Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations Forward-Looking Statements
The information disclosed in this quarterly report,
and the information incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding our or our
management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained or incorporated
by reference in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential
effects on us and speak only as of the date of each such statement. There can be no assurance that future developments affecting us will
be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in this Item
2 of Part I and Item 1A of Part II of this quarterly report. Should one or more of these risks or uncertainties materialize, or should
any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
The following discussion should be read in conjunction
with our condensed interim consolidated financial statements and footnotes thereto contained in this quarterly report.
Overview
General
Western Uranium & Vanadium Corp. (“Western”
or the “Company”, formerly Western Uranium Corporation) 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.
On August 18, 2014, the Company closed on the
purchase of certain mining properties in Colorado and Utah from Energy Fuels Holding Corp. Assets purchased included both owned and leased
lands in Utah and Colorado, and all represent properties that have been previously mined for uranium to varying degrees in the past. The
acquisition included the purchase of the Sunday Mine Complex. The Sunday Mine Complex is located in western San Miguel County, Colorado.
The complex consists of the following five individual mines: the Sunday mine, the Carnation mine, the St. Jude mine, the West Sunday mine
and the Topaz Mine. The operation of each of these mines requires a separate permit, and all such permits have been obtained by Western
and are currently valid. Notably, for the Topaz Mine, which at the present time is permitted and is scheduled for reclamation, the process
is underway for it to be re-permitted. In addition, each of the mines has good access to a paved highway, electric power to existing declines,
office/storage/shop and change buildings, and an extensive underground haulage development with several vent shafts complete with exhaust
fans. The Sunday Mine Complex is the Company’s core resource property and in July 2021 was assigned “Active” status
when mining operations were restarted.
On September 16, 2015, Western completed its acquisition
of Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed. The acquisition
terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range. Pursuant to the agreement,
Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”) under the Australian
Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being issued common shares of Western
on a 1 for 750 basis. On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on September 4, 2015, Black
Range received approval by the Federal Court of Australia. In addition, Western issued options to purchase Western common shares to certain
employees, directors, and consultants. Such stock options were intended to replace Black Range stock options outstanding prior to the
Black Range Transaction on the same 1 for 750 basis.
Under United States Securities and Exchange Commission
(“Commission”) rules, the Black Range 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
shifting its basis of accounting from IFRS to U.S. GAAP. On June 28, 2016, the Company’s registration statement became effective
and Western became a United States reporting issuer.
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On June 30, 2023, Western re-qualified as a foreign
private issuer as that term is defined in Rule 3b-4(c) promulgated under the Exchange Act. As a result, the Company may now utilize certain
accommodations made to foreign private issuers, including (1) an exemption from complying with the Commission’s proxy rules, (2)
an exemption from the Company’s insiders having to comply with the reporting and short-swing trading liability provisions of Section
16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer forms,
and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S. The Company
plans to take advantage of these accommodations. 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.
The Company has registered offices at 5 Church
Street, Toronto, Ontario, Canada, M5E 1M2, and its common shares are listed on the CSE under the symbol “WUC” and are traded
on the OTCQX Best Market under the symbol “WSTRF”. Its 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”).
Recent Developments
Uranium Markets and Western Strategy
Between July 2024 and August 2025, the uranium
term price was in the $80.00 to $81.50 range until its rise to $83/lb in September 2025 and $85/lb in October 2025. The uranium spot market
has experienced more volatility, peaking at $106/lb in January 2024, and declining into a 2025 trading range of $64/lb to $78/lb through
August 2025. In September 2025 and October 2025 spot prices rallied above $80/lb, before declining back into the 2025 trading range in
November 2025. The recent rally was ignited in mid-September by President Trump and DOE Secretary Wright touting U.S. nuclear power and
the U.S. domestic fuel cycle, which rallied uranium equity markets. In 2024, Western responded to favorable market conditions by aggressively
ramping up operations and expanding production capacity primarily at its 100% owned Sunday Mine Complex. While uranium spot prices weakened
late in 2024, we had anticipated a recovery in 2025, supported by the U.S. ban on Russian uranium (effective 2028) and the Trump administration’s
strong backing of nuclear energy and domestic mining. The Company’s interpretation of market signals was that uranium markets would
stabilize at replacement price levels. However, given recent turbulence in global commodity and financial markets, along with geopolitical
uncertainties, we have shifted to a more conservative stance, increasingly focusing on cost control and strategic discipline. We continued
to observe capital market volatility fueled by political and trade uncertainties related to the ongoing tariff situation initiated by
the current US Administration and the U.S. government shutdown.
This conservative approach has been adopted to
reduce operational spending in the near-term. The intent is to focus on the initiatives that bring long-term value to the Company: constructing
the proposed Mustang mill and the development of nearby mines to supply this mill. Western’s team remains confident that uranium
prices will become reflective of replacement cost levels and strong underlying market fundamentals. While we are focusing on preparing
more of our mineral properties for active mining operations, we intend to utilize this conservative approach until there is a significant
and sustainable recovery in uranium markets.
Uranium Ridge Project
On October 8, 2025, Western, through its wholly
owned subsidiary, PRM, closed on the acquisition of a package of unpatented mineral lode claims (the “Claims”). The Company
paid $250,000 for the acquisition, securing a 50% ownership interest in the area covered by historic drilling. The Claims encompass a
drilled-out uranium-vanadium deposit situated on ~240 acres that is located on BLM land in Montrose County, Colorado. As part of the acquisition
strategy, Western has also staked additional claims surrounding the property, adding 500 acres with significant exploration potential
to expand the historical resource. The Company has named this resource property the Uranium Ridge Project (“Uranium Ridge”),
which is a combination of the acquired claims and the newly staked claims. The 50% of mineral claims that are not owned by PRM continue
to be owned by Mr. George Glasier, the Company’s CEO. Mr. Glasier has indicated his willingness to make his personal interest available
to the Company on appropriate terms if the Company deems it to be desirable. Uranium Ridge is located in close proximity to Western’s
proposed Mustang mineral processing plant site, which is being advanced as a key regional processing hub. By securing nearby resources,
Western expects to reduce haulage costs, streamline logistics, and capture significant processing efficiencies, directly translating into
increased value for shareholders. After the completion of the drill program at the Van 4, Uranium Ridge is targeted for a similar confirmation
and exploration drill program. The objectives are to confirm the historic drilled-out resources and expand the resource to the peripheral
newly added 500 acres of claims acquired by staking.
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.
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On June 12, 2025, the Company funded a $50,000
surety bond for San Miguel County, Colorado, which allowed the Company to commence deliveries in late June 2025. During April and May,
the Company focused on the operational preparations required to begin hauling material. Also during this period, an additional ore pad
was constructed, equipment and vehicles were prepared, and new equipment was purchased. During the period from late June through September,
Western delivered approximately 1,600 tons of mined material from the Sunday Mine Complex to the White Mesa Mill. Hauling capacity proved
a limiting factor as all deliveries were completed by Western employees, alternating driving duties, utilizing a single Company truck
to make ~20 ton deliveries. Most of the uranium-bearing feedstock utilized to make deliveries under the Ore Purchase Agreement originated
from underground stockpiled materials from historical work projects, predominantly from the December 2021 through March 2022 project.
This was supplemented by a small amount of new production from the Sunday Mine Complex. During the three and nine months ended September
30, 2025, we 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 were receivables in the amount of $297,285 due from Purchaser. At the end of September, Western
made the decision to pause additional future deliveries in favor of focusing the mining staff on development projects, thus retaining
stockpiled materials for Western’s processing plant that is targeted to come online in 2029.
Mustang Mineral Processing Plant
We are prioritizing the development of the Mustang
Mineral Processing Plant (Mustang) in Colorado due to its close proximity to the SMC and lower hauling costs in comparison to the Maverick
Minerals Processing Plant in Utah. In preparing the new licensing and permitting application, Western expects to benefit from the prior
site owner’s completion of all phases of licensing and permitting of their Pinon Ridge Mill project. This facility will be designed
to recover uranium and vanadium both from conventional materials mined from Company mines and materials produced by other mining companies.
After permitting and construction, and subject to available financing, the processing of uranium and vanadium materials is targeted to
commence in 2029. The Colorado milling license that Western is currently seeking will incorporate Kinetic Separation via an amendment
to the initial license – as Western’s current plan is to submit a licensing application that is substantially identical to
the application that was used previously for the Pinon Ridge Mill (which did not include the Company’s Kinetic Separation technology).
Site improvements commenced during the fourth quarter 2024, as monitoring equipment and infrastructure were installed and the existing
roads were graded. Official baseline data collection at Mustang began on January 22, 2025, for the first quarter ended March 31, 2025.
Data has been continuously collected for the first three quarters of 2025, and the report is being compiled for the quarter-ended September
30, 2025. Results to date for both water and air quality are consistent with prior data collected by the former owners. Data collection
and compilations will continue into 1Q 2026, allowing the team to also begin preparing the radioactive materials license application in
1Q 2026 with the goal of submitting the application during 3Q 2026. Mustang’s completion is critical for in-house yellowcake production.
Mustang Mineral Mill Site Acquisition
On October 1, 2024, Western, through its wholly
owned subsidiary, Western Utah, executed a binding stock purchase 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 transaction was accounted for as a purchase
of an asset. 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.
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.
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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.
The total purchase price of PRC was $1.98 million,
which consisted of an aggregate of $829,167 in payments to former PRC shareholders for their equity interests and outstanding loans made
to PRC and related accrued interest and a $1,148,125 payment for principal and interest to a third party in satisfaction of an assumed
liability of Mustang. For the 53% ownership of PRC, $414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew
Wilder.
Sunday Mine Complex Project
In response to elevated uranium prices during
early 2024, Western spent 2024 ramping up operations to achieve its annualized production target of 1 million pounds of uranium and 6
million pounds of vanadium. Following the expansion of infrastructure deeper into the West Sunday Mine, the mining teams commenced driving
a drift to the Leonard & Clark deposit and the drilling teams continued to define additional mining areas utilizing underground horizontal
drilling. This was a staffing and capital intensive project because the mining team was working deep underground across four mines. During
the third quarter of 2024, the operations team moved to an area of the Sunday Mine where the last operator ceased production. Existing
underground workings were rehabilitated and utilities were installed in a large stope area close to the former production face.
With uranium pricing still at suppressed levels,
there has been a corresponding reduction in mining operations in 2025. The development of the Sunday Mine Complex became a secondary focus
during the second and third quarters 2025 as the mining team alternated between mine development and hauling / delivery activities related
to the Ore Purchase Agreement. In the first quarter of 2025, the extension of the GMG deposit secondary escape became the main underground
project.
During 2025, Western extended work in three areas
of the GMG deposit and advanced the Leonard & Clark decline. We plan to continue, on a smaller scale, to rehabilitate additional Sunday
Mine Complex areas which indicate defined uranium mineralization. Notably, this additional rehabilitation would further expand capacity.
Current development supports the potential for full production.
Sunday Mine Complex Drilling Program
The first phase of the horizontal underground
drilling program has now been successfully completed. The program employed rigorous quality control, including twinning holes, assaying,
and drilling core samples. The program included 20,366 feet of drilling plus an additional 1,655 feet of core drilling. Half of these
core holes targeted mineralized faces identified during underground development, while the other half confirmed previously identified
ore zones. Geotechnical and geological logging also mapped major faults and weak ground conditions. The program confirmed five mineralized
pockets in the GMG drift and outlined the deposit’s overall shape and trend. The horizontal drilling program defined mineralized
deposits but did not establish deposit thickness. A second program phase would necessitate surface/vertical drilling to capture thickness
data to update geologic resource estimates. Having successfully completed the initiatives at the Sunday Mine Complex, we gradually reduced
staffing through attrition, consultant cutbacks, selective layoffs, and redeployment. These efficiency measures have been taken to align
the workforce with Company capitalization levels. During mine development activities, we have attempted to drift around mineralization,
leaving the seam faces for quick access during the next period of full production.
Additional Projects To Expand Production
Capacity
Looking forward, Management is considering opportunities
across our property portfolio to increase production capacity that are less capital intensive. These include re-permitting the Topaz Mine,
rehabilitating the Sage Mine, reassessing the Van 4 Mine for decline/portal access rather than utilizing the previously reclaimed shaft,
and additional development of the Rimrock JV mines. The project to advance permitting of the San Rafael Project is included in this group,
and discussed in more detail below. Progress has been made on each of these initiatives. At the Topaz Mine, a new monitor well has been
drilled and is actively being flushed in preparation for the delivery of new monitoring equipment. Once installed, we will commence the
water quality sampling program. At the Sage Mine, we have now received both state and BLM approvals to commence limited work at this mine.
For the Van 4, the team is preparing a vertical drill rig to begin a drilling program with both development and exploration/ resource
expansion objectives.
San Rafael
The San Rafael Uranium Project, located in Emery
County, Utah, is being developed as the Company’s second production facility. During the second quarter 2024, Western submitted
a Notice of Intent to the U.S. Bureau of Land Management (“BLM”) that was approved for a mineral and groundwater exploration
project. 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. Currently all permits have been received
that are needed for the drilling of monitor wells, and sinking of a mine shaft. When site work commences, following the completion of
repairs to access roads, the phase 1 drilling program can 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.
Infrastructure
Western expanded its fleet of mining equipment
and vehicles in 2023/2024 by purchasing discounted used equipment and reconditioning it with an in-house team of mechanics. This approach
has the advantage of putting equipment into reliable high-volume usage condition at a fraction of the cost, while mitigating supply chain
issues. The Company has sought cost savings in this area by limiting new purchases in 2025 and opting to rehabilitate the remainder of
the fleet over a longer duration. Most purchases made in 2025 were required for hauling uranium-bearing material to the White Mesa Mill.
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Maverick Minerals Processing Plant
The development of the Maverick Minerals Processing
Plant in Green River, Utah, has advanced since the land package acquisition was completed in 2023. Subsequently, a full team of consulting
firms was chosen and engaged for their expertise in engineering / mill design, permit preparation, environmental, hydrology, and air quality.
The project design and permitting activities include site evaluation work, compilation of a preliminary plant and property site plan,
baseline data collection, plant and animal studies and a cultural survey. Additional consulting commitments were made to advance the licensing
and development with Precision Systems Engineering (“PSE”), a leading engineering and design consulting firm headquartered
in Sandy, Utah. The next steps were for PSE to complete a preliminary engineering design and cost estimate for a 500 ton per day mill
and the installation of monitor wells. However, additional work has been deferred for Western to reassess its design strategy now that
it has purchased a previously licensed mill site in Colorado (Mustang Mineral Processing Plant, formerly the Pinon Ridge Mill). As processing
facility development efforts have been shifted, some of the Maverick site infrastructure has been relocated to the Mustang site and notably
the preliminary engineering work is also transferable. The Maverick site is located in close proximity (approximately 4 miles) to the
San Rafael Uranium Project; however, it is approximately 170 miles from the Sunday Mine Complex. We are prioritizing development of the
Mustang site, given its close proximity to the Sunday Mine Complex, lower hauling costs, and past licensing advances over the Maverick
site.
Bullen Property (Weld County)
In 2017, the Company entered into an oil and gas
lease that became effective with respect to minerals and mineral rights owned by the Company of approximately 160 surface acres of the
Company’s mining 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.
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 three months ended September 30, 2025
and 2024, we recognized aggregate revenue of $31,107 and $52,981, respectively, and for the nine months ended September 30, 2025 and 2024,
we recognized aggregate revenue of $102,837 and $147,035, respectively, under these oil and gas lease arrangements. For the three and
nine months ended September 30, 2025, oil and gas royalties declined due to lower volumes attributable to production decline curves.
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Kinetic Separation Licensing
On December 1, 2016 a determination was made by
the CDPHE considering the NRC Advisory Opinion, the Colorado public meeting process, and the CDPHE regulatory and evaluation framework.
This determination stated that the proposed Kinetic Separation operations at the Sunday Mine by Black Range Minerals must be regulated
by the CDPHE through a milling license. Previously, the Company was unable to deploy Kinetic Separation as it was without a regulatory
framework, but as a result of this determination the Company is now able to deploy Kinetic Separation under a milling license. The Colorado
milling license that Western is currently seeking will likely incorporate Kinetic Separation via an amendment to the initial license –
as Western’s current plan is to submit a licensing application that is substantially identical to the application that was used
previously for the Pinon Ridge Mill (which did not include the Company’s Kinetic Separation technology).
Biden-Harris, Trump 1.0 and Trump 2.0 Administration
Initiatives
During the first Trump Administration, the U.S.
government focused on market distortions caused by foreign state-owned enterprises and the economic and geopolitical influence lost by
allowing Russia and China to take the global lead in nuclear power. In support of the world’s largest civilian nuclear reactor fleet,
the U.S. has implemented some of the recommendations of the Nuclear Fuel Working Group which followed the uranium Section 232 investigation.
This led to the implementation of the Uranium Reserve Program and the American Assured Fuel Supply program. Subsequently, the Russia/Ukraine
war has highlighted the nuclear fuel supply chain risks and the geopolitical risks of dependence on the direct and indirect sourcing of
nuclear fuel from state owned enterprises in Russia and former Soviet Union republics.
Upon taking office, the Biden-Harris Administration
team immediately rejoined the Paris Climate Accord, reversed a number of pro-fossil fuel energy policies, and gave all agencies climate
change initiatives. The Administration worked to advance a national clean energy standard. In August 2022, the Inflation Reduction Act
was signed into law authorizing governmental investments of approximately $369 billion in climate and energy, a portion of which would
benefit the U.S. domestic nuclear industry and battery technologies.
In November 2024, the United States held a highly
contested Presidential election between Republicans (Trump-Vance) and Democrats (Harris-Walz). The Trump-Vance Republican ticket won,
returning former President Donald Trump to the Presidency. Republicans also achieved Congressional majorities in both the Senate
and House of Representatives. Nuclear energy now enjoys bipartisan support. However, with the change in Presidential Administrations,
the Biden emphasis on climate change and clean energy initiatives was replaced by Trump pro-energy initiatives. In his first day in office,
President Trump signed Executive Orders declaring a National Energy Emergency and a U.S. withdrawal from the Paris Climate Agreement for
a second time. The new administration is seeking a reduction in the federal government’s size and regulatory power; we believe this
is likely to expedite the permitting and development of energy resource projects.
The Trump Administration has put forth multiple
measures that are very positive for U.S. domestic energy and mining and for Western. On February 14, 2025, President Trump signed an Executive
Order creating the National Energy Dominance Council. On March 20, 2025, to boost domestic production of critical minerals and reduce
reliance on foreign imports, President Trump signed an Executive Order titled “Immediate Measures to Increase American Mineral Production.”
On April 9, 2025, President Trump signed an Executive Order entitled “Zero-based Regulatory Budgeting to Unleash American Energy”
to reduce costs on energy production by requiring conditional sunset dates for regulations. Then on April 15, 2025, an Executive Order
was released entitled “Ensuring National Security and Economic Resilience through Section 232 Actions on Processed Critical Minerals
and Derivative Products”. The Department of the Interior followed on April 23, 2025, by implementing emergency permitting procedures
to strengthen domestic energy supply. In April / May 2025, in response to President Trump’s earlier March 20, 2025 Executive Order,
the Federal Permitting Improvement Steering Council announced the first two waves of critical mineral production projects selected to
benefit from expedited permitting; the second included two uranium projects. On May 23, 2025, President Trump signed four Executive Orders
specific to boosting the U.S. domestic nuclear fuel cycle. This incited a strong uranium mining stock rally the following day. Since taking
office, President Trump has signed no fewer than 10 Executive Orders to boost the energy sector that we believe to be directly or indirectly
beneficial to nuclear and/or uranium mining industries. On November 7, 2025 the U.S. Geological Survey published the final 2025 List of
Critical Minerals, and uranium was added to the list. The Trump administration is expanding the list amid efforts to boost domestic mining
and cut reliance on imports for those minerals it deems essential for the U.S. economy and national security. As a result, uranium projects
qualify increasingly for federal incentives, national stockpiling, and priority research.
During August 2025, DOE’s Office of Nuclear
Energy established the Defense Production Act (DPA) Consortium that will seek participation by U.S. companies through voluntary agreements.
It was announced that “Under the DPA Consortium, voluntary agreements will allow industry consultation to develop plans of action
to ensure that the nuclear fuel supply chain capacity for mining and milling, conversion, enrichment, deconversion, fabrication, recycling
and reprocessing is available to enable the continued reliable operation of the nation’s reactors.” Due to the U.S. government
shutdown, the first meeting of the DPA Consortium was rescheduled from October 14, 2025 to October 23, 2025. In mid-September, President
Trump and DOE Secretary Wright touted U.S. nuclear power, the potential for new advancements, and the U.S. domestic fuel cycle which rallied
uranium equity markets for a few weeks.
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The capital markets have yet to reflect the very
positive impact of these pro-energy policies for the uranium mining sector as this has initially been overshadowed by the announcements
of U.S. tariffs and reciprocal tariffs on the United States’ largest trading partners.
United States Ban of Russian Uranium due
to Russian Invasion of Ukraine
In response to Russia’s war in Ukraine,
the U.S. legislature passed the Prohibiting Russian Uranium Imports Act (H.R. 1042) to ban Russian uranium imports into the United States.
Unanimous passage in April 2024 by the U.S. Senate followed the U.S. House of Representatives’ passage of the bill in December 2023.
Subsequently, on May 13, 2024, President Biden signed this legislation into law. The ban became effective 90 days after its enactment
on August 11, 2024 and is being phased in under Department of Energy conditional waivers before becoming a complete ban on January 1,
2028. Importantly, the enactment of a Russian ban releases funding to support the American nuclear supply chain. This funding was deployed
by the DOE under a new program called the Low-Enriched Uranium (LEU) – Enrichment Acquisition. The United States has the world’s
largest civilian nuclear reactor fleet, and it has now taken steps to reduce its reliance on state-sponsored Russian nuclear fuel.
In November 2024, in response to the U.S. ban
on Russian uranium imports, Russia imposed a counter restriction on the export of enriched uranium to the United States. This was designed
to create maximum uncertainty through its implementation on a shipment-by-shipment basis. Also in December 2024, Russia’s national
nuclear company sold a 49% minority stake in a joint venture in a Kazakhstan uranium mine to a Chinese state-owned company. It was reported
that this was done due to difficulties selling uranium to European or North American buyers due to sanctions recently imposed upon Russia.
The war in Ukraine is ongoing and it is unclear
at this time when and how it will end but the parties have commenced negotiations under the guidance of the Trump Administration. In the
early days of the new administration, President Trump appeared to be more open toward Russia’s interests, which caused concern from
traditional European allies. Recently, the Trump’s Administration position regarding the war in Ukraine has become more balanced.
The earlier embrace of Russia negatively impacted the prices of uranium equities and physical uranium commodities during 2025.
Nuclear Fuel and Uranium Market Conditions
The uranium term price was in the $80.00 to $81.50
range between July 2024 and August 2025, until its rise to $83/lb in September 2025 and $85/lb in October 2025. The uranium spot market
has experienced more volatility, peaking at $106/lb in January 2024, and declining into a 2025 trading range of $64/lb to $78/lb through
August 2025. In September 2025 and October 2025 spot prices rallied above $80/lb, before declining back into the 2025 trading range in
November 2025. In 2023/2024, spot uranium prices reacted to supply/demand constraints and geopolitical risks. Positive catalysts across
multiple levels of the nuclear fuel and uranium markets have set in motion uranium market and nuclear fuel opportunities for the next
decade and beyond. Underlying fundamentals are the strongest in decades. This is attributable to multiple factors, including climate change,
energy security, supply chain and energy scarcity initiatives. The supply/demand imbalance has flipped from a market with excess supply
into a market with excess future demand. With the reduced availability of secondary supplies, utilities have begun adding multi-year contracts
with mining companies for primary supply. The drivers expanding the demand for nuclear fuel include non-nuclear nations adding nuclear
power generation, nuclear nations expanding fleets and/or extending lives of existing reactors, idled nuclear reactors being redeployed,
the reversal of phase-outs and shutdowns, and the deployment of advanced reactors / SMRs. However, the challenge is in meeting increasing
demand simultaneously with supply constraints from the world’s largest suppliers. In spite of all these favorable attributes, spot
uranium prices have declined in 2025 versus 2024 levels, as have the equities of junior uranium miners. We anticipate that both will rebound
to reflect the underlying positive fundamentals in the nuclear/uranium sector. Multiple market analysts have flagged low availability
of mobile secondary inventories. We believe the continued draw down of inventories to be a market catalyst for uranium prices.
Positive nuclear energy news has continued to
highlight the global growth of future nuclear electricity generation which will drive increased nuclear fuel demand. However, due to the
lead time needed for future uranium production, we are entering a phase where the supply-demand fundamentals are in a deep multi-year
structural supply deficit. The future is not clear as we believe some miners, like ourselves, with available near-term production are
waiting for higher price levels and/or project funding before making full start-up commitments. Utilities have also deferred contracting
to understand how regulations and geopolitics will modify their future access to Russian uranium, conversion and enrichment services.
In the second quarter of 2024, investors began
purchasing nuclear and uranium equities as a means to create long exposure for their positive view on Artificial Intelligence (AI), due
to the vast energy requirements of data centers. Many of those investors reversed their positions and began to sell these nuclear and
uranium equities in the fourth quarter of 2024 and in the first quarter of 2025, and the nuclear and uranium equities that initially benefited
saw a price reversal.
25
Nuclear Fuel Supply Chain
Concentration Risks
Russia’s invasion of Ukraine and the ensuing
global energy crisis has focused attention on security of supply and supply chain risks. This has caused most of the world to re-evaluate
their dependence upon nuclear fuel exported by Russia. In spite of the dominant market position of Rosatom, future deliveries potentially
could be at risk due to sanctions, legislation, or a Russian embargo. Customer dependence upon the Russian supply of uranium, conversion
and enrichment are being addressed slowly by governments as alternative suppliers are not currently available. Both Urenco and Orano have
announced that they will invest to expand their uranium enrichment capacity respectively in the United States and France, which represents
a shift away from Russia. Utilities are demonstrating their desire for increased security of their nuclear fuel supply chains. Kazakhstan
is also a concern because the world’s largest uranium producing country has an unguarded and the second longest continuous land
border in the world shared with Russia. The potential exists for Russia to exert influence over Kazakhstan. Additionally, Kazatomprom
has put large long-term contracts in place with China. This supply is needed for China to fulfill its 15 year plan to deploy 150 new nuclear
reactors. China National Nuclear Corp. (CNNC) has recently opened a uranium trading hub and warehouse facility, on the China / Kazakhstan
border, with the capacity to store 60 million pounds of uranium. It has become evident that the nuclear fuel supply chain has become increasingly
concentrated and interconnected in this very small area of the world. Expanding Kazakhstan uranium exports to Russia and China significantly
reduces future supply for Western nuclear fuel buyers.
In July 2023, the government of Niger was overthrown
by its military. This is significant because the new regime is opposed to Western interests and this landlocked West African country holds
the 7th largest uranium resource in the world and was producing about 5% of global production. The conflict has an anti-French sentiment,
and the Junta has initiated multiple actions that are counter to French interests. Most importantly, Niger’s Junta has threatened
the export of uranium to France which has serious implications because France acquires 20% of its natural uranium from Niger. In addition
to the French evacuating/ being expelled from Niger, the U.S. military also departed the country. The Junta is utilizing Russian military
support as a replacement. In addition, the Niger government has revoked operating permits from foreign uranium companies, including Orano
in June 2024 and Goviex in July 2024. In November 2024, Orano further reported that it had lost operational control, to authorities in
Niger, of another of its uranium mines. This mine was in production, but had been impacted by export restrictions imposed by the Junta.
During October 2023, geopolitical instabilities
spread further to the Middle East after a Hamas attack on Israel triggered a counterattack by Israel on the Gaza Strip. This additional
hot spot further increases volatility in the world and destabilizes the Middle East region that is highly influential on global energy
prices. The Israel-Hamas hostilities have escalated over the Summer of 2024 and then spread to other countries in the Middle East. At
the beginning of 2025, Israel and Hamas agreed to a ceasefire which ended in March 2025; the hostilities resumed in March and it is not
clear when and if the combatants will be able to negotiate a new ceasefire or an end to military actions. In August 2025, the Israeli
Prime Minister spoke of Israel’s intention to take control of the entire Gaza Strip and said that he will be seeking backing from
Israeli government ministers. On June 13, 2025, Israel attacked key nuclear and military facilities in Iran with Iranian military responding
with attacks on Israel soon after. The conflict escalated quickly, which raised significant concerns for the stability of the region and
oil prices increased sharply in the first days of the war. On June 22, 2025, the United States military bombed a number of Iranian nuclear
sites in a move to force Iranian authorities to negotiate a nuclear treaty and end the hostilities. Subsequently, both Israel and Iran
began to abide by a ceasefire, which appears to be holding. U.S. President Trump presented a 20-point Gaza ceasefire plan and pressured
both sides forcing Israel and Palestinians into indirect negotiations and a ceasefire resulted. This resulted in a hostage-prisoner exchange
in October 2025 where the release of the remaining living Israeli hostages were exchanged for almost 2,000 Palestinian prisoners and detainees
held by Israel. The hope is for a post-war governance plan that will result in a lasting ceasefire; negotiations are ongoing.
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.
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.
26
Results of Operations
The following table presents the Company’s
financial results for the three and nine months ended September 30, 2025 and 2024.
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 (loss), 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 )
Three Months Ended September 30, 2025 as Compared to the Three
Months Ended September 30, 2024
Summary:
Our condensed consolidated net loss for the three
months ended September 30, 2025 and 2024 was $1,122,592 and $2,241,170, respectively. The principal components of these quarter over quarter
changes are discussed below.
Our comprehensive loss for the three months ended
September 30, 2025 and 2024 was $1,131,332 and $ 2,227,152, respectively.
Revenues
Our revenues for the three months ended September
30, 2025 and 2024 were $328,392 and $52,981, respectively. The increase in revenues of $275,411, or 520% was primarily related to $297,285
of revenue from the sale of uranium bearing material during the three months ended September 30, 2025 as compared to receiving only oil
and gas royalties during the three months ended September 30, 2024.
Mining Expenditures
Mining expenditures for the three months ended
September 30, 2025 were $830,960 as compared to $1,166,343 for the three months ended September 30, 2024. The decrease in mining expenditures
of $335,383, or 29% was principally attributable to decreases in mining supplies and services, reduced Rimrock joint venture costs, lower
non-cash stock-based compensation expense, and lower payroll expenses due to a reduction in headcount. During the quarter, the operations
team notably shifted their focus toward making deliveries of previously stockpiled material.
Professional Fees
Professional fees for the three months ended September
30, 2025 were $89,518 as compared to $127,049 for the three months ended September 30, 2024. The decrease in professional fees of $37,531
or 30% was attributable to reduced public company costs.
General and Administrative
General and administrative expenses for the three
months ended September 30, 2025 were $519,291 as compared to $813,403 for the three months ended September 30, 2024. The decrease in general
and administrative expense of $294,112, or 36% is primarily due to a decrease in compensation expenses due to a reduced headcount, and
a decrease in non-cash stock-based compensation expense.
Consulting Fees
Consulting fees for the three months ended September
30, 2025 were $60,415 as compared to $247,850 for the three months ended September 30, 2024. The decrease in consulting fees of $187,435,
or 76% was due to a spending shift in the mineral processing plant licensing efforts. Consulting fees for the three months ended September
30, 2025 consisted principally of baseline data collection costs, whereas the cost in the prior period consisted principally of third-party
engineering and design costs.
27
Interest Income, Net
Interest income, net for the three months ended
September 30, 2025 was $44,080 as compared to $62,492 for the three months ended September 30, 2024. The decrease in interest income,
net of $18,412, or 29% was principally attributable to a decrease in interest earned due to lower cash balances during the three months
ended September 30, 2025 as compared to the three months ended September 30, 2024.
Other Income, Net
Other income, net for the three months ended September
30, 2025 was $5,120 as compared to a loss of $1,998 for the three months ended September 30, 2024. The $7,118 increase in income for the
three months ended September 30, 2025 was attributable to the gain on the disposal of equipment, as compared to a loss on disposal of
equipment incurred for the three months ended September 30, 2024.
Foreign Currency Translation Adjustment
Foreign currency translation adjustment for the
three months ended September 30, 2025 was a loss of $8,740 as compared to a gain of $14,018 for the three months ended September 30, 2024.
The shift to a loss for the three months ended September 30, 2025 was principally attributable to a strengthening of the USD versus CAD,
as compared to the prior period.
Nine Months Ended September 30, 2025 as Compared to the Nine
Months Ended September 30, 2024
Summary:
Our condensed consolidated net loss for the nine
months ended September 30, 2025 and 2024 was $5,728,741 and $7,343,580, respectively. The principal components of these period over period
changes are discussed below.
Our comprehensive loss for the nine months ended
September 30, 2025 and 2024 was $5,769,923 and $7,534,441, respectively.
Revenues
Our revenues for the nine months ended September
30, 2025 and 2024 was $400,122 and $147,035, respectively. The increase in revenues of $253,087, or 172% was primarily related to $297,285
of revenue from the sale of uranium bearing material during the nine months ended September 30, 2025 as compared to receiving only oil
and gas royalties during the nine months ended September 30, 2024.
Mining Expenditures
Mining expenditures for the nine months ended
September 30, 2025 were $3,666,975 as compared to $3,860,173 for the nine months ended September 30, 2024. The decrease in mining expenditures
of $193,198, or 5% was principally attributable to a decrease in mining, drilling, and explosive supplies, reduced Rimrock joint venture
costs and lower non-cash stock-based compensation expense. These decreases were principally offset by an increase in payroll and benefits
principally due to a reclassification from general and administrative expenses to mining expenses, an increase in depreciation expense
from additional equipment, facilities being placed in service during 2025, and an increase in reclamation costs due to the first quarter
2025 completion of the Van 4 reclamation.
Professional Fees
Professional fees for the nine months ended September
30, 2025 were $504,435 as compared to $484,926 for the nine months ended September 30, 2024. The increase in professional fees of $19,509
or 4% was principally attributable to increased audit and accounting costs in connection with the increase in the scale of the Company’s
business and mining operations. This was offset partially by a reduction in legal fees.
General and Administrative
General and administrative expenses for the nine
months ended September 30, 2025 were $1,796,763 as compared to $2,604,516 for the nine months ended September 30, 2024. The decrease in
general and administrative expense of $807,753, or 31%, is primarily due to a reduction in payroll and benefits expenses due to both a
decrease in staff size and the reclassification of payroll expenses from general and administrative expenses to mining expenses, and to
a decrease in non-cash stock-based compensation expense.
Consulting Fees
Consulting fees for the nine months ended September
30, 2025 were $251,199 as compared to $738,204 for the nine months ended September 30, 2024. The decrease in consulting fees of $487,005,
or 66%, was due to a spending shift in the mineral processing plant licensing efforts. The current period was comprised of lower baseline
data collection costs at the Mustang site, whereas the prior period was comprised predominantly of higher engineering costs at the Maverick
site.
Interest Income, Net
Interest income, net for the nine months ended
September 30, 2025 was $85,389 as compared to $199,202 for the nine months ended September 30, 2024. The decrease in interest income,
net of $113,813 or 57% was principally attributable to a decrease in interest earned due to lower cash balances during the nine months
ended September 30, 2025 as compared to the nine months ended September 30, 2024.
28
Other Income, Net
Other income, net for the nine months ended September
30, 2025 was $5,120 as compared to a loss of $1,998 for the nine months ended September 30, 2024. The $7,118 increase for the nine months
ended September 30, 2025 was attributable to a gain on the disposal of equipment, as compared to a loss on disposal of equipment incurred
for the nine months ended September 30, 2024.
Foreign Currency Translation Adjustment
Foreign currency translation adjustment for the
nine months ended September 30, 2025 was a loss of $41,182 as compared to a loss of $190,861 for the nine months ended September 30, 2024.
The lower foreign currency translation adjustment loss for the nine months ended September 30, 2025 was principally attributable to a
narrowing of the exchange rate exposure, as compared to the September 30, 2024 period.
Liquidity and Capital Resources
Our cash and cash equivalents and restricted cash
balances as of September 30, 2025 was $4,429,439. Our cash position is highly dependent on our ability to raise capital through the issuance
of debt and equity and our management of expenditures for mining and for the development of our mineral processing plant and for the fulfillment
of public company reporting responsibilities. Our management believes that in order to finance the development and mining operations of
our mining resource properties, to deploy Kinetic Separation units and operations and to secure regulatory licenses for and to construct
our uranium and vanadium mineral processing facilities, we will be required to raise additional capital by way of debt and/or equity.
This outlook is based on our current financial position and is subject to change if opportunities become available based on current exploration
program results and/or external opportunities.
Net Cash Used In Operating Activities
Net cash used in operating activities for the
nine months ended September 30, 2025 and 2024 was $4,782,893 and $5,762,812, respectively. The decrease of $979,919 in cash used in operating
activities was principally driven by a decrease in net loss of $1,614,839 offset by a decrease of $383,227 in stock-based compensation
and increased depreciation expense.
Net Cash Used In Investing Activities
Net cash used in investing activities for the
nine months ended September 30, 2025 and 2024 was $375,257 and $1,178,935, respectively. The decrease in cash used in investing activities
of $803,678 was principally due to reduced purchases of mining equipment and vehicles in the current period. We have shifted emphasis
from new acquisitions to refurbishing our previously acquired vehicles and equipment.
Net Cash Provided By Financing Activities
Net cash provided by financing activities for
the nine months ended September 30, 2025 and 2024 was $3,331,687 and $4,605,458, respectively. The cash provided by financing activities
of $3,331,687 during the nine months ended September 30, 2025 was due in its entirety to the proceeds from a private placement. The cash
provided by financing activities of $4,605,458 during the nine months ended September 30, 2024 was due in its entirety to warrant exercise
proceeds.
Asset Retirement Obligations
Our mines are subject to certain AROs, which we
have 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 our best
estimate of the present value of future reclamation costs in connection with the mineral properties.
We determined the gross ARO 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 obligation
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 nine months ended September 30, 2025, our 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 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%. The net discounted aggregated values as of September 30, 2025 and December 31, 2024 were $410,569 and $410,098, respectively.
The gross AROs as of September 30, 2025 and December 31, 2024 are secured by financial warranties in the amount of $1,187,553 and $812,993,
respectively.
Oil and Gas Lease and Easement
We entered into an oil and gas lease that became
effective with respect to minerals and mineral rights owned by us on approximately 160 surface acres of our property in Colorado. As consideration
for entering into the lease, the lessee has agreed to pay us a royalty from the lessee’s revenue attributed to oil and gas produced,
saved, and sold attributable to the net mineral interest. We have also received cash payments from the lessee related to the easement
that we are recognizing incrementally over the eight year term of the easement.
29
On June 23, 2020, the same entity as discussed
above elected to extend the oil and gas lease easement for three additional years, commencing on the date the lease would have previously
expired. During 2021, the operator completed 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.
Under the oil and gas lease and easement arrangements,
during the three months ended September 30, 2025 and 2024, we recognized aggregate revenue of $31,107 and $52,981, respectively, and for
the nine months ended September 30, 2025 and 2024, we recognized aggregate revenue of $102,837 and $147,035, respectively, under these
oil and gas lease arrangements
Related Party Transactions
We have 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. We assumed this contingent payment obligation in connection with the acquisition of Black Range.
At the date of the acquisition of Black Range, this contingent obligation was determined to be probable. Since the deferred contingent
consideration obligation is probable and the amount is estimable, we recorded the deferred contingent consideration as an assumed liability
in the amount of $330,988 and $309,138 as of September 30, 2025 and December 31, 2024, respectively.
We have 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. In connection with these arrangements, we incurred
rent expense of $26,325 and $26,325 for the three months ended September 30, 2025 and 2024, respectively, and $79,921 and $76,175 for
the nine months ended September 30, 2025 and 2024, respectively.
We are 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,
we purchased approximately $9,000 of mining related equipment from Silver Hawk Ltd.
In connection with the Company’s June 13,
2025 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.
Going Concern
With the exception of the quarter ended June 30,
2022, we had incurred losses from our operations and as of September 30, 2025, had an accumulated deficit of $34,658,635 and working capital
of $3,136,193.
Since inception, we have met our liquidity requirements
principally through the issuance of notes, the sale of our 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, we 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. During November 2024, we 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,
we received $4,605,458 (CAD $6,238,248) in proceeds from the exercise of common share warrants to purchase 5,198,540 common shares.
Our ability to continue our operations and to
pay our obligations when they become due is contingent upon us obtaining additional financing. Management’s plans include seeking
to procure additional funds through debt and equity financings, to secure regulatory approval licenses to fully utilize Kinetic Separation
and to permit and construct the Mustang Minerals Processing Plant for the processing of uranium and vanadium to generate operating cash
flows. We will also require capital to fund the ongoing in-house mining operations at the Sunday Mine Complex and other portfolio projects.
There are no assurances that we will be able to
raise capital on terms acceptable to us or at all, or that cash flows generated from our operations will be sufficient to meet our current
operating costs and required debt service. If we are unable to obtain sufficient amounts of additional capital, we may be required to
reduce the scope of our planned product development, which could harm our financial condition and operating results, or we may not be
able to continue to fund our ongoing operations. These conditions raise substantial doubt about our ability to continue as a going concern
to sustain operations for at least one year from the issuance of the accompanying financial statements. The accompanying consolidated
financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Off Balance Sheet Arrangements
As of September 30, 2025, there were no off-balance
sheet transactions. We have not entered into any specialized financial agreements to minimize our investment risk, currency risk or commodity
risk.
30
Critical Accounting Estimates and Policies
The preparation of these condensed interim consolidated
financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets
and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of expenses during the reporting
period.
Significant assumptions about the future and other
sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment
to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, include, but are not
limited to, the following: fair value of transactions involving common shares, assessment of the useful life and evaluation for impairment
of intangible assets, valuation and impairment assessments on mineral properties, deferred contingent consideration, the reclamation liability,
valuation of stock-based compensation and valuation of long-term debt, HST and asset retirement obligations. Other areas requiring estimates
include allocations of expenditures, depletion and amortization of mineral rights and properties.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
Not applicable.
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.