Item 1. Financial Statements
Item 1. Financial Statements
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Stated in USD)
(Unaudited)
As of
September 30,
2025
December 31,
2024
Assets
Current assets:
Cash and cash equivalents
$ 3,191,886
$ 5,482,631
Restricted cash, current portion
75,057
75,057
Prepaid expenses
182,738
352,058
Other current assets
423,247
77,936
Total current assets
3,872,928
5,987,682
Restricted cash, net of current portion
1,162,496
737,936
Property, plant & equipment and mineral properties, net
17,472,231
17,702,569
Kinetic separation intellectual property
9,488,051
9,488,051
Other assets
6,175
-
Total assets
$ 32,001,881
$ 33,916,238
Liabilities and Shareholders’ Equity
Liabilities
Current liabilities:
Accounts payable and accrued liabilities
$ 661,678
$ 672,041
Asset retirement obligations, current portion
75,057
75,057
Total current liabilities
736,735
747,098
Asset retirement obligations, net of current portion
335,512
335,041
Deferred tax liability
2,708,887
2,708,887
Deferred contingent consideration
330,988
309,138
Total liabilities
4,112,122
4,100,164
Commitments and Contingencies (Note 4)
Shareholders’ Equity
Common shares, no par value, unlimited authorized shares, 65,298,638 and 59,383,002 shares issued as of September 30, 2025 and December 31, 2024, respectively, and 65,298,332 and 59,382,696 shares outstanding as of September 30, 2025 and December 31, 2024, respectively
62,823,447
58,979,839
Treasury shares, 306 shares held in treasury as of September 30, 2025 and December 31, 2024
-
-
Accumulated deficit
( 34,658,635 )
( 28,929,894 )
Accumulated other comprehensive loss
( 275,053 )
( 233,871 )
Total shareholders’ equity
27,889,759
29,816,074
Total liabilities and shareholders’ equity
$ 32,001,881
$ 33,916,238
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
1
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(Stated in USD)
(Unaudited)
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2025
2024
2025
2024
Revenues
$ 328,392
$ 52,981
$ 400,122
$ 147,035
Expenses
Mining expenditures
830,960
1,166,343
3,666,975
3,860,173
Professional fees
89,518
127,049
504,435
484,926
General and administrative
519,291
813,403
1,796,763
2,604,516
Consulting fees
60,415
247,850
251,199
738,204
Total operating expenses
1,500,184
2,354,645
6,219,372
7,687,819
Operating loss
( 1,171,792 )
( 2,301,664 )
( 5,819,250 )
( 7,540,784 )
Interest income, net
44,080
62,492
85,389
199,202
Other income (expense), net
5,120
( 1,998 )
5,120
( 1,998 )
Net loss
( 1,122,592 )
( 2,241,170 )
( 5,728,741 )
( 7,343,580 )
Other comprehensive (loss) income
Foreign currency translation adjustment
( 8,740 )
14,018
( 41,182 )
( 190,861 )
Comprehensive loss
$ ( 1,131,332 )
$ ( 2,227,152 )
$ ( 5,769,923 )
$ ( 7,534,441 )
Net loss per share - basic and diluted
$ ( 0.02 )
$ ( 0.04 )
$ ( 0.09 )
$ ( 0.14 )
Weighted average shares outstanding - basic and diluted
65,298,332
55,223,113
61,755,182
54,338,493
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
2
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Stated in USD)
(Unaudited)
Common Shares
Treasury Shares
Accumulated
Accumulated Other Comprehensive
Shares
Amount
Shares
Amount
Deficit
Loss
Total
Balance as of January 1, 2025
59,382,696
$ 58,979,839
306
$ -
$ ( 28,929,894 )
$ ( 233,871 )
$ 29,816,074
Cashless exercise of stock options
3,850
-
-
-
-
-
-
Stock-based compensation - stock options
-
279,857
-
-
-
-
279,857
Foreign currency translation adjustment
-
-
-
-
-
( 15,335 )
( 15,335 )
Net loss
-
-
-
-
( 2,637,615 )
-
( 2,637,615 )
Balance as of March 31, 2025
59,386,546
$ 59,259,696
306
$ -
$ ( 31,567,509 )
$ ( 249,206 )
$ 27,442,981
Private placement - June 2025, net of offering costs
5,911,786
3,331,687
-
-
-
-
3,331,687
Stock-based compensation - stock options
-
145,947
-
-
-
-
145,947
Foreign currency translation adjustment
-
-
-
-
-
( 17,107 )
( 17,107 )
Net loss
-
-
-
-
( 1,968,534 )
-
( 1,968,534 )
Balance as of June 30, 2025
65,298,332
$ 62,737,330
306
$ -
$ ( 33,536,043 )
$ ( 266,313 )
$ 28,934,974
Stock-based compensation - stock options
86,117
-
-
-
-
86,117
Foreign currency translation adjustment
-
-
-
-
-
( 8,740 )
( 8,740 )
Net loss
-
-
-
-
( 1,122,592 )
-
( 1,122,592 )
Balance as of September 30, 2025
65,298,332
$ 62,823,447
306
$ -
$ ( 34,658,635 )
$ ( 275,053 )
$ 27,889,759
Balance as of January 1, 2024
50,002,089
$ 49,661,910
306
$ -
$ ( 18,817,857 )
$ ( 74,009 )
$ 30,770,044
Proceeds from the exercise of warrants
5,198,540
4,605,458
-
-
-
-
4,605,458
Cashless exercise of stock options
22,484
-
-
-
-
-
-
Stock-based compensation - stock options
-
522,862
-
-
-
-
522,862
Foreign currency translation adjustment
-
-
-
-
-
( 142,359 )
( 142,359 )
Net loss
-
-
-
-
( 2,476,888 )
-
( 2,476,888 )
Balance as of March 31, 2024
55,223,113
$ 54,790,230
306
$ -
$ ( 21,294,745 )
$ ( 216,368 )
$ 33,279,117
Stock-based compensation - stock options
-
236,442
-
-
-
-
236,442
Foreign currency translation adjustment
-
-
-
-
-
( 62,520 )
( 62,520 )
Net loss
-
-
-
-
( 2,625,522 )
-
( 2,625,522 )
Balance as of June 30, 2024
55,223,113
$ 55,026,672
306
$ -
$ ( 23,920,267 )
$ ( 278,888 )
$ 30,827,517
Stock-based compensation - stock options
-
151,900
-
-
-
-
151,900
Foreign currency translation adjustment
-
-
-
-
-
14,018
14,018
Net loss
-
-
-
-
( 2,241,170 )
-
( 2,241,170 )
Balance as of September 30, 2024
55,223,113
$ 55,178,572
306
$ -
$ ( 26,161,437 )
$ ( 264,870 )
$ 28,752,265
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
3
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in USD)
(Unaudited)
For the Nine Months Ended
September 30,
2025
2024
Cash Flows Used In Operating Activities:
Net loss
$ ( 5,728,741 )
$ ( 7,343,580 )
Reconciliation of net loss to cash used in operating activities:
Depreciation
610,715
433,148
(Gain) loss on the sale of equipment
( 5,120 )
1,998
Accretion of asset retirement obligations
471
9,164
Stock-based compensation
510,461
893,688
Change in marketable securities
-
385
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
( 175,991 )
221,742
Other assets
( 6,175 )
-
Accounts payable and accrued liabilities
( 10,363 )
2,319
Asset retirement obligations
-
12,154
Contingent consideration
21,850
6,170
Net cash used in operating activities
( 4,782,893 )
( 5,762,812 )
Cash Flows Used In Investing Activities
Purchase of property, plant & equipment and mineral properties
( 400,426 )
( 1,182,935 )
Proceeds from sale of equipment
25,169
4,000
Net cash used in investing activities
( 375,257 )
( 1,178,935 )
Cash Flows Provided By Financing Activities
Proceeds from private placement, net
3,331,687
-
Proceeds from warrant exercises
-
4,605,458
Net cash provided by financing activities
3,331,687
4,605,458
Effect of foreign exchange rate on cash
( 39,722 )
( 173,345 )
Net decrease in cash and cash equivalents and restricted cash
( 1,866,185 )
( 2,509,634 )
Cash and cash equivalents and restricted cash - beginning
6,295,624
9,969,029
Cash and cash equivalents and restricted cash - ending
$ 4,429,439
$ 7,459,395
Cash and cash equivalents
$ 3,191,886
$ 6,646,402
Restricted cash, current portion
75,057
75,075
Restricted cash, noncurrent
1,162,496
737,918
Total cash and cash equivalents and restricted cash
$ 4,429,439
$ 7,459,395
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
$ -
$ -
Income taxes
$ -
$ -
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 1 – BUSINESS
Nature of Operations
Western 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.
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.
GAAP”). On June 28, 2016, the Company’s registration statement became effective and Western became a United States reporting
issuer.
On June 30, 2023, Western re-qualified as a foreign
private issuer as that term is defined in Rule 3b-4(c) promulgated under the 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. As of the subsequent measurement date June 30, 2024, Western
reconfirmed its qualification as a foreign private issuer for periods ended through December 31, 2025.
5
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
Note 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 three and nine months ended September 30, 2025, the Company generated
a net loss of $ 1,122,592 and $ 5,728,741 , 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 September 30, 2025,
the Company had an accumulated deficit of $ 34,658,635 and working capital of $ 3,136,193 .
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. On October 14,
2025, the Company closed a brokered private placement of 6,555,556 units at a price of $ 0.64 (CAD $ 0.90 ) per unit. The aggregate gross
proceeds raised in the private placement amounted to $ 4,202,281 (CAD $ 5,900,000 ). On June 13, 2025, the Company closed a brokered private
placement of 5,911,786 units at a price of $ 0.63 (CAD $ 0.85 ) per unit. The aggregate gross proceeds raised in the private placement amounted
to $ 3,693,424 (CAD $ 5,025,018 ) and proceeds net of issuance costs were $ 3,331,687 (CAD $ 4,532,939 ). Of the 5,911,786 common shares and
warrants issued to investors, 117,647 were issued to Mr. Glasier for his participation in the private placement (see Note 8). 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.
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. 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 mineral resources to generate operating
cash flows.
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 condensed interim consolidated financial statements.
The accompanying condensed interim consolidated financial statements do not include any adjustments that might result from the outcome
of these uncertainties.
6
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies
are disclosed in the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2024, filed with the United States Securities and Exchange Commission (the “Commission”),
on April 15, 2025. Except as reflected below, there were no changes to the Company’s significant accounting policies as described
in the Annual Report on Form 10-K. Reflected in this note are updates to accounting policies, including the impact of the adoption of
new policies.
Basis of Presentation and Principles of Consolidation
The accompanying condensed interim consolidated
financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form
10-Q and Rule 10 of Regulation S–X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for
complete financial statements. However, in the opinion of management of the Company, all adjustments necessary for a fair presentation
of the financial position and operating results have been included in these condensed interim consolidated financial statements. These
condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes
thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2024, as filed with the
Commission on April 15, 2025. The Company has voluntarily elected to file this Quarterly Report on Form 10-Q for the quarter ended September
30, 2025 notwithstanding its foreign private issuer status. Operating results for the three and nine months ended September 30, 2025 are
not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2025.
The accompanying condensed interim 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 Corporation
(“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 Commission,
through the completion of a “final” or “bankable” feasibility study for any of its uranium projects.
7
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
Note 3 – SUMMARY OF Significant Accounting Policies, CONTINUED
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). The
computation of net loss per share for each of the three and nine months ended September 30, 2025 and 2024 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 Three Months
Ended September 30,
For the Nine Months
Ended September 30,
2025
2024
2025
2024
Warrants to purchase common shares
15,738,059
5,578,739
15,738,059
5,578,739
Options to purchase common shares
5,390,000
4,473,334
5,390,000
4,473,334
Total potentially dilutive securities
21,128,059
10,052,073
21,128,059
10,052,073
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards
Board (the “FASB”) issued Accounting Standards Update (“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. The Company adopted this standard as of January 1, 2025, which will result in additional
disclosures in the notes to the Company’s consolidated financial statements.
Recent Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03,
– Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40) : 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 condensed interim consolidated financial statements and disclosures.
8
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL
PROPERTY
The Company’s property, plant & equipment
and mineral properties, net and kinetic separation intellectual property are:
Estimated
Useful Lives As of
September 30,
2025 As of
December 31,
2024
Mineral properties N/A $ 11,688,841 $ 11,688,841
Mining equipment 5 years 3,479,734 3,260,879
Vehicles 5 years 1,056,720 1,094,297
Plant facilities 5 - 10 years 281,959 207,490
Software 5 years 9,120 9,120
Construction in progress N/A 144,573 36,343
Land N/A 2,334,050 2,334,050
Total property, plant & equipment and mineral properties $ 18,994,997 $ 18,631,020
Less: accumulated depreciation 1,522,766 928,451
Property, plant & equipment and mineral properties, net $ 17,472,231 $ 17,702,569
Kinetic separation intellectual property $ 9,488,051 $ 9,488,051
The Company’s mining properties acquired
on August 18, 2014 that the Company retains as of September 30, 2025 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. 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 September 30, 2025 include: Hansen, North Hansen and Hansen Picnic Tree located in
Fremont and Teller Counties, Colorado. The Company also acquired the Keota project located in Weld County, Colorado and the Ferris Haggerty
project located in Carbon County, Wyoming. These mining assets include both owned and leased land in the states of Utah, Colorado, and
Wyoming. All of the mining assets represent properties which have previously been mined, to different degrees, for uranium.
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.
During the nine months ended September 30, 2025
and 2024, Western made purchases of $ 400,426 and $ 1,182,935 , to increase the Company’s mining and processing capacities. During
the three and nine months ended September 30, 2025, depreciation expense was $ 210,207 and $ 610,715 , of which $ 208,986 and $ 607,866 was
included in mining expenditures and $ 1,221 and $ 2,849 was included in general and administrative on the Company’s condensed interim
consolidated statements of operations and other comprehensive loss, respectively. During the three and nine months ended September 30,
2024, depreciation expense was $ 168,782 and $ 433,148 , respectively, which was included in mining expenditures on the Company’s condensed
interim consolidated statements of operations and other comprehensive loss.
9
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued
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
(“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.
Deliveries of uranium bearing ore to Purchaser
began in June 2025. Revenue related to shipments are recognized after title for stockpiled ore passes to the Purchaser. Such title passes
upon the Purchaser having received, weighed and graded the deliveries for the lot. During the three and nine months ended September 30,
2025, the Company recognized revenue from the sale of ore, net of royalty, of $ 297,285 . As of September 30, 2025, included within other
current assets on the consolidated balance sheet, was a receivable from the Purchaser in the amount of $ 297,285 .
On June 12, 2025, the Company funded a $ 50,000
surety bond for San Miguel County, Colorado. This bond was a precondition to acquiring a permit for hauling on the county’s road
system; acquiring this permit allowed the Company to commence deliveries in June 2025.
10
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued
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 on approximately 160 surface acres of the
Company’s property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty
from the lessee’s revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest. The Company
has also received cash payments from the lessee related to the easement that the Company is recognizing incrementally over the eight year
term of the easement. As of September 30, 2025, 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 three months ended September 30, 2025
and 2024, the Company recognized aggregate revenue of $ 31,107 and $ 52,981 , respectively, and for the nine months ended September 30, 2025
and 2024, the Company recognized aggregate revenue of $ 102,837 and $ 147,035 , respectively, under these oil and gas lease arrangements.
Asset Retirement Obligations
The Company’s mines are subject to certain
asset retirement obligations (“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. The ARO represents the Company’s best estimate of the present value of future costs in
connection with the mineral properties.
The Company determined the aggregate gross AROs
of the mineral properties to be $ 1,187,553 and $ 1,163,978 as of September 30, 2025 and December 31, 2024, respectively. The portion of
the asset retirement obligations related to the Van 4 Mine, which is in reclamation as of September 30, 2025, and its related restricted
cash are included in current liabilities and current assets, respectively, at a value of $ 75,057 . During the three and nine months ended
September 30, 2025, 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 amount.
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 authorities. 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 rate of 5.4 % as of September 30, 2025 and December 31, 2024.
The net discounted aggregated values as of September 30, 2025 and December 31, 2024 were $ 410,569 and $ 410,098 , respectively. On March
13, 2025, the Company remitted $ 351,131 in connection with the reevaluation of reclamation costs for existing mining properties. Financial
warranties to secure AROs as of September 30, 2025 and December 31, 2024 were $ 1,187,553 and $ 812,993 , respectively.
11
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM 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 Nine Months Ended
September 30,
2025
2024
Beginning balance at January 1
$ 410,098
$ 316,619
Addition
6,713
-
Adjustment to asset retirement obligations
( 19,307 )
12,154
Accretion
13,065
9,164
Ending Balance at September 30
$ 410,569
$ 337,937
Less: Asset retirement obligations, current portion
75,057
75,057
Asset retirement obligations, net of current portion
$ 335,512
$ 262,880
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 of the U.S. 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. Pursuant to the Fiscal Responsibility Act of 2023, each permitting project has a one year time limit for the BLM to complete
a review. Under the 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 a Company 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.
Initially, groundwater monitoring wells will be installed at five drilling locations, reaching depths of approximately 1,000 feet. During
the borehole completion process, mineralization will also be assessed and confirmed against historical drill data. This project will provide
the baseline data needed for permitting application submission.
12
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4
– Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL
PROPERTY, continued
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. 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.
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
13, 2032. This patent is supported by two provisional patent applications. 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. 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 subsequent to commencing scaled production levels. There are also alternative applications, which the
Company has explored.
NOTE 5 – Accounts
Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of:
As of
September 30, 2025
December 31, 2024
Trade accounts payable
$ 465,512
$ 515,532
Accrued liabilities
196,166
156,509
Total accounts payable and accrued liabilities
$ 661,678
$ 672,041
13
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS
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 September
30, 2025 and December 31, 2024, an unlimited number of common shares were authorized for issuance.
Private Placements
On June 13, 2025, the Company closed a private
placement of 5,911,786 units at a price of $ 0.63 (CAD $ 0.85 ) per unit. The aggregate gross proceeds raised in the private placement amounted
to $ 3,693,424 (CAD $ 5,025,018 ) and proceeds net of issuance costs were $ 3,331,687 (CAD $ 4,532,939 ). 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 $ 0.77 (CAD $ 1.05 )
per share for a period of four years following the closing date of the private placement. A total of 5,911,786 common shares and warrants
to purchase 5,911,786 common shares were issued to investors and warrants to purchase 206,913 common shares were issued to broker dealers
in connection with the private placement. Of the 5,911,786 common shares and warrants issued to investors, 117,647 were issued to Mr.
Glasier for his participation in the private placement (see Note 8).
Warrant Exercises
There were no warrant exercises during the three
and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, an aggregate of 0 and 5,198,540 warrants
were exercised for total proceeds of $0 and $ 4,605,458 (CAD $ 6,238,248 ).
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 for filing. During the year ended December 31, 2024, the Company recorded an incremental fair value of $ 184,308
arising from the extension of the term. 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.
14
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 6 – SHARE CAPITAL AND OTHER EQUITY
INSTRUMENTS, CONTINUED
Incentive Stock Option Plan
The Company maintains an Incentive Stock Option
Plan (the “Plan”) that permits the granting of stock options as incentive compensation.
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
common shares for which stock options may be granted will not exceed 10 % of the issued and outstanding common shares at the time stock
options are granted. As of September 30, 2025, a total of 65,298,332 common shares were outstanding. As of September 30, 2025, the maximum
number of stock options eligible to be issued under the Plan would be 6,529,833 and net of 5,390,000 options outstanding as of September
30, 2025, there remain 1,139,833 stock options available to be issued under the Plan.
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
There were no stock options granted during the
nine months ended September 30, 2025. During the nine months ended September 30, 2024, the Company granted a stock option to a director
for the purchase of 100,000 shares of common stock with a weighted average grant date fair value of $ 0.80 per share.
During the nine months ended September 30, 2025,
the Company issued 3,850 common shares pursuant to the cashless exercise of options to purchase 83,332 common shares with an
exercise price of $ 0.79 (CAD $ 1.03 ).
During the nine months ended September 30, 2024,
the Company issued 22,484 common shares pursuant to the cashless exercise of options to purchase 41,666 common shares with an exercise
price of $ 0.79 (CAD $ 1.03 ).
15
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED
Stock Options, continued
Number of
Shares Weighted
Average
Exercise Price Weighted
Average
Contractual
Life (Years) Intrinsic
Value
Outstanding – January 1, 2025 5,723,336 $ 1.14 3.80 $ -
Granted -
-
Forfeited and expired ( 250,004 ) 0.79
Exercised ( 83,332 ) 0.79
Outstanding – September 30, 2025 5,390,000 $ 1.16 3.27 $ -
Exercisable – September 30, 2025 4,931,654 $ 1.18 3.08 $ -
The Company’s stock-based compensation expense
(net of the effect of forfeitures) related to stock options for the three months ended September 30, 2025 was $ 89,372 of which $ 17,875
and $ 71,497 was included in mining expenditures and general and administrative expenses, respectively, on the Company’s condensed
interim consolidated statements of operations and other comprehensive loss. The Company’s stock-based compensation expense related
to stock options for the three months ended September 30, 2024 was $ 149,038 , of which ($ 3,918 ) and $ 152,956 was included in mining expenditures
and general and administrative expenses, respectively, on the Company’s condensed interim consolidated statements of operations
and other comprehensive loss. The Company’s stock-based compensation expense (net of the effect of forfeitures) related to stock
options for the nine months ended September 30, 2025 was $ 510,461 of which $ 102,107 and $ 408,354 was included in mining expenditures and
general and administrative expenses, respectively, on the Company’s condensed interim consolidated statements of operations and
other comprehensive loss. The Company’s stock-based compensation expense related to stock options for the nine months ended September
30, 2024 was $ 893,688 , of which $ 203,607 and $ 690,081 was included in mining expenditures and general and administrative expenses, respectively,
on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. As of September 30, 2025,
there was approximately $ 74,921 of unrecognized share-based compensation for unvested stock options, which is expected to be recognized
over a weighted average period of 0.34 years.
Warrants
Number of
Shares Weighted
Average
Exercise Price Weighted
Average
Contractual
Life (Years) Intrinsic
Value
Outstanding – January 1, 2025 9,718,345 $ 1.52 2.76 $ -
Issued 6,118,699 0.77
Exercised -
-
Expired/Forfeited ( 98,985 ) 2.00
Outstanding – September 30, 2025 15,738,059 $ 1.12 2.68 $ 87,902
Exercisable – September 30, 2025 15,738,059 $ 1.12 2.68 $ 87,902
16
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
Note 7 – Mining Expenditures
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2025
2024
2025
2024
Mining costs
$ 351,823
$ 614,454
$ 1,597,094
$ 1,967,452
Permits
34,272
28,267
116,740
91,904
Labor and related benefits
443,363
523,622
1,947,841
1,795,517
Royalties
1,502
-
5,300
5,300
Total mining expenses
$ 830,960
$ 1,166,343
$ 3,666,975
$ 3,860,173
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 three months ended
September 30, 2025 and 2024, PRM funded an aggregate of $ 99 and $ 55,643 , respectively (inclusive of funding the Initial Contribution)
to the JV, which was expensed to mining expenditures within the condensed interim consolidated statements of operations and other comprehensive
loss and reflected within mining cost in the table above. During the nine months ended September 30, 2025 and 2024, PRM funded an aggregate
of $ 593 and $ 234,192 , respectively (inclusive of funding the Initial Contribution) to the JV, which was expensed to mining expenditures
within the condensed interim consolidated statements of operations and other comprehensive loss and reflected within mining cost in the
table above. The Company has completed its earn-in through the Initial Contribution and now owns a 50 % interest in the assets of the JV.
17
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(Stated in USD)
NOTE 8 – Related Party Transactions AND BALANCES
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 $ 330,988 (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
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 $ 330,988 and $ 309,138 as of September 30, 2025 and December 31, 2024, 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 $ 26,325
and $ 26,325 in connection with these arrangements for the three months ended September 30, 2025 and 2024, respectively. The Company incurred
rent expense of $ 79,921 and $ 76,175 in connection with these arrangements for the nine months ended September 30, 2025 and 2024, respectively.
The Company is obligated to pay Mr. Glasier for
reimbursable expenses in the amount of $ 45,038 and $ 83,554 , included within accounts payable and accrued liabilities, as of September
30, 2025 and December 31, 2024, respectively.
During the nine months ended September 30, 2024,
the Company purchased approximately $ 9,000 of mining related equipment from Silver Hawk Ltd.
NOTE 9 – Subsequent eventS
Private Placement
On October 14, 2025, the Company closed a brokered
private placement of 6,555,556 units at a price of $ 0.64 (CAD $ 0.90 ) per unit. The aggregate gross proceeds raised in the private placement
amounted to $ 4,202,281 (CAD $ 5,900,000 ). 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 $ 0.85 (CAD $ 1.20 ) per share for a period of 54 months following the closing
date of the private placement. A total of 6,555,556 common shares and warrants to purchase 6,555,556 common shares were issued to investors
and warrants to purchase 229,444 common shares were issued to broker dealers in connection with the private placement. A 7 % cash commission
and broker warrants equal to 3.5 % of the number of units sold, each exercisable into one common share at the issue price for a period
of 54 months following the closing date, will be issued to the sole underwriter in connection with the offering.
Acquisition of Uranium Claims
On October 8, 2025, PRM closed on the purchase
of a 50 % interest in a package of unpatented mineral lode claims (the “Claims”). PRM paid $ 250,000 for a 50 % ownership interest
in a drilled-out uranium-vanadium deposit situated on 240 acres that is located on BLM land in Montrose County, Colorado. The 50 % of mineral
claims that are not owned by PRM continue to be owned by Mr. George Glasier, the Company’s CEO. The Uranium Ridge Project is located
in close proximity to the Company’s proposed Mustang mineral processing plant.
18
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.