk of loss in the event that certain counterparties are unable to fulfil their obligations to the Company.

Company limits its exposure to credit loss on its cash and restricted cash by placing its cash with high credit quality financial institutions.

risk is the risk that the Company’s consolidated cash flows from operations will not be sufficient for the Company to continue

operating and discharge is liabilities.

The Company is exposed to liquidity risk as its continued operation is dependent upon its ability

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

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

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

The Company is

exposed to market risk on the price of uranium and vanadium, which will determine its ability to build and achieve profitable operations,

the amount of exploration and development work that the Company will be able to perform, and the number of financing opportunities that

will be available.

Management believes that it would be premature at this point to enter into any hedging or forward contracts to mitigate

its exposure to specific market price risks.

– SUBSEQUENT EVENTS

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

Joint Venture

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

Rimrock Exploration and Development Inc.

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

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

Pursuant to the

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

to be used to fund the Mining Operations.

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

During the initial phase

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

The JV intends

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

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

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

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

On February 20, 2024 and April

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

Concentration of Credit Risk

Concentration of credit risk is the risk of loss

in the event that certain counterparties are unable to fulfil their obligations to the Company.

The Company limits its exposure to credit

loss on its cash and restricted cash by placing its cash with high credit quality financial institutions.

Liquidity Risk

Liquidity risk is the risk that the Company’s

consolidated cash flows from operations will not be sufficient for the Company to continue operating and discharge is liabilities.

Company is exposed to liquidity risk as its continued operation is dependent upon its ability to obtain financing, either in the form

of debt or equity, or achieve profitable operations in order to satisfy its liabilities as they come due.

As of December 31, 2024, the

Company had working capital of $ 5,240,584 and cash and cash equivalents of $ 5,482,631 .

Market risk is the risk that fluctuations in the

market prices of minerals will impact the Company’s future cash flows.

The Company is exposed to market risk on the price of uranium

and vanadium, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work

that the Company will be able to perform, and the number of financing opportunities that will be available.

Management believes that it

would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks.

11 – Subsequent event

Ore Purchase Agreement

On April 8, 2025, PRM entered into an Ore Purchase

Agreement (the “Ore Purchase Agreement”) with subsidiaries of Energy Fuels Inc.

(“Purchaser”).

The Ore Purchase

Agreement is for a one year period and provides for the delivery of up to 25,000 short tons of uranium bearing ore to the White Mesa Mill

in Blanding, Utah.

PRM shall make deliveries at its own cost and the purchase price per ton will be based upon the average grade of uranium

of each lot, and other qualifying conditions.

Within 30 days after each lot is closed, Purchaser shall pay to PRM an 85 % provisional payment

calculated based upon the sampled grade and an agreed upon pricing schedule.

Within 30 days after each lot is fed to processing, the Purchaser

shall pay to PRM a final settlement payment calculated based upon the assayed grade and the agreed upon pricing schedule, net of a royalty,

pursuant to a previously existing royalty agreement with the Purchaser.

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

What changed 10-K

Item 9A. Controls and Procedures