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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-04-15 · 916 added, 842 removed, 1028 unchanged (63% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

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

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

Based on their evaluation of our

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

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

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

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

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

Management’s Annual Report on Internal Control Over Financial

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

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

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

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

accounting principles generally accepted in the United States of America.

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

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

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

Based on this assessment, management, under the supervision and

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

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

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

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

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

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

concluded that our disclosure controls and procedures were not effective as of December 31, 2025, to ensure that information required

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

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

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

Management’s Annual Report on Internal

Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed under

the supervision and with the participation of our management, including our chief executive officer and chief financial officer, to provide

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

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

Based on this evaluation, our chief executive

officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures

were not effective, due to our identified material weaknesses in internal control over financial reporting.

As of December 31, 2025, our management assessed

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

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

Based on this assessment, management, under the

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

2025, our internal control over financial reporting was not effective based on those criteria.

Based upon its assessment, as of December 31,

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

related to disclosure controls and procedures:

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

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

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

2025, management has identified the following material weaknesses in its internal control over financial reporting, inclusive of the

control weakness related to disclosure controls and procedures:

The lack of sufficient

dedicated accounting personnel, resulting in delays around the timely collection of inputs and the preparation and review of financial

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

The lack of formal documentation

of the design of the control environment and the related control processes and procedures.

Remediation Efforts to Address Material Weaknesses

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

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

These remediation efforts are ongoing

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

● We have engaged additional accounting resources from our consultants.

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

reconciliations.

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

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

● We have implemented additional procedures in connection with our monthly

accounting closing process.

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

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

We have identified and implemented, and continue to implement,

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

These remediation efforts

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

We have engaged additional

accounting resources from our consultants.

These additional resources have enabled us to improve the timeliness and initial recording

of inputs as well as for the preparation of account reconciliations.

We have engaged a new member

of the management team into our cash disbursement function, thus providing an improvement in segregating duties for incompatible

We have implemented additional

procedures in connection with our monthly accounting closing process.

While we believe the steps taken to

date will improve the effectiveness of our internal control over financial reporting, we have not yet completed all of our planned remediation

Attestation Report

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of the Sarbanes-Oxley Act of 2002.

Changes in Internal Control over Financial Reporting

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

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

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

control over financial reporting.

Changes in Internal Control over Financial

There have been no changes in our internal control

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

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

affect, our internal control over financial reporting.

OTHER INFORMATION.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

The following table sets forth information regarding the members of

our board of directors (the “Board”) and our executive officers.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information regarding

the members of our board of directors (the “Board”) and our executive officers.

George Glasier

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Michael Rutter

Chief Operating Officer (effective January 30, 2024)

Chief Operating Officer

Director, Chairman

1 unchanged sentence

Michael Skutezky

Director (effective June 27, 2024)

Executive Officers

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on the CSE and OTCQX.

Klein was formerly the Chief Operating Officer of Cross River Group and began his association with Western on

an Operating Partner basis after the formation of Western’s predecessor company, Pinon Ridge Mining, LLC.

Klein was formerly the Chief Operating Officer of Cross River Group and began his association with Western

on an Operating Partner basis after the formation of Western’s predecessor company, Pinon Ridge Mining, LLC.

Previously, Mr.

Managing Director at Analytical Research, an alternative investments research firm.

He has a broad financial background derived from senior

operating and investment roles with asset managers and through Exeter Analytics, a consulting firm he founded.

Klein was formerly

the CFO of Five Points Capital, a hedge fund spin-out from Soros Fund Management.

After having begun his career in public accounting,

was a Managing Director at Analytical Research, an alternative investments research firm.

He has a broad financial background derived

from senior operating and investment roles with asset managers and through Exeter Analytics, a consulting firm he founded.

was formerly the CFO of Five Points Capital, a hedge fund spin-out from Soros Fund Management.

After having begun his career in public

accounting, Mr.

Klein worked for Lehman Brothers, an investment bank, and William E.

Simon & Sons, a merchant bank and private investment firm.

Simon & Sons, a merchant bank and private investment

Rob earned the Chartered Financial Analyst designation, received an M.B.A.

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all operations teams report to Mr.

Rutter hires staff, procures equipment and

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

Beginning in 2016 and until he was appointed

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

role as Vice President of Operations, Mr.

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

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

Mine Complex, and certain reclamation projects.

Rutter hires staff, procures equipment

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

Beginning in 2016 and until

he was appointed COO, Mr.

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

In his role as Vice President of Operations, Mr.

Rutter was in charge of overseeing resource properties and the advancement of

Kinetic Separation.

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

efforts at the Sunday Mine Complex, and certain reclamation projects.

During the prior period from 2014 to 2016, Mr.

Rutter provided services to Western as

a consultant on a part-time basis.

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

2014 through 2022, where Mr.

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

Salinity Control Program and working for Energy Fuels Inc.

from 2007 through 2014 as Maintenance and Operations Superintendent in uranium

production in Utah, Colorado and Arizona.

Rutter provided

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

Rutter’s experience also included working for Veolia Nuclear Solutions

Federal Services during 2014 through 2022, where Mr.

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

the Colorado River Basin Salinity Control Program and working for Energy Fuels Inc.

from 2007 through 2014 as Maintenance and Operations

Superintendent in uranium production in Utah, Colorado and Arizona.

Non-Employee Directors

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

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

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

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

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

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

Wilder is also currently a Board Member

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

In 2011, prior to launching

Cross River Infrastructure Partners, Mr.

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

business development services to alternative asset managers and institutions.

Wilder co-founded and served as Chief Operating

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

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

Wilder received the Chartered Accountant

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

Andrew Wilder serves as a

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

as a member of the Governance, Nominating & Compensation Committee.

He is the Founder and the Chief Executive Officer of Cross River

Infrastructure Partners, a platform designed to accelerate global sustainability through the development and construction of infrastructure

projects deploying transformative industrial technologies.

Areas of focus include capturing and sequestering carbon emissions, generating

green hydrogen and ammonia, generating clean power with advanced small modular nuclear reactors, and up cycling bio-waste into renewable

Wilder is also currently a Board Member for Bedford 2030, a community-based climate action non-profit organization for

the Township of Bedford, New York.

In 2011, prior to launching Cross River Infrastructure Partners, Mr.

Wilder founded and managed the

Cross River Group, an advisory business providing capital and business development services to alternative asset managers and institutions.

Wilder co-founded and served as Chief Operating and Chief Financial Officer for North Sound Capital LLC, an equity hedge

fund manager with $3 billion peak assets under management.

Wilder’s prior career included serving as a Manager in the audit

group of Deloitte.

Wilder received the Chartered Accountant (Canada) designation, holds the CFA designation, and received an MBA

from the University of Toronto and a BA from the University of Western Ontario.

Our board of directors believe that Mr.

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

qualifies him to serve on our board of directors.

Bryan Murphy has

served as a Director of Western Uranium & Vanadium Corp.

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

Nominating & Compensation Committee.

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

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

renewable energy innovation and industrial design company.

extensive experience in financial management and in the energy industry qualifies him to serve on our board of directors.

Bryan Murphy has served as a Director

of Western Uranium & Vanadium Corp.

since 2018 and serves on both the Audit Committee and the Governance, Nominating & Compensation

He is the founder of Magellan Limited, an advisory firm focusing on providing strategic, M&A, and financial advisory services

and currently serves as CFO and Head of Finance for Biome Renewables Inc., an early stage renewable energy innovation and industrial

design company.

Formerly, Mr.

Murphy was Co-Founder and Managing Partner of Quest

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

these capacities, Mr.

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

across North America, Europe, and the Middle East.

In the prior dozen years, Mr.

Murphy held senior management roles at Canadian

Tire Corporation overseeing divisions and business lines.

Additionally, Mr.

Murphy was formerly a board member of Covenant House

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

Bryan has an Honours Bachelor of Arts in Business Administration

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

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

Murphy was Co-Founder and Managing Partner of Quest Partners, a boutique investment bank that focuses on

the provision of M&A, corporate finance, and business strategy services.

In these capacities, Mr.

Murphy has developed extensive

international experience and relationships advising high-growth businesses across North America, Europe, and the Middle East.

prior dozen years, Mr.

Murphy held senior management roles at Canadian Tire Corporation overseeing divisions and business lines.

Additionally,

Murphy was formerly a board member of Covenant House Toronto, one of Canada’s largest homeless youth agencies.

Honours Bachelor of Arts in Business Administration majoring in Finance and an MBA with Distinction from the University of Western Ontario

Richard Ivey School of Business.

Bryan earned the ICD.D designation from the Rotman School of Management at the University of Toronto

and the Institute of Corporate Directors.

Our board of directors believe that Mr.

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

qualifies him to serve on our board of directors.

Murphy’s extensive experience in strategic and

other advisory and executive leadership qualifies him to serve on our board of directors.

Michael Skutezky was elected to

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

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

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

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

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

Currently, Mr.

3 unchanged sentences

Since 2019, Mr.

Skutezky has served

as Secretary and Senior Legal Counsel for Voyager Metals Inc.

served as Secretary and Senior Legal Counsel for Voyager Metals Inc.

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

since April 2014,

2014, where he previously held the role of Corporate Secretary until stepping down in October 2021.

However, he continues to serve as a Director.

However, he continues to serve as

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

1 unchanged sentence

Skutezky holds a B.A.

in Business from Bishop’s

University and an LL.B.

from Bishop’s University and an LL.B.

from Dalhousie Law School.

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

member of the Law Society of Ontario.

He is a member of the Canadian and International Bar Associations

and a non-practicing member of the Law Society of Ontario.

Our board of directors believe that Mr.

Skutezky’s extensive legal, financial and uranium

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

Involvement of Officers and Directors in

Certain Legal Proceedings

During the past ten years,

none of the persons serving as our executive officers and/or directors have been the subject of any of the following legal proceedings

that are required to be disclosed pursuant to Item 401(f) of Regulation S-K, including:

(a) any bankruptcy petition filed by or against

any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years

prior to that time;

(b) any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic

violations and other minor offenses);

otherwise limiting his involvement in any type of business, securities or banking activities;

(d) any finding by a court, the SEC or the

CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance

companies, or any law or regulation prohibiting mail or wire fraud in connection with any business entity;

or (e) any sanction or order

of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or other organization that

has disciplinary authority over its members or persons associated with a member.

Further, no such legal proceedings are believed to be

contemplated by governmental authorities against any director or executive officer.

Skutezky’s extensive legal,

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

Involvement of Officers and Directors in Certain Legal Proceedings

During the past ten years, none of the persons

serving as our executive officers and/or directors have been the subject of any of the following legal proceedings that are required

to be disclosed pursuant to Item 401(f) of Regulation S-K, including:

(a) any bankruptcy petition filed by or against any business of

which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) any criminal convictions or any criminal proceedings in which the person is a named subject (excluding traffic violations and other

minor offenses);

involvement in any type of business, securities or banking activities;

(d) any finding by a court, the SEC or the CFTC to have violated

a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or

any law or regulation prohibiting mail or wire fraud in connection with any business entity;

or (e) any sanction or order of any self-regulatory

organization, any registered entity, or any equivalent exchange, association, entity or other organization that has disciplinary authority

over its members or persons associated with a member.

Further, no such legal proceedings are believed to be contemplated by governmental

authorities against any director or executive officer.

Family Relationships

There are no family relationships

among our directors and executive officers.

There are no family relationships among our directors

and executive officers.

Code of Ethics

We have adopted a code

of ethics that applies to our officers, directors, employees and consultants.

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

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

Insider Trading Policy

and Procedures

We have adopted a Disclosure,

Confidentiality and Insider Trading Policy that includes insider trading policies and procedures that we believe are reasonably designed

to promote compliance with applicable insider trading laws, rules and regulations and the CSE’s continued listing standards.

We have adopted a code of ethics that applies

to our officers, directors, employees and consultants.

A copy of the code of ethics will be sent, free of charge, to any person who sends

a written request for a copy to Western Uranium & Vanadium Corp., 5 Church Street, Toronto, Ontario, Canada M5E 1M2.

Insider Trading Policy and Procedures

We have adopted a Disclosure, Confidentiality

and Insider Trading Policy that includes insider trading policies and procedures that we believe are reasonably designed to promote compliance

with applicable insider trading laws, rules and regulations and the CSE’s continued listing standards.

Audit Committee

Western has established a separately designated audit committee of

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

Our audit committee is responsible for oversight of audits,

corporate governance, board nominations, and executive compensation.

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

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

Western has established a separately designated

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

Our audit committee is responsible for oversight

of audits, corporate governance, board nominations, and executive compensation.

The Board has determined that one of its members, Andrew

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

We have also determined that Mr.

1 unchanged sentence

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

Governance, Nominating

& Compensation Committee

Western has established a separately designated Governance, Nominating

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

Andrew Wilder, and Bryan Murphy.

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

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

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

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

Governance, Nominating & Compensation

Western has established a separately designated

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

Compensation Committee), Andrew Wilder, and Bryan Murphy.

Our Governance, Nominating & Compensation Committee is responsible to assist

the Board in fulfilling its oversight responsibilities relating to establishing corporate governance policies, evaluating the effectiveness

and independence of the directors of the Company planning Board composition, overseeing director education, and developing a management

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

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation earned

by our named executive officers:

Principal Position

George Glasier (1)

The following table sets forth information regarding

compensation earned by our named executive officers:

Name and Principal Position

President and Chief Executive Officer

Robert Klein (2)

Chief Financial Officer

Michael Rutter (3)

Chief Operating Officer

On November 24, 2024, Mr.

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

This option will vest in three installments:

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

On December 20, 2023, Mr.

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

Glasier was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per

share which expires five years from each of the respective vesting dates.

This option will vest in three installments:

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

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

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

For each of the years December 31, 2025 and 2024,

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

On November 24, 2024, Mr.

Klein was granted a non-qualified option

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

respective vesting dates.

Klein was granted a non-qualified option to purchase 200,000 of our common shares at an exercise price of $0.94 (CAD $1.32) per share

which expires five years from each of the respective vesting dates.

This option will vest in three installments:

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

on January 31, 2026.

On December 20, 2023, Mr.

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

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

This option will vest

in three installments:

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

For each of the years

ended December 31, 2024 and 2023, Mr.

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

which was initiated in 2023.

Rutter became an executive officer on January 30, 2024.

one-third on January

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

For each of the years ended December 31, 2025 and 2024, Mr.

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

Rutter became an executive

officer on January 30, 2024.

On November 24, 2024, Mr.

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

This option will vest in three installments:

Rutter was granted a non-qualified option to purchase 175,000 of our common

shares at an exercise price of $0.94 (CAD $1.32) per share which expires five years from each of the respective vesting dates.

option will vest in three installments:

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

20 unchanged sentences

his annual base salary.

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

with Robert Klein, its Chief Financial Officer.

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

September 30, 2021.

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

notice of their intention not to renew.

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

to review by the board of directors at least annually.

On November 12, 2020, the Company entered into

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

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

an initial term that ends on September 30, 2021.

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

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

The agreement provides for a base salary of $150,000 per year,

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

Under the agreement, Mr.

Klein is eligible to receive bonuses after the end of

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

by the Company.

Klein is eligible to receive

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

of a strategic transaction by the Company.

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

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

The agreement

provides that Mr.

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

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

Klein’s base salary from $150,000

The agreement provides that Mr.

Klein is eligible to participate generally in any employee benefit plan of the Company or

its affiliates and to receive annual stock option grants under the Company’s incentive stock option plan in amounts to be determined

and approved by the Board.

Outstanding Equity Awards Table

The following table sets forth unexercised options, unvested stock

and equity incentive plan awards outstanding for our named executive officers as of December 31, 2024.

The following table sets forth unexercised options,

unvested stock and equity incentive plan awards outstanding for our named executive officers as of December 31, 2025.

Outstanding Option Awards at December 31,

8 unchanged sentences

Michael Rutter

Outstanding Stock Awards at Fiscal Year-End for 2024

Outstanding Stock Awards at Fiscal Year-End

Director Compensation

The following table sets forth a summary of the

compensation for the fiscal year ended December 31, 2024 earned by each director who is not a named executive officer and who served on

the Board during the year.

compensation for the fiscal year ended December 31, 2025 earned by each director who is not a named executive officer and who served

on the Board during the year.

Andrew Wilder (1)

1 unchanged sentence

Michael Skutezky (3)

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

During the year ended December

31, 2025, the Company incurred $42,941 in director fees for Mr.

Wilder’s services as a Director.

On November 25, 2024, Mr.

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

This option will vest in three installments:

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

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

in director fees for Mr.

During the year ended December

31, 2025, the Company incurred $68,705 in director fees for Mr.

Murphy’s services as a Director.

On November 25, 2024, Mr.

Murphy was granted a non-qualified option to

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

vesting dates.

This option will vest in three installments:

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

January 31, 2026.

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

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

year ended December 31, 2025, the Company incurred $42,941 in director fees for Mr.

Skutezky’s services as a Director.

On July 14, 2024, Mr.

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

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

These options will vest in two installments:

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

On November 25, 2024, Mr.

Skutezky was granted a non-qualified option to purchase

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

vesting dates.

This option will vest in three installments:

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

January 31, 2026.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial

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

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

of our directors and executive officers;

of our directors and executive officers as a group.

The amounts and percentages of common shares beneficially

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

The information

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

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

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

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

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

A person is also deemed to be a beneficial owner

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

Securities that can be so acquired

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

other person’s percentage.

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

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

The following table sets forth information with

respect to the beneficial ownership of our class of common shares as of April 14, 2026 by:

each person, or group of

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

each of our directors and

executive officers;

all of our directors and

executive officers as a group.

The amounts and percentages of common shares

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

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

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

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

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

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

A person is also deemed to be

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

that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for

purposes of computing any other person’s percentage.

Under these rules, more than one person may be deemed a beneficial owner of

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

Except as otherwise set forth in the footnotes

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Canada M5E 1M2.

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

investment power with respect to the indicated common shares.

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

and investment power with respect to the indicated common shares.

Title of Class

Name of Beneficial Owner

Percent of class (1)

5% or Greater Shareholders:

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George Glasier, CEO

Common shares

ALPS Advisors, Inc.

6,362,829 (2)

Common shares

MMCAP International Inc.

Common shares

Global X Management Company LLC

6,044,567 (3)

Directors and Named Executive Officers:

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George Glasier, CEO

6,362,829 (2)

Common shares

Robert Klein, CFO

1,062,508 (4)

Common shares

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Andrew Wilder

1,027,784 (6)

Common shares

1,135,338 (7)

Common shares

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

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

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

upon the exercise of stock options held by Mr.

Based on 71,853,888 common shares outstanding on April 14, 2026 and,

with respect to each individual holder, rights to acquire our common shares exercisable within 60 days of April 14, 2026.

Consists of 5,028,516 common

shares, 1,016,666 common shares issuable upon the exercise of stock options held by Mr.

Glasier, and 117,647 common shares issuable

upon the exercise of warrants held by Mr.

Also includes 200,000 common shares issuable upon the exercise of stock options

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Glasier disclaims.

Consists of 6,871,000

common shares.

The address for ALPS Advisors, Inc.

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

Consists of 2,702,666

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

The address for MMCAP International Inc.

SPC is 161 Bay Street, TD

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

Consists of 3,268,064 common shares.

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

43rd Floor, New York, NY 10158

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

Consists of 2,516,366 common

shares and 3,528,201 common shares issuable upon the exercise of warrants beneficially owned by MMCAP International Inc.

address for MMCAP International Inc.

SPC is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario, M5J 2S1, Canada.

Consists of 45,842 common

shares and 1,016,666 common shares issuable upon the exercise of stock options held by Mr.

Consists of 13,321 common

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

Consists of 11,118 common

shares and 1,016,666 common shares issuable upon the exercise of stock options held by Mr.

Consists of 56,172 common

shares owned directly, 62,500 common shares beneficially owned indirectly through Magellan Limited, and 1,016,666 common shares issuable

upon the exercise of stock options held by Mr.

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

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

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

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

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

Consists of 10,000 common

shares beneficially owned indirectly through Rhodes Capital Corporation, 20,000 common shares owned directly by Mr.

Skutezky, 6,787

common shares issuable upon the exercise of warrants beneficially owned indirectly through Rhodes Capital Corporation,

and 366,666 common shares issuable upon the exercise of stock options held by Mr.

Equity Compensation Plan Information

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

On October 1, 2021, the

Company further amended the Plan.

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

On October 1, 2021,

the Company further amended the Plan.

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

an amendment to the Plan.

The purpose of the Plan is to attract, retain

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The Board is authorized, subject to the provisions of the Plan,

to adopt such rules and regulations as it deems consistent with the Plan’s provisions and, in its sole discretion, to designate options

to purchase shares of the Company pursuant to the Plan.

The Board may delegate to a committee the authority to exercise any or all power

and authority of the Board under the Plan, including the authority with respect to option grants and/or exercises, all to the extent stipulated

by the Board when so delegated.

The Board may authorize one or more individuals of the Company to execute, deliver and receive documents

on behalf of the Board.

to adopt such rules and regulations as it deems consistent with the Plan’s provisions and, in its sole discretion, to designate

options to purchase shares of the Company pursuant to the Plan.

The Board may delegate to a committee the authority to exercise any or

all power and authority of the Board under the Plan, including the authority with respect to option grants and/or exercises, all to the

extent stipulated by the Board when so delegated.

The Board may authorize one or more individuals of the Company to execute, deliver

and receive documents on behalf of the Board.

At December 31, 2025, a total of 5,348,332 stock

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31, 2025, there remain 1,837,056 stock options available to be issued under the Plan.

The Plan provides that if an optionee’s employment

is terminated for any reason, or if the service of a director, senior executive or consultant of the Company who is an optionee is terminated,

any vested stock option of such optionee may be exercised during a period of ninety (90) days following the date of termination of such

employment or service, as the case may be.

In the case of an optionee’s death, any vested stock option of such optionee at the time of

death may be exercised by his or her personal representative, heirs or legatees or their liquidator during a period of one year following

such optionee’s death.

The Plan provides that if an optionee’s

employment is terminated for any reason, or if the service of a director, senior executive or consultant of the Company who is an optionee

is terminated, any vested stock option of such optionee may be exercised during a period of ninety (90) days following the date of termination

of such employment or service, as the case may be.

In the case of an optionee’s death, any vested stock option of such optionee

at the time of death may be exercised by his or her personal representative, heirs or legatees or their liquidator during a period of

one year following such optionee’s death.

The total number of common shares issuable to

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option exercise price.

The terms of any existing option may not be altered, suspended or discontinued without the consent in writing of

the Optionee.

The terms of any existing option may not be altered, suspended or discontinued without the consent in writing

of the Optionee.

Equity Compensation Plan Information

5 unchanged sentences

Equity compensation plans not approved by shareholders

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The Company has transacted with related parties

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

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.

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

venture with Ablation Technologies, LLC to Black Range.

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

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

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 $333,349 (AUD $500,000) to Seller within 60 days of the first commercial application

of the Kinetic Separation technology.

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liability in the amount of $333,349 and $309,138 as of December 31, 2025 and 2024, respectively.

George Glasier, the President, CEO and a director of Western, and his

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

so the transaction was considered a related party transaction.

The Company’s Board of Directors established an independent committee

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

the negotiation and approved the entering into the agreement on behalf of the Company.

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.

The independent

committee supervised the negotiation of and approved Western’s entry into the PRC agreement.

Of the total cash paid to the sellers,

$414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew Wilder.

The Company has multiple lease arrangements with

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

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.

The Company incurred rent expense of $106,500

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

The Company is obligated to pay Mr.

reimbursable expenses in the amount of $83,554 and $84,040, included within accounts payable and accrued liabilities, as of December 31,

2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023,

the Company purchased equipment from Silver Hawk Ltd.

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

In connection with these arrangements, we incurred

rent expense of $108,546 and $106,500 for the years ended December 31, 2025 and 2024, respectively.

We are obligated to pay Mr.

Glasier for reimbursable

expenses in the amount of $74,063 and $83,554, included within accounts payable and accrued liabilities, as of December 31, 2025 and

2024, respectively.

During the yeas ended December 31, 2024, we purchased

equipment from Silver Hawk Ltd.

for $9,000, respectively.

There were no purchases from Silver Hawk Ltd.

during the year ended December

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.

In December 2025, Mr.

Glasier acquired an aggregate

of 100,000 common shares of the Company at a price of $0.35 (CAD $0.48 as of December 31, 2025).

Director Independence

6 unchanged sentences

could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Company’s Board currently consists of

three directors.

The Company’s Board currently consists

of three directors.

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

set forth in National Instrument 52-110 Audit Committees .

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

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

national securities exchange or inter-dealer quotation system which has

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

Because the Company’s common shares are not currently listed

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

SEC rules require a separate determination of

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

national securities exchange or inter-dealer quotation

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

Because the Company’s common shares are

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

director independence.

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

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

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

to audit committee composition.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees

billed by MNP LLP (“MNP”), our independent registered accounting firm for the fiscal years ended December 31, 2024 and December

The following table sets forth the aggregate

fees billed by MNP LLP (“MNP”), our independent registered accounting firm for the fiscal years ended December 31, 2025 and

These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees.

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All other fees:

There were no fees billed by MNP

for professional services rendered for other compliance purposes for the years ended December 31, 2024 and 2023.

There were no fees billed by

MNP for professional services rendered for other compliance purposes for the years ended December 31, 2025 and 2024.

The Company’s Board of Directors has established

9 unchanged sentences

statements are being filed as part of this Annual Report.

Financial Statements of Western Uranium & Vanadium Corp.

and Subsidiaries

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

Consolidated Balance Sheets

as of December 31, 2024 and 2023

Consolidated Statements of

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

Consolidated Statements of

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

Consolidated Statements of

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

Notes to Consolidated Financial

Consolidated Financial Statements of Western Uranium & Vanadium Corp.

and Subsidiaries Page No.

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

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-2

Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024 F-3

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024 F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-5

Notes to Consolidated Financial Statements F-6

(b) The following exhibits

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List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish a copy of the omitted schedules and exhibits to the SEC upon request.

Schedules and exhibits

omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish a copy of the omitted schedules and exhibits

to the SEC upon request.

Filed herewith

Previously filed as an exhibit to the Company’s Form 10 filed on April 29, 2016

Previously filed as an exhibit with Amendment No.

Previously filed as an

exhibit to the Company’s Form 10 filed on April 29, 2016

Previously filed as an

exhibit with Amendment No.

2 to the Company’s Form 10 filed on July 22, 2016

Previously filed as an exhibit with Amendment No.

Previously filed as an

exhibit with Amendment No.

1 to the Company’s Form 10 filed on June 22, 2016

Previously filed as an exhibit to the Company’s Form 10-Q filed on May 15, 2017

Previously filed as an exhibit to the Company’s Form 10-K filed on April 2, 2018

Previously filed as an exhibit to the Company’s Form 10-Q filed on August 14, 2019

Previously filed as an exhibit to the Company’s Form 10-Q filed on November 16, 2020

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

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

Previously filed as an exhibit to the Company’s

Form 10-Q filed on May 15, 2017

Previously filed as an exhibit to the Company’s

Form 10-K filed on April 2, 2018

Previously filed as an exhibit to the Company’s

Form 10-Q filed on August 14, 2019

Previously filed as an exhibit to the Company’s

Form 10-Q filed on November 16, 2020

Previously filed as an exhibit to the Company’s

Form 10-K filed on April 15, 2022

Previously filed as an exhibit to the Company’s

Proxy filed on May 31, 2023

Previously filed as an exhibit to the Company’s

Form 10-K filed on April 15, 2025

FORM 10-K SUMMARY

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

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

Pursuant to the requirements of Section 13 or

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

thereunto duly authorized.

WESTERN URANIUM & VANADIUM CORP.

April 15, 2026

George Glasier

5 unchanged sentences

on the dates indicated.

April 15, 2026

George Glasier

Chief Executive Officer, President and Director

(Principal Executive Officer)

Chief Executive Officer, President and Director (Principal

Executive Officer)

April 15, 2026

Chief Financial Officer (Principal Financial and Accounting Officer)

Chief Financial Officer (Principal Financial and Accounting

April 15, 2026

3 unchanged sentences

Michael Skutezky

Western Uranium & Vanadium Corp.

and Subsidiaries

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3

Consolidated Statements of Operations and Other Comprehensive Loss for the Years Ended December 31, 2024 and 2023 F-4

Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023 F-5

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

Notes to Consolidated Financial Statements F-7

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Western Uranium & Vanadium Corp.

and subsidiaries (the Company) as of December 31, 2024 and 2023, and the related

consolidated statements of operations and other comprehensive loss, changes in shareholders’ equity, and cash flows for each of

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

In our opinion, the consolidated financial statements

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

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

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

We have audited the accompanying consolidated balance sheets of Western

Uranium & Vanadium Corp.

and subsidiaries (the “Company") as of December 31, 2025 and 2024, and the related consolidated

statements of operations and other comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in

the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its

consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2025, in conformity

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

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements

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

As discussed in Note 2 to the consolidated financial statements,

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

financing in order to fund its operations.

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

going concern.

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

The consolidated financial statements

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

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company

has incurred losses from operations and is dependent upon future sources of equity or debt financing in order to fund its operations,

which raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also

described in Note 2.

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

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

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

statements based on our audits.

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

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

federal securities laws and

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

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we

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

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

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

internal control over financial reporting.

These consolidated financial statements are the responsibility of the

Company’s management.

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

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

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

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

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

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

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

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

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

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

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

that respond to those risks.

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

consolidated financial statements.

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

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

We believe that our audits provide

a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

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

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Chartered Professional Accountants

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Prepaid expenses

Marketable securities

Other current assets

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Total liabilities and shareholders’ equity

The accompanying notes are an integral part of

these consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER

COMPREHENSIVE LOSS

(Stated in USD)

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Interest income, net

Other expense, net

Other income (expense), net

( 7,175,923 )

( 10,112,037 )

Other comprehensive (loss) income

Other comprehensive loss

Foreign currency translation adjustment

4 unchanged sentences

Weighted average shares outstanding - basic and diluted

The accompanying notes are an integral part of

these consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’

(Stated in USD)

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Treasury Shares

Comprehensive

Accumulated Other Comprehensive

Balance as of January 1, 2024

$ ( 18,817,857 )

$ ( 261,132 )

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

Private placement - November 2024, net of offering costs

Proceeds from the exercise of warrants

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$ ( 28,929,894 )

Private placement - November 2024, net of offering costs

Proceeds from the exercise of warrants

$ ( 233,871 )

Private placement - June 2025, net of offering costs

Private placement - October 2025, net of offering costs

Cashless exercise of stock options

Stock based compensation - stock options

Stock-based compensation expense

Foreign currency translation adjustment

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$ ( 269,130 )

The accompanying notes are an integral part of

these consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

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(Stated in USD)

For the Years Ended December 31,

For the Years Ended

Cash Flows Used In Operating Activities:

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Reconciliation of net loss to cash used in operating activities:

Loss on the sale of equipment

(Gain) loss on the sale of equipment

Accretion of asset retirement obligations

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Asset retirement obligations

Deferred revenue

Contingent consideration

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( 3,395,888 )

( 2,404,440 )

Proceeds from sale of equipment

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( 3,391,888 )

( 2,404,440 )

Cash Flows Provided By Financing Activities

Proceeds from private placements, net

Proceeds from private placement, net

Proceeds from warrant exercises

Cash received from note receivable

Net cash provided by financing activities

Effect of foreign exchange rate on cash

Net decrease in cash and cash equivalents and restricted cash

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

( 3,673,405 )

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Cash paid during the period for:

Noncash transactions:

Notes received in exchange for equipment sold

The accompanying notes are an integral part of

these consolidated financial statements.

WESTERN URANIUM & VANADIUM CORP.

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

On the subsequent measurement date June 30, 2024, Western

reconfirmed its qualification as a foreign private issuer.

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.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

2 – Liquidity and going concern

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

During November

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

The aggregate gross proceeds

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

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

to purchase 5,198,540 common shares.

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

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

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 ) and proceeds net of issuance costs were $ 3,806,270 (CAD

$ 5,344,010 ).

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

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.

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

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

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

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

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

2 – Liquidity and going concern, CONTINUED

$ 5,468,636 ) and proceeds net of issuance costs were $ 3,546,870 (CAD $ 4,975,966 ).

During the 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

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

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

and Mustang Mineral Processing Inc (“Mustang”).

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

and Mustang Mineral Processing Inc.

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

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materials for certain uranium projects.

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

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

study for any of its uranium projects.

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.

Segment Information

In accordance with Financial Accounting Standards

In accordance with the Financial Accounting Standards

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

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The Company’s CODM regularly reviews the

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

The measure of segment assets

is reported on the balance sheet as total consolidated assets.

segment net income (loss) that also is reported on the statement of operations and other comprehensive loss as net income (loss).

measure of segment assets is reported on the balance sheet as total consolidated assets.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, CONTINUED

Exploration Stage and Mineral Properties

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

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

– SUMMARY OF Significant Accounting Policies, CONTINUED

Exploration Stage and Mineral Properties, continued

Production stage issuers, as defined in subpart

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Actual results could differ from those estimates.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, CONTINUED

Foreign Currency Translation

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31, 2025 and 2024.

Marketable Securities

The Company classifies its marketable securities

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

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

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

During the year ended

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

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

– SUMMARY OF Significant Accounting Policies, CONTINUED

Restricted Cash

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

consolidated balance sheets as current.

consolidated balance sheets as current (see Note 4).

Property, Plant & Equipment and Mineral Properties, Net

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with the prepayment.

Royalty receipts are recognized as revenues based upon production.

Royalty receipts are recognized as revenues based upon production (see Note 4).

Fair Values of Financial Instruments

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of these instruments.

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

level 1 inputs.

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

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

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

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

The carrying amount of restricted cash

– net of current portion, approximates fair value as the accounts earn interest at market rates.

The Company is exposed to credit risk through

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

The FASB ASC 820, Fair Value Measurements and

Disclosures , provides the framework for measuring fair value.

That framework provides a fair value hierarchy that prioritizes the

inputs to valuation techniques used to measure fair value.

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

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

The Company is exposed to credit

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

WESTERN URANIUM & VANADIUM CORP.

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3 – SUMMARY OF Significant Accounting Policies, CONTINUED

Fair Values of Financial Instruments, continued

Fair value is defined as an exit price, representing

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

participants.

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

an asset or liability.

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

Level 1 - Quoted prices in active markets for

identical assets or liabilities.

Level 2 - Quoted prices for similar assets or

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

that are observable, either directly or indirectly.

Level 3- Significant unobservable inputs that

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

by other means.

The fair value of the Company’s financial

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

Liabilities in

Marketable securities as of December 31, 2023

Impairment of Long-Lived Assets

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may not be recoverable.

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

the carrying amount of the assets.

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

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

Future cash flows are estimated based on estimated quantities

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

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

production from each project.

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

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

During the year ended December 31,

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

(see Note 4).

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

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

Estimates and assumptions

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

are subject to risk uncertainty.

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

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

independent of future cash flows from other asset groups.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

Mineral properties are monitored for impairment based on factors such as mineral prices, direct and indirect costs,

mineral grades, mining capabilities, equipment and manpower capacity constraints, and government regulation, the Company’s continued

right to explore the area, mine development findings and its continued plans to fund its mining and development programs along with the

development of its planned Mustang Mineral Processing Mill.

Impairment is considered to exist if the total estimated future cash flows

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

An impairment loss is measured and recorded based on discounted

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

Future cash flows are estimated

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

trends, and related factors), production levels and fixed and variable operating costs of production.

The Company’s long-lived assets

(which principally include its mineral assets and Kinetic Separation intellectual property) were acquired during the end of 2014 and in

2015 in arms-length transactions.

During the year ended December 31, 2024, the Company acquired a parcel of land upon which it intends

to develop and construct a facility for the processing of mineral resources (see Note 4).

As of December 31, 2025, the Company evaluated

the total estimated future cash flows on an undiscounted basis for its mineral properties and Kinetic Separation intellectual property

and determined that no impairment was deemed to exist.

The Company’s estimates of future cash flows are based on numerous assumptions,

and it is possible that actual future cash flows will be significantly different than the estimates, as future quantities of recoverable

minerals, uranium and vanadium prices, production levels, costs and capital are each subject to significant risks and uncertainties.

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

In estimating future cash

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

flows from other asset groups.

The Company utilizes an asset and liability approach

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and such returns for the years 2019 through 2024 remain subject to examination.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, CONTINUED

Asset Retirement Obligations

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actual expenses incurred, and technology and industry standards.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

Asset Retirement Obligations, continued

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

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

The estimated

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

risk-free rate.

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

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

when incurred.

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

as a gain or loss in the period of settlement.

In accordance with the FASB ASC 410, Asset

Retirement and Environmental Obligations , the Company capitalizes the measured fair value of asset retirement obligations to mineral

The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and

discounted at a credit adjusted risk-free rate.

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

at which they are expected to be settled.

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

the asset retirement obligations when incurred.

Any difference between the recorded asset retirement obligations and the actual retirement

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

At each reporting period, the Company reviews

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

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, CONTINUED

Net Loss Per Share

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anti-dilutive.

For the Years

Ended December 31,

For the Years Ended

Warrants to purchase common shares

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Recently Adopted Accounting Pronouncements

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

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

for reportable segments in annual and interim consolidated financial statements.

The standard is effective for fiscal years beginning

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

The Company adopted ASU 2023-07 for

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

The adoption of this

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

of operations, or cash flows.

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

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

3 – SUMMARY OF Significant Accounting Policies, continued

In December 2023, the FASB, issued Accounting

Standards Update (“ASU”), 2023-09 – Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances

the transparency and decision usefulness of income tax disclosures.

The Company adopted ASU 2023-09 during the fourth quarter of the

year ended December 31, 2025 on a prospective basis.

The adoption of this ASU had no material impact on the Company’s consolidated

financial position, results of operations, or cash flows.

Additional required disclosure has been included within Note 9.

Recent Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09

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

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

Early adoption is available.

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

impact on its consolidated financial statements and disclosures.

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

– Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

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

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

of operation as well as disclosures about selling expenses.

The standard is effective for annual reporting periods beginning after December

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

The requirements will be applied prospectively with the option

for retrospective application.

(Subtopic 220-40):

Disaggregation of Income Statement Expenses.

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.

is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15,

The requirements will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

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

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

Company is still evaluating the full extent of the potential impact of the adoption of ASU 2024-03.

In December 2025, the FASB issued ASU 2025-11

– Interim Reporting (Topic 270) – Narrow-Scope Improvements, which improves the guidance in Interim Reporting (Topic 270)

by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The standard is effective

for public companies for annual periods beginning after December 15, 2027.

Early adoption is available.

The Company is still evaluating

the full extent of the potential impact of the adoption of ASU 2025-11.

Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statements were available to be issued.

Other than as described

in Note 4 and Note 11, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

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

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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 December 31, 2024 include:

The Company’s mining properties acquired

on August 18, 2014 that the Company retains as of December 31, 2025 include:

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

The Sunday Mine Complex

located in western San Miguel County, Colorado;

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

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

The Sage Mine located in

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

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

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

these mining properties were operational at the date of acquisition.

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

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

The Company’s mining properties acquired

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extracted as originally planned and anticipated.

During the years ended December 31, 2025 and 2024,

Western made purchases of $ 795,618 and $ 3,395,888 , to increase the Company’s mining and processing capacities.

During the years

ended December 31, 2025 and 2024, depreciation expense was $ 822,765 and $ 613,610 , of which $ 818,695 and $ 613,610 was included in mining

expenditures and $ 4,070 and $ 0 was included in general and administrative on the Company’s consolidated statements of operations

and other comprehensive loss, respectively.

WESTERN URANIUM & VANADIUM CORP.

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(Stated in USD)

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

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

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

During the years ended December 31, 2024

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

consolidated statements of operations and other comprehensive loss.

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

Mustang Mineral Mill Site

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

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

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

Mustang owns an 880 -acre property located in Montrose

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

The acquisition becomes the second property

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

It also becomes part of Western’s plans for developing and

licensing one or more uranium and vanadium processing facilities to process production from its resource properties in Colorado and Utah.

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

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

This transaction was

accounted for as the purchase of an asset.

On October 1, 2024, Western, through its wholly

owned subsidiary, Western Utah, executed a binding stock purchase agreement (the “PRC Agreement”) to purchase 100 % of the

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

Mustang owns an 880 -acre

property located in Montrose County, Colorado, where a uranium processing mill was previously licensed but never constructed.

The acquisition

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

It also becomes part of Western’s

plans for developing and licensing one or more uranium and vanadium processing facilities to process production from its resource properties

in Colorado and Utah.

The Company assumed an obligation to an unrelated

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

This transaction was accounted for as the purchase of an asset.

George Glasier, the President, CEO and a director

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The Company’s Board of Directors established an

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

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

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

The independent

committee supervised the negotiation of and approved Western’s entry into the PRC Agreement.

The purchase price consisted of the following

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(Stated in USD)

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

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 year ended December 31, 2025, the Company

recognized revenue from the sale of ore, net of royalty, of $ 297,285 .

As of December 31, 2025, included within other current assets on

the consolidated balance sheet, was a receivable from the Purchaser in the amount of $ 45,503 .

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

acquiring this permit allowed the Company to commence deliveries in June 2025.

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 and $ 3,625 for

cost of sale, which are included within property, plant & equipment and mineral properties, net on the consolidated balance sheet.

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.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

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

Oil and Gas Lease and Easement

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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.

As of December 31, 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 years ended December 31, 2025 and 2024,

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The Company’s mines are subject to certain

AROs, which the Company has recorded as liabilities.

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

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

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

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 the AROs are reviewed periodically by the applicable regulatory

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

During the year ended December 31, 2025, in connection

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

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

The Company determined the aggregate gross AROs of the mineral properties to be $ 1,163,978

and $ 751,444 as of December 31, 2024 and 2023, respectively.

The portion of the asset retirement obligations related to the Van 4 Mine,

which is in reclamation as of December 31, 2024, and its related restricted cash are included in current liabilities and current assets,

respectively, at a value of $ 75,057 .

During the year ended December 31, 2024, the Company’s internal mining operations team has

been performing the Van 4 Mine reclamation work, and the State of Colorado has not yet reduced the associated asset retirement obligation

The Company’s asset retirement obligations are subject to legal

and regulatory requirements.

Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory

The asset retirement obligations represent the Company’s estimate of the present value of future reclamation costs,

discounted using a credit adjusted risk-free interest rates of 5.4 % for the years ended December 31, 2024 and 2023.

with the Company’s Sage Mine, the Company incurred additional gross and discounted asset retirement obligations of $ 24,396 and $ 6,713 ,

respectively.

The Company determined the aggregate gross AROs of the mineral properties to be $ 1,187,553 and $ 1,163,978 as of December

31, 2025 and 2024, respectively.

The portion of the asset retirement obligations related to the Van 4 Mine, which is in reclamation as

of December 31, 2025 and 2024, and its related restricted cash are included in current liabilities and current assets, respectively, at

a value of $ 75,057 .

During the years ended December 31, 2025 and 2024, the Company’s internal mining operations team has been performing

the Van 4 Mine reclamation work, and through December 31, 2025, the State of Colorado has not yet reduced the associated asset retirement

obligation amount.

Western’s operations team completed the last of the Van 4 reclamation work prior to the reclamation deadline.

The Company submitted its surety reduction request application to the State of Colorado on January 7, 2026 for a reduction of the financial

warranty based on current site conditions and consideration of reclamation activities completed.

On March 19, 2026, the State of Colorado

concluded its review and approved the Company’s request and reduced the financial warranty to $ 49,350 .

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 December 31, 2025 and 2024.

The net discounted

aggregated values as of December 31, 2025 and 2024 were $ 415,164 and $ 410,098 , respectively.

On September 17, 2024 and March 13, 2025,

the Company remitted $ 61,403 and $ 351,131 , respectively in connection with the aforementioned 2024 incremental AROs.

Financial warranties

to secure AROs as of December 31, 2024 and 2023 were $ 812,993 and $ 751,444 , respectively.

On March 13, 2025 and July 31, 2025, the

Company remitted $ 351,131 and $ 24,489 , respectively, in connection with the reevaluation of reclamation costs for existing mining properties.

Financial warranties to secure AROs as of December 31, 2025 and 2024 were $ 1,187,553 and $ 812,993 , respectively.

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

NOTE 4 – PROPERTY, PLANT &

EQUIPMENT AND MINERAL PROPERTIES, NET AND KINETIC SEPARATION INTELLECTUAL PROPERTY, CONTINUED

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

Asset Retirement Obligations, continued

7 unchanged sentences

Topaz Mine Permitting Status

Upon an order from the Mined Land Reclamation Board (“MLRB”)

in March 2023, the Topaz Mine was put into reclamation which is scheduled to be completed by March 2028.

The Company has been working

toward the completion of an updated Topaz Mine Plan of Operations (“Topaz Mine Plan”), which is a separate federal requirement

Bureau of Land Management (“BLM”) for the conduct of mining activities on the federal land at the Topaz Mine.

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.

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.

to the Fiscal Responsibility Act of 2023, each permitting project has a one year time limit for the BLM to complete a review.

transitional rules, the Topaz project was not eligible for an extension due to its duration.

However, the project can be resubmitted and

be picked up where it was left off.

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

Consultants have

completed new work toward gathering additional inputs for the BLM resubmission, but have not yet restarted the BLM clock by making an

amended submission.

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

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

Consultants have completed new work toward gathering additional inputs for the BLM resubmission, but have not yet restarted the

BLM clock by making an amended submission.

San Rafael Permitting Status

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

developed as the Company’s second production facility.

During the second quarter 2024, Western submitted a Notice of Intent to the BLM

that was approved for a mineral and groundwater exploration project.

During the third quarter of 2024, Utah’s Division of Oil, Gas

& Mining gave its approval of the exploration permit application and the Company posted a $ 61,403 Financial Guarantee of reclamation

costs with the BLM.

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.

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.

Initially, groundwater monitoring wells will be installed at five drilling locations, reaching depths of approximately 1,000 feet.

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.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

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

Kinetic Separation Intellectual Property

14 unchanged sentences

and retains ownership of, and may obtain patent protection on, any such improvements developed by the Company.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

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

Kinetic Separation Intellectual Property, continued

The Kinetic Separation patent was filed on September

17 unchanged sentences

Company has explored.

Accounts Payable and Accrued Liabilities

payable and accrued liabilities consist of:

NOTE 5 – Accounts

Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of:

As of December 31,

2 unchanged sentences

Total accounts payable and accrued liabilities

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

Authorized Capital

8 unchanged sentences

Private Placements

On November 20, 2024, the Company closed a private

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 ) and proceeds net of issuance costs were $ 3,806,270 (CAD $ 5,344,010 ).

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.

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.

5 unchanged sentences

per share for a period of four years following the closing date of the private placement.

On December 12, 2023, the Company closed a non-brokered

private placement of 5,215,828 units at a price of $ 1.02 (CAD $ 1.39 ) per unit.

The aggregate gross proceeds raised in the private placement

amounted to $ 5,324,989 (CAD $ 7,250,000 ) and proceeds net of issuance costs amounted to $ 4,836,867 (CAD $ 6,588,089 ).

Each unit consisted

of one common share plus one half of one warrant.

Each warrant is exercisable into one share at a price of $ 1.38 (CAD $ 1.88 ) per common

share for a period of four years following the closing date of the private placement.

A total of 5,911,786 common shares and warrants

to purchase 2,607,913 common shares were issued to investors in connection with the private placement.

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).

On November 20, 2024, the Company closed a private

placement of 4,142,906 units at a price of $ 0.94 (CAD $ 1.32 ) per unit.

The aggregate gross proceeds raised in the private

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

unit is comprised of one common share of Western and one common share purchase warrant.

Each warrant is exercisable into one common share

at a price of $ 1.27 (CAD $ 1.78 ) per share for a period of four years following the closing date of the private placement.

Warrant Exercises

During the years ended December 31, 2024 and 2023,

an aggregate of 5,198,540 and 1,165,450 warrants were exercised for total proceeds of $ 4,605,458 (CAD $ 6,238,248 ) and $ 1,004,044 (CAD

$ 1,358,565 ), respectively.

During the year ended December 31, 2025, no warrants

were exercised.

During the year ended December 31, 2024, 5,198,540 warrants were exercised for total proceeds of $ 4,605,458 (CAD $ 6,238,248 ).

WESTERN URANIUM & VANADIUM CORP.

2 unchanged sentences

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS,

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY

INSTRUMENTS, CONTINUED

Warrant Modification

On November 28, 2024, The Company’s Board approved amendments

to extend the term and reduce the exercise price of 2,868,541 previously issued common share purchase warrants.

These warrants, originally

issued during December 2021 and January 2022, had initial exercise prices of $ 1.94 (CAD $ 2.50 ) and $ 2.00 (CAD $ 2.50 ) per share, respectively,

and were set to expire three years post-issuance.

Effective November 28, 2024, the term was extended to January 20, 2026, a date that

is less than five years since the original date of issuance.

Effective February 27, 2025 the exercise price was reduced to $ 1.39 (CAD

$ 2.00 ), the date upon which the Canadian Securities Exchange (CSE) accepted the warrant repricing and the amended Form 13 filing was approved

During the year ended December 31, 2024, the Company recorded an incremental fair value of $ 184,308 arising from the extension

On February 27, 2025, the Company recorded an incremental fair value of $ 104,840 for the modification of the exercise price.

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.

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.

This modification was granted

to facilitate the raising of additional equity capital by extending the exercise period and lowering the exercise price, thereby providing

warrant investors with more time and incentive to exercise their warrants.

Incentive Stock Option Plan

21 unchanged sentences

“Rights”) will be issued to holders of Common Shares at a rate of one Right for each Share outstanding.

Share Repurchase Program, NCIB

On December 19, 2025, the Company implemented

a normal course issuer bid (“NCIB”) to allow the Company to purchase up to 6,672,291 of its common shares representing approximately

10 % of the Company’s “public float” as of December 17, 2025, as defined under the policies of the CSE.

The Company may

purchase shares under the NCIB over a 12-month period beginning on December 19, 2025 and ending on December 18, 2026.

Shares repurchased

under the NCIB shall be purchased on the open market through the facilities of the CSE or Canadian alternative trading systems at the

prevailing market price of the shares at the time of purchase and in accordance with the policies of the CSE and applicable Canadian securities

All shares purchased under the NCIB are required to be cancelled.

The Company will fund any such purchases of shares under the NCIB

with cash on hand.

During the year ended December 31, 2025, no shares

were repurchased under the NCIB.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED

Stock Options

On December 20, 2023, the Board of Directors granted

During the year ended December 31, 2025, there

were no options granted.

On November 24, 2024, the Board of Directors granted

options under the Plan for the purchase of an aggregate of 1,375,000 common shares to individuals consisting of directors and officers

1 unchanged sentence

Each of these options have a term which ends five years from the vesting date, an exercise price of $ 0.94 (CAD $ 1.32 as

of December 31, 2023) and vest equally in thirds on January 31, 2024, July 31, 2024 and January 31, 2025.

of November 29, 2024) and vest equally in thirds on January 31, 2025, July 31, 2025 and January 31, 2026.

On July 14, 2024, the Board of Directors granted

3 unchanged sentences

July 31, 2024 and January 31, 2025.

On November 24, 2024, the Board of Directors granted

options under the Plan for the purchase of an aggregate of 1,375,000 common shares to individuals consisting of directors and officers

of the Company.

Each of these options have a term which ends five years from the vesting date, an exercise price of $ 0.94 (CAD $ 1.32 as

of November 29, 2024) and vest equally in thirds on January 31, 2025, July 31, 2025 and January 31, 2026.

During the year ended December 31, 2025, the Company

issued 18,246 common shares pursuant to the cashless exercise of an option to purchase 50,000 common shares with an exercise

price of $ 0.75 (CAD $ 1.00 as of December 31, 2023).

During the year ended December 31, 2024, the Company issued 39,161

common shares pursuant to the cashless exercise of an option to purchase 166,664 common shares with an exercise price $ 0.79 (CAD $ 1.03 ).

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS,

Stock Options, continued

issued 3,850 common shares pursuant to the cashless exercise of an option to purchase 83,332 common shares with an exercise price of $ 0.79

(CAD $ 1.03 ).

During the year ended December 31, 2024, the Company

issued 39,161 common shares pursuant to the cashless exercise of an option to purchase 166,664 common shares with an exercise price $ 0.79

(CAD $ 1.03 ).

The Company utilized the Black-Scholes option

pricing model to determine the fair value of this grant, using the assumptions as outlined below:

For the years ended

the years ended

CAD$ 1.29 – $ 2.00

3 unchanged sentences

Expected Volatility

90.9 % - 96.1 %

Weighted Average Risk-Free Interest Rate

2 unchanged sentences

Exercise Price Weighted

Contractual Life

(Years) Intrinsic

Life (Years) Intrinsic

Outstanding – January 1, 2025 5,723,336 $ 1.14 3.80 $ -

Granted 1,475,000 0.98

Forfeited and expired ( 291,672 ) 0.84

2 unchanged sentences

Exercisable – December 31, 2025 4,906,654 $ 1.18 2.83 $ -

The Company’s stock-based compensation expense (net of the effect

of forfeitures) related to stock options for the year ended December 31, 2024 was $ 1,142,541 of which $ 251,557 and $ 890,984 was included

in mining expenditures and general and administrative expenses, respectively, on the Company’s consolidated statements of operations

and other comprehensive loss.

The Company’s stock-based compensation expense related to stock options for the year ended December

31, 2023 was $ 429,429 , of which $ 78,874 and $ 350,555 was included in mining expenditures and general and administrative expenses, respectively,

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

As of December 31, 2024, there was approximately

$ 597,448 of unrecognized share-based compensation for unvested stock options, which is expected to be recognized over a weighted average

period of 0.44 years.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS,

Stock Options, continued

The Company’s stock-based compensation expense

(net of the effect of forfeitures) related to stock options for the year ended December 31, 2025 was $ 558,221 of which $ 104,570 and $ 453,651

was included in mining expenditures and general and administrative expenses, respectively, on the Company’s consolidated statements

of operations and other comprehensive loss.

The Company’s stock-based compensation expense (net of the effect of forfeitures) related

to stock options for the year ended December 31, 2024 was $ 1,142,541 , of which $ 251,557 and $ 890,984 was included in mining expenditures

and general and administrative expenses, respectively, on the Company’s consolidated statements of operations and other comprehensive

As of December 31, 2025, there was approximately $ 18,063 of unrecognized share-based compensation for unvested stock options, which

is expected to be recognized over a weighted average period of 0.08 years.

Shares Weighted

3 unchanged sentences

Issued 12,903,699 0.82

Exercised ( 5,198,540 ) 0.95

Expired/Forfeited ( 98,985 ) 2.00

10 unchanged sentences

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”)

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.

7 unchanged sentences

The JV will fund the recovery payments to be made to PRM from the proceeds of the sale of mined material.

During the year ended December

31, 2024, PRM funded an aggregate of $ 235,210 (inclusive of funding the Initial Contribution) to the JV, which was expensed to mining

expenditures within the consolidated statements of operations and other comprehensive loss and reflected within mining cost in the table

The Company has completed its earn-in through the Initial Contribution and now owns a 50 % interest in the assets of the JV.

During the years ended December

31, 2025 and 2024, PRM funded an aggregate of $ 1,573 and $ 235,210 , respectively (inclusive of funding the Initial Contribution) to the

JV, which was expensed to mining expenditures within the consolidated statements of operations and other comprehensive loss and reflected

within mining cost in the table above.

The Company has completed its earn-in through the Initial Contribution and now owns a 50 % interest

in the assets of the JV.

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

8 – Related Party Transactions AND BALANCES

21 unchanged sentences

2025 and 2024, respectively.

During the years ended December 31, 2024 and 2023,

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

See Note 4 – Property, Plant & Equipment

and Mineral Properties, Net and Kinetic Separation Intellectual Property.

During the year ended December 31, 2024, the

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

There were no purchases from Silver Hawk Ltd.

during the year ended December 31, 2025.

WESTERN URANIUM & VANADIUM CORP.

3 unchanged sentences

9 – Income Taxes

For financial reporting purposes, income (loss)

before taxes includes the following components:

For the Years Ended

United States

$ ( 5,352,722 )

$ ( 7,962,695 )

( 1,823,201 )

( 2,149,342 )

Total income (loss) before taxes

$ ( 7,175,923 )

$ ( 10,112,037 )

The tax effects of temporary differences that

26 unchanged sentences

Increase in valuation allowance

A reconciliation of the provision for income taxes

with the amounts computed by applying the statutory federal income tax rate to income from operations before the provision for income

taxes is as follows:

WESTERN URANIUM & VANADIUM CORP.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Stated in USD)

9 – Income Taxes, Continued

A reconciliation of the provision for income taxes with the amounts

computed by applying the statutory federal income tax rate to income from operations before the provision for income taxes for the year

ended December 31,2025 is as follows:

For the Years Ended

December 31, 2025

Income tax benefit at U.S.

federal statutory rate

$ ( 1,506,944 )

State and local income taxes, net of federal income tax benefit

Change in valuation allowance

Nontaxable or nondeductible items

True-up to prior year return

True-up of stock-based compensation

Effective income tax rate

The reconciliation of the U.S.

federal income tax provision for 2025

above reflects the adoption of ASU 2023-09 in the fourth quarter of the year ended December 31, 2025, on a prospective basis (see Note

The Company’s operations are principally in Colorado and Utah, however, there is no apportionable taxable income to either of these

The reconciliation of the U.S.

federal income tax provision at the

statutory federal income tax rate of 21.0 % for the year ended December 31, 2024 to our provision for income taxes, as previously disclosed,

prior to the adoption of ASU 2023-09, was as follows:

For the Year Ended

December 31, 2024

federal statutory rate

State and foreign taxes

4 unchanged sentences

Effective income tax rate

For the years ended December 31, 2025 and 2024, the Company’s

effective tax rate was 0% , which consisted principally of a federal rate of 21 %, the Company’s estimate of state income taxes, primarily

driven by changes in tax rate and apportionment changes net of the federal benefit and the change in the valuation allowance recorded

against its deferred tax assets.

The Company has net operating loss

carryovers of approximately $ 34,251,942 for federal and state income tax purposes and net operating loss carryovers of $ 12,052,334

for Canadian provincial tax purposes which begin to expire in 2027 and 2035, respectively.

The ultimate realization of the net

operating loss is dependent upon future taxable income, if any, of the Company.

WESTERN URANIUM & VANADIUM CORP.

3 unchanged sentences

9 – Income Taxes, Continued

The Company has net operating loss carryovers of approximately $ 26,092,449

for federal and state income tax purposes and net operating loss carryovers of $ 14,354,511 for Canadian provincial tax purposes which

begin to expire in 2026.

The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company.

Based on losses from inception, the Company determined

that as of December 31, 2024 it is more likely than not that the Company will not realize benefits from the deferred tax assets.

does not record income tax benefits in the consolidated financial statements until it is determined that it is more likely than not that

the Company will generate sufficient taxable income to realize the deferred income tax assets.

As a result of the analysis, the Company

determined that a deferred tax asset valuation allowance of $ 8,336,707 and $ 5,602,952 was required as of December 31, 2024 and 2023, respectively.

Based on losses from inception, the Company determined that, as of

December 31, 2025, it is more likely than not that the Company will not realize benefits from the deferred tax assets.

The Company does

not record income tax benefits in the consolidated financial statements until it is determined that it is more likely than not that the

Company will generate sufficient taxable income to realize the deferred income tax assets.

As a result of the analysis, the Company determined

that a deferred tax asset valuation allowance of $ 9,648,226 and $ 8,336,707 was required as of December 31, 2025 and 2024, respectively.

Internal Revenue Code (“IRC”) Section

10 unchanged sentences

loss carryforwards in the future.

In July 2025, U.S.

tax legislation known as the

“One Big Beautiful Bill Act” (“OBBBA”) was signed into law which makes permanent many of the tax provisions enacted

in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025.

In addition, the OBBBA makes changes to certain

corporate tax provisions, many of which are generally not effective until January 1, 2026.

The OBBBA did not have a material effect

on the Company’s consolidated financial statements for the year ended December 31, 2025.

As of December 31, 2025 and 2024, management does not believe that

the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability

of a position on audit in its consolidated financial statements.

The Company will continue to evaluate its uncertain tax positions in

future periods to determine if measurement and recognition in its consolidated financial statements is necessary.

The Company does not

believe there will be any material changes in its unrecognized tax positions over the next year.

NOTE 10 – FINANCIAL INSTRUMENTS

3 unchanged sentences

instruments approximate their carrying values due to the short-term maturity of these instruments.

The Company’s financial instruments

also incorporate marketable securities that are adjusted to fair value at each balance sheet date based on quoted prices which are considered

level 1 inputs.

The reclamation deposits, which are reflected in restricted cash on the consolidated balance sheets, are deposits mainly

invested in interest bearing certificates of deposit at major financial institutions, and their fair values are estimated to approximate

their carrying values.

There were no transfers of financial instruments between Levels 1, 2, and 3 during the years ended December 31,

2024 and 2023.

The reclamation deposits, which are

reflected in restricted cash on the consolidated balance sheets, are deposits mainly invested in interest bearing certificates of deposit

at major financial institutions, and their fair values are estimated to approximate their carrying values.

Foreign Currency Risk

12 unchanged sentences

(Stated in USD)

10 – FINANCIAL INSTRUMENTS, CONTINUED

NOTE 10 – FINANCIAL INSTRUMENTS, CONTINUED

Concentration of Credit Risk

Concentration of credit risk is the risk of loss

in the event that certain counterparties are unable to fulfil their obligations to the Company.

The Company limits its exposure to credit

loss on its cash and restricted cash by placing its cash with high credit quality financial institutions.

Financial instruments, which potentially subject

the Company to concentrations of credit risk, consist principally of cash and cash equivalents and restricted cash.

The Company limits

its exposure to credit loss on its cash and restricted cash by placing its cash with high credit quality financial institutions.

Liquidity Risk

5 unchanged sentences

Company had working capital of $ 5,384,164 and cash and cash equivalents of $ 5,620,630 .

Market risk is the risk that fluctuations in the

market prices of minerals will impact the Company’s future cash flows.

The Company is exposed to market risk on the price of uranium

and vanadium, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work

that the Company will be able to perform, and the number of financing opportunities that will be available.

Management believes that it

would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks.

11 – Subsequent event

Ore Purchase Agreement

On April 8, 2025, PRM entered into an Ore Purchase

Agreement (the “Ore Purchase Agreement”) with subsidiaries of Energy Fuels Inc.

(“Purchaser”).

The Ore Purchase

Agreement is for a one year period and provides for the delivery of up to 25,000 short tons of uranium bearing ore to the White Mesa Mill

in Blanding, Utah.

PRM shall make deliveries at its own cost and the purchase price per ton will be based upon the average grade of uranium

of each lot, and other qualifying conditions.

Within 30 days after each lot is closed, Purchaser shall pay to PRM an 85 % provisional payment

calculated based upon the sampled grade and an agreed upon pricing schedule.

Within 30 days after each lot is fed to processing, the Purchaser

shall pay to PRM a final settlement payment calculated based upon the assayed grade and the agreed upon pricing schedule, net of a royalty,

pursuant to a previously existing royalty agreement with the Purchaser.

Market risk is the risk that fluctuations in

the market prices of minerals will impact the Company’s future cash flows.

The Company is exposed to market risk on the price of

uranium and vanadium, which will determine its ability to build and achieve profitable operations, the amount of exploration and development

work that the Company will be able to perform, and the number of financing opportunities that will be available.

Management believes

that it would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price

11 – Subsequent eventS

On January 15, 2026, the Board of Directors granted

an aggregate of 1,350,000 options for the purchase of the Company’s common stock to the Company’s officers, directors and

Each of these options was granted under the Plan and had an exercise price of $ 0.65 (CAD $ 0.90 as of January 15, 2026).

options vest equally in three installments on January 31, 2026, July 31, 2026 and January 31, 2027.

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

What changed 10-K

Item 9A. Controls and Procedures