10-K
1
f10k2020_westernuranium.htm
ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2020
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______________to ______________
Commission
File Number 000-55626
WESTERN
URANIUM & VANADIUM CORP.
(Exact
Name of Registrant as Specified in Its Charter)
330 Bay Street, Suite 1400 Toronto, Ontario, Canada M5H 2S8
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including
Area Code)
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
N/A
Securities registered pursuant to Section
12(g) of the Act:
Common Shares
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 of 15(d) of the Exchange Act. Yes ☐
No ☒
Note – Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 of 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report
on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2020, the aggregate market value of the common
shares held by non-affiliates of the registrant was $6,468,670.
As of April 15, 2021, 36,458,747 of the registrant’s no
par value common shares were outstanding.
WESTERN URANIUM & VANADIUM
CORP.
FORM 10-K
TABLE OF CONTENTS
USE OF NAMES ii
CURRENCY ii
FORWARD-LOOKING STATEMENTS AND INTRODUCTION ii
PART I 1
ITEM 1. BUSINESS 1
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 15
ITEM 2. PROPERTIES 16
ITEM 3. LEGAL PROCEEDINGS 35
ITEM 4. MINE SAFETY DISCLOSURES 36
ITEM 6. SELECTED FINANCIAL DATA 37
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 47
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 47
ITEM 9A. CONTROLS AND PROCEDURES 47
ITEM 9B. OTHER INFORMATION 48
PART III 49
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 49
ITEM 11. EXECUTIVE COMPENSATION 51
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 55
PART IV
ITEM 15. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 56
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 56
SIGNATURES 58
i
USE OF NAMES
As used in this Annual Report on Form 10-K, unless the context
otherwise requires, the terms “we,” “us,” “our,” “Western” and “WUC”,
or the “Company” refer to Western Uranium & Vanadium Corp., an Ontario Canadian corporation, and its subsidiaries.
CURRENCY
The accounts of the Company are reported
in U.S. dollars. Unless otherwise specified, all dollar amounts referenced in this Annual Report on Form 10-K and the consolidated
financial statements are stated in U.S. dollars.
FORWARD-LOOKING
STATEMENTS AND INTRODUCTION
The statements contained in this document that are not purely
historical are “forward-looking statements.” Although we believe that the expectations reflected in such forward-looking
statements, including those regarding future operations, are reasonable, we can give no assurance that such expectations will prove
to be correct. Forward-looking statements are not guarantees of future performance and they involve various risks and uncertainties. Forward-looking
statements contained in this document include statements regarding our proposed services, market opportunities and acceptance,
expectations for revenues, cash flows and financial performance, and intentions for the future. Such forward-looking statements
are included under Item 1. “Business” and Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations”. All forward-looking statements included in this document are made as of the date
hereof, based on information available to us as of such date, and we assume no obligation to update any forward-looking statement. It
is important to note that such statements may not prove to be accurate and that our actual results and future events could differ
materially from those anticipated in such statements. Among the factors that could cause actual results to differ materially
from our expectations are those described under Item 1. “Business,” Item 1A. “Risk Factors” and Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. All subsequent
written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their
entirety by this section and other factors included elsewhere in this document.
ii
PART I
ITEM 1. BUSINESS
CORPORATE HISTORY
Western Uranium & Vanadium Corp. (formerly known as
Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations Act and was formerly a non-listed
reporting issuer subject to the rules and regulations of the Ontario Securities Commission. On November 20, 2014, the Company completed
a listing process on the Canadian Securities Exchange (“CSE”). As part of that process, the Company acquired 100% of
the issued and outstanding shares of Pinon Ridge Mining LLC (“PRM”), a Delaware limited liability company. The transaction
constituted a reverse takeover of Western by PRM. After obtaining appropriate shareholder approvals, the Company subsequently reconstituted
its Board of Directors and senior management team.
On August 18, 2014, the Company closed on the purchase of certain
mining properties in Colorado and Utah from Energy Fuels Holding Corp. Assets purchased included both owned and leased lands in
Utah and Colorado and all represent properties that have been previously mined for uranium to varying degrees in the past. The
acquisition included the purchase of the Sunday Mine Complex. The Sunday Mine Complex is located in western San Miguel County,
Colorado. The complex consists of the following five individual mines: the Sunday mine, the Carnation mine, the Saint Jude mine,
the West Sunday mine and the Topaz mine. The operation of each of these mines requires a separate permit and all such permits have
been obtained by Western and are currently valid. In addition, each of the mines has good access to a paved highway, electric power
to existing mine workings, office/storage/shop and change buildings, and extensive underground haulage development with multiple
vent shafts complete with exhaust fans. After the completion of the 2019/2020 project, the Sunday Mine Complex was advanced such
that it is operationally ready to re-start mining operations.
On September 16, 2015, Western completed its acquisition of
Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed. The
acquisition terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range. Pursuant
to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”)
under the Australian Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being
issued common shares of Western on a 1 for 750 basis. On August 25, 2015, the Scheme was approved by the shareholders of Black
Range and on September 4, 2015, Black Range received approval by the Federal Court of Australia. In addition, Western issued to
certain employees, directors and consultants options to purchase Western common shares. Such stock options were intended to replace
Black Range stock options outstanding prior to the Black Range Transaction on the same 1 for 750 basis.
In connection with the Black Range Transaction, Western acquired
the net assets of Black Range. These net assets consist principally of interests in a large uranium resource located in Colorado
(the “Hansen-Taylor Complex”) and a 100% interest in a 25 year license for Kinetic Separation (“Kinetic Separation”,
formerly known as “Ablation”) and related patents from Ablation Technologies, LLC. The Hansen-Taylor Complex is principally
a sandstone-hosted deposit that was discovered in 1977.
Furthermore, related to Kinetic Separation in connection with
the acquisition of Black Range Minerals Ltd. (“Black Range”), the Company assumed a call option agreement between Black
Range and Mr. George Glasier. Prior to the Black Range Transaction, George Glasier, the Company’s CEO, who is also a director
(“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 $500,000 AUD
($392,086USD as of December 31, 2020) to Seller within 60 days of the first commercial application of the Kinetic Separation. Western
assumed this contingent payment obligation in connection with the Black Range Transaction.
The Kinetic Separation process is dramatically different from
conventional mining techniques. Subject to regulatory approvals for the use of Kinetic Separation, the benefits of Kinetic Separation
are as follows:
1
Kinetic Separation can be used on legacy uranium stockpiles
in the western United States. WUC would kinetically separate these stockpiles, removing 85-90% of the uranium. This is an application
through which Kinetic Separation could positively contribute to the ‘greening of the environment’. According to a study there are
approximately 4,225 legacy uranium mines from the 1940-1970 period throughout the Western United States, most of which have waste
stockpiles.
In the estimation of management, Kinetic Separation mining allows
the cost of production of uranium to be reduced by 44-53%.
Our common shares are listed on the Canadian Securities Exchange,
also known as the “CSE,” under the symbol “WUC”, and are also quoted in the United States on the OTCQX
Best Market under the symbol “WSTRF.” We are headquartered in Ontario, Canada with mining operations in the two U.S.
states of Utah and Colorado. The mailing address of our headquarters is 330 Bay Street, Suite 1400, Toronto, Ontario, M5H2S8, Canada,
and the telephone number is (970) 864-2125. Our corporate website is located at http://www.western-uranium.com/.
We are an “emerging growth company” as that term
is defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act defines an “emerging growth
company” as one that had total annual gross revenues of less than $1,000,000,000 during the last fiscal year. Section 102(b)
(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Securities Exchange Act) are required to comply with the new or revised financial
accounting standard. The JOBS Act also provides that a company can elect to opt out of the extended transition period provided
by Section 102(b)(1) of the JOBS Act and comply with the requirements that apply to non-emerging growth companies but any such
election to opt out is irrevocable.
Our wholly-owned subsidiaries are Western Uranium Corp., Pinon
Ridge Mining LLC, Black Range Minerals Limited, Black Range Copper Inc., Ranger Resources Inc., Black Range Minerals Inc., Black
Range Minerals Colorado LLC, Black Range Minerals Wyoming LLC, Haggerty Resources LLC, Ranger Alaska LLC, Black Range Minerals
Utah LLC, Black Range Minerals Ablation Holdings Inc. and Black Range Development Utah LLC.
OUR COMPANY
Western is in the business of exploring, developing, mining
and production of its uranium and vanadium resource properties.
Western is an exploration stage company for purposes of Industry
Guide 7 of the U.S. Securities and Exchange Commission (“SEC”). Industry Guide 7 states that mining companies like
ours can be classified into three stages: exploration, development, or production. Exploration stage includes all companies engaged
in the search for mineral deposits, which are not in either the development or production stage. In order to be classified as a
development or production stage company, the Company must have already established reserves. The Company has not established reserves
for purposes of Industry Guide 7.
National Instrument 43-101 – Standards of Disclosure for Mineral
Projects (“NI 43-101”) is a rule of the Canadian Securities Administrators that establishes standards for all public disclosure
a Canadian issuer makes of scientific and technical information concerning mineral projects. All historical mineral resource estimates
contained in this annual report have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum
classification system. These standards differ from the mineral property disclosure requirements of Industry Guide 7, which, until December
31, 2020, applied to most SEC reporting issuers. However, on October 31, 2018, the SEC adopted changes to modernize the mineral property
disclosure requirements applicable to SEC registrants. New subpart 1300 of Regulation S-K (the “SEC Modernization Rules”)
became effective on February 25, 2019 and, for fiscal years beginning on or after January 1, 2021, replaces Industry Guide 7’s disclosure
requirements. Under the SEC Modernization Rules, consistent with global standards as embodied by the Committee for Reserves International
Reporting Standards (“CRIRSCO”), SEC registrants will be required to disclose specified information concerning mineral resources
that have been identified on their mineral properties. Consistent with CRIRSCO standards, the SEC Modernization Rules have also added
definitions to recognize measured mineral resources, indicated mineral resources and inferred mineral resources. Thus, although the SEC
Modernization Rules are not identical to Canada’s NI 43-101 standards, they are intended to be more consistent with those standards.
Our mineral properties are located in western Colorado and eastern
Utah and adjacent areas of the western United States. Our primary focus is bringing the fully permitted Sunday Mine Complex into
production, permitting the San Rafael Project and the commercialization of Kinetic Separation.
The Sunday Mine Complex is located in western San Miguel County,
Colorado. The complex consists of the following five individual mines: the Sunday mine, the Carnation mine, the Saint Jude mine,
the West Sunday mine and the Topaz mine. The operation of each of these mines requires a separate permit and all such permits have
been obtained by Western and are currently valid. In addition, each of the mines has good access to a paved highway, electric power
to existing mine workings, office/storage/shop and change buildings, and extensive underground haulage development with multiple
vent shafts complete with exhaust fans.
We have acquired a license for Kinetic Separation, which provides
a low cost, purely physical, method of separating uranium and vanadium mineralization from waste. No chemicals are added in the
process, yet very high mineral recoveries can be achieved with considerable mass reduction; facilitating the separation of a high-value,
high-grade ore product from a coarse-grained barren “clean sand” product.
Application of Kinetic Separation is expected to have a very
positive effect on the development of not only our Sunday Mine Complex, but also most of our and others’ deposits, because
it significantly reduces both capital and operating costs. Extensive test work has shown that from amenable sandstone-hosted ore
types, typically more than 90% of the mineralization can be separated into 10-20% of the initial sample mass.
2
OUR STRATEGY
Our vision is to become a leading uranium and vanadium developer and
producer. Our strategy is to build value for stockholders by advancing our projects towards scaled-up production. The increase in vanadium
price levels during 2017/2018 increased the relative importance of this resource to the Company. Hence, Western is increasingly able to
baseload mine production with vanadium as a co-product. As a result, during 2019 Western implemented a mine re-opening project at the
Sunday Mine Complex to identify high-grade vanadium ore, followed by bulk sampling and development drilling. Active mining was conducted
and the extracted ore was stockpiled underground in the mines. The project has continued in 2020 as multiple surface infrastructure projects
were completed to meet Colorado Division of Reclamation, Mining and Safety (CDRMS) requirements. Completion of the CDRMS prerequisites
has enabled the newly mined and stockpiled underground ore to be brought to the surface. Ore pad construction, the last of the surface
projects, was completed; however, its final inspection approvals were delayed until May 2020 due to the COVID-19 outbreak. The Company
holds an exclusive 25-year license to use Kinetic Separation, a proven technology that we anticipate will improve the efficiency of the
mining from Western’s sandstone-hosted ore. The license agreement was entered into on March 17, 2015 and expires on March 16, 2040.
There are no remaining license fee obligations and there are no future royalties due under the agreement. The Company has the right to
sub-license the technology to third parties. The Company may not sell or assign the Kinetic Separation license; however, it could be transferred
in the sale of Western or the subsidiary holding the license.
At any time we may have acquisition or partnering opportunities
in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities,
analysis of technical, financial and other confidential information, submission of indications of interest, participation in preliminary
discussions and negotiations and involvement as a bidder in competitive processes.
Capital Raising
On April 16, 2019, the Company completed a private placement
of 3,914,632 units at a price of CAD $0.98 (USD $0.73) per unit for net proceeds of CAD $3,836,340 (USD $2,856,356). Each unit
consisted of one common share and a warrant to purchase one-half of one common share. Each warrant is exercisable at a price of
CAD $1.70 and expires three years from the date of issuance.
On June 17, 2019, the Company completed a private placement
of 192,278 units at a price of CAD $0.98 (USD $0.73) per unit for gross proceeds of CAD $188,432 (USD $140,555). Each unit consisted
of one common share and a warrant to purchase one-half of one common share. Each warrant is exercisable at a price of CAD $1.70
and expires three years from the date of issuance.
During the year ended December 31, 2019, the Company issued
an aggregate of 4,106,910 common shares in connection with these private placements.
On February 16, 2021, the Company closed
on a non-brokered private placement (the “Private Placement”) of 3,250,000 units (the “Units”) at a price
of CAD $0.80 per Unit. The aggregate gross proceeds raised in this Private Placement amount to CAD $2,600,000.
Each Unit consists of one common share
of Western (a “Share”) plus one common share purchase warrant of Western (a “Warrant”). Each warrant entitled
the holder to purchase one Share at a price of CAD $1.20 per Share for a period of three years following the closing date of the
Private Placement. A total of 3,250,000 Shares and 3,250,000 Warrants were issued in the Private Placement.
On March 1, 2021, the Company closed on
a non-brokered private placement (the “Private Placement”) of 3,125,000 units (the “Units”) at a price
of CAD $0.80 per Unit. The aggregate gross proceeds raised in this Private Placement amount to CAD $2,500,000.
Each Unit consists of one common share
of Western (a “Share”) plus one common share purchase warrant of Western (a “Warrant”). Each warrant entitled
the holder to purchase one Share at a price of CAD $1.20 per Share for a period of three years following the closing date of the
Private Placement. A total of 3,125,000 Shares and 3,125,000 Warrants were issued in the Private Placement.
Uranium/Vanadium Production
Western historically positioned itself for operational flexibility
with the goal of beginning production as expeditiously as possible once market conditions for uranium and/or vanadium were favorable.
The 2018 vanadium price rally brought about those conditions for a period, thus catalyzing the Sunday Mine Complex project. Western
reinitiated active mining operations at the Sunday Mine Complex project with its infrastructure and exploratory projects, which
culminated in the commencement of production with the mining and stockpiling of the extracted uranium/vanadium ore. The well maintained
existing infrastructure from years of previous production allowed the Company to quickly advance the mine to a production ready
status. As the mining team refocused on surface infrastructure projects required by the CDRMS, the mines were shut; mining operations
and transporting extracted ore to the surface were delayed pending the inspection of the newly constructed ore pads and the completion
of a COVID-19 delayed permit hearing. The impact of COVID-19 delayed a re-start beyond 180 days, thus in October 2020 each of the
five Sunday mines were put back into Temporary Cessation. With the decline in vanadium prices during calendar year 2019, the economics
of the Sunday Mine Complex have shifted from an emphasis on vanadium production back toward co-production of uranium/vanadium.
The recent rally in uranium prices has become an increasingly important driver for scaled up production.
Western believes that its mineral resources have a reasonable
prospect for economic extraction. However, the Company has not yet completed a Preliminary Economic Assessment (“PEA”).
3
URANIUM MARKET OUTLOOK
World demand for clean, reliable, and affordable electricity is growing.
Given the expected construction of nuclear reactors and the expected growth of nuclear energy, we believe that the future for uranium
is positive. Further, 2020 production cuts in response to COVID-19 at peak sidelined approximately 50% of annual global uranium production.
In the U.S. implementation of the U.S. Uranium Reserve program and the Biden administration’s emphasis on climate change have the
potential to increase U.S. domestic uranium demand and create economic pricing levels for U.S. domestic producers. We believe these factors
will provide the price levels needed to support the additional production that will be required. Currently, excess (secondary)
inventory supplies are being drawn down, and additional primary production is forecast to be needed to fulfill the nuclear fuel requirements
of the growing global nuclear reactor fleet.
Once prices rise, it may be difficult for most suppliers to respond
in a timely manner, as it requires many years of permitting and development to bring new mines into production. These lead times will
put further upward pressure on prices. Thus, Western has a competitive advantage, as our mining properties are permitted and ready to
scale-up production on short notice.
As uranium prices have been depressed for about a decade due to overproduction
and reactor shutdowns subsequent to the impact of the 2011 Fukushima earthquake, investors are positioning in response to early signs
of a market recovery; the spot uranium price began 2020 at ~$24 and finished the year at ~$30, but had rebounded to a short-term ~$34
high in response to COVID-19 production cuts. Japanese utilities have nuclear reactors in the process of restarting (according to the
World Nuclear Association (“WNA”)). According to data from the WNA, Chinese utilities continue to aggressively build new reactors
and buy uranium, with the goal of becoming the world leader in nuclear electricity generation. In total, according to the WNA, there are
about 50 new reactors under construction in 13 countries and in all there are about 160 reactors on order or being planned, and over 300
more are proposed. It is projected that ~15 new nuclear reactors will be placed into service in 2021.
During the Trump administration, the U.S. government focused
on market distortions caused by foreign state-owned enterprises and the economic and geopolitical influence lost by allowing Russia
and China to take the lead in nuclear power. In support of the world’s largest nuclear reactor fleet, the U.S. has begun
implementing the recommendations of the Nuclear Fuel Working Group and has extended the Russian Suspension Agreement. The national
strategic uranium reserve was signed into law to stabilize the U.S. nuclear fuel cycle by supporting front-end domestic uranium
mining. The U.S. Department of Energy is establishing program guidelines to initiate 2021 purchases of $75 million of domestic
uranium. The U.S. government pursued the goals of energy independence, solidifying critical minerals supply chains and national
security. In September 2020, President Trump issued an Executive Order on Addressing the Threat to the Domestic Supply Chain from
Reliance on Critical Minerals from Foreign Adversaries. Both uranium and vanadium are among the 35 critical minerals identified
as essential to the economic and national security of the United States. This order mandated that multiple government agencies
undertake studies to develop solutions.
The Biden Administration’s “Plan to Build a Modern Sustainable
Infrastructure and an Equitable Clean Energy Future” emphasizes climate change solutions. Upon taking office, the Biden team immediately
rejoined the Paris Climate Accord and continued its pursuit of campaign promises of investments in clean energy, creating jobs producing
clean electric power, and achieving carbon-pollution free energy in electricity generation by 2035. Since taking office, Biden has reversed
a number of Trump’s pro-fossil fuel energy policies, which is expected to continue as the new administration has given all agencies
climate change initiatives and has already started a climate change working group. The existing U.S. nuclear reactor fleet currently produces
in excess of 50% of U.S. clean energy, and new advanced nuclear technologies promise to generate additional clean energy; thus, the expectation
is that the post-pandemic infrastructure spending will provide a major boost to clean energy and the nuclear industry will be a beneficiary.
A global supply/demand uranium imbalance is coming to the forefront
as the world continues to deplete the formerly excess inventories. There are many market and governmental catalysts propelling
investor expectations whose capital is flowing into the sector. Investors have taken note of constrained global uranium supplies,
improved uranium demand fundamentals, the pace of innovations in nuclear technology, and a global push for climate change solutions.
4
OVERVIEW OF THE URANIUM INDUSTRY
Spot prices rose from $21 per pound in January 2005 to a high
of $136 per pound in June 2007 in anticipation of sharply higher projected demand as a result of a resurgence in nuclear power
and the depletion of secondary supplies. Secondary supplies are inventories of uranium not publicly available for sale, they are
primarily held by utility companies and governments. The sharp price increase was driven in part by high levels of buying by utility
companies, which resulted in most utilities covering their requirements through 2009. A decrease in near-term utility demand coupled
with rising levels of supplies from producers and traders have led to downward pressure on uranium prices since the third quarter
of 2007. A rebound in uranium prices in conjunction with a recovery in commodities in 2010 was curtailed by the Fukushima disaster
in Japan.
Since the Fukushima disaster in 2011, uranium spot prices entered a
steady decline until June 2014, when they rebounded slightly and peaked again in March 2015 at $39 per pound. After that peak, prices
again began to fall steadily reaching their lowest point of $18 per pound in November 2016. In May 2020, spot prices hit a $34 per pound
price before declining to close the year at $30 per pound.
The only significant commercial use for uranium is as a fuel
for nuclear power plants for the generation of electricity. According to the WNA, at the end of June 2020, there were 440 nuclear
reactors operable worldwide, with annual requirements of about 143.3 million pounds of uranium.
From the reports of leading investment banks, the macroeconomic conditions
driving uranium prices are as follows:
Across the ten banks and analysts most active in the sector, a term
structure of rising uranium spot prices which are significantly above today’s prices are forecast almost across the board from 2020
to 2024. These projected increases are primarily due to the projected supply / demand imbalance. There has been a uranium supply reduction
from both low prices, closures, and COVID-19. Nuclear energy is a growth industry, fueled primarily by new plants with the greatest number
located in China, Russia, and India over the next 5 years. Further, small modular reactors and advanced reactors are expected to begin
coming online during the next decade. This should lead to additional demand, causing a contracting shortage, in the coming years, as historical
contracts roll-off. Recently, due to mine closures in response to COVID-19, the market price of uranium has increased sharply, in contrast
to other commodities.
Based upon these pricing factors specific to the uranium industry,
we believe that uranium prices will improve over the coming years for Western to initiate full-scale production in its best properties.
Vanadium
With the exception of the Hansen/Taylor Deposit, most of the
Company’s mining assets, including the Sunday Mine Complex, contain vanadium either as a stand-alone product or a co-product
to uranium.
Conventional and new vanadium applications include steelmaking,
aerospace, stationary energy storage, batteries, and chemicals.
When a very small amount of vanadium is added to steel the hardening
effect greatly increases its strength. And while steelmaking accounts for roughly 90% of all vanadium currently consumed, it’s
estimated that vanadium is only used in about 9% of all steels today.
In a research report, BMO Capital Markets identified a structural
change in the vanadium markets. China, the largest vanadium producer in the world, has seen supply disrupted by environmental monitoring
and rules while domestic demand was increasing. During 2017, BMO observed ferrovanadium exports falling by 30% year over year and
projected that China would become a net importer of ferrovanadium. In 2018, this forecast was validated as China which had been
a net vanadium exporter became a net vanadium importer. On the demand side, China announced a new high strength rebar standard
to increase earthquake resistance in February 2018 that became effective on November 1, 2018. On the supply side in its efforts
to fight pollution, Chinese environmental inspections resulted in the closing of dirty processes in which vanadium was recovered
as a byproduct. These policy changes were very positive for vanadium prices. As a result of these structural changes, vanadium
demand exceeded vanadium supply putting the market into a deficit and pushing the prices to all-time highs during the fourth quarter
of 2018.
5
The substantial appreciation in vanadium price during 2018 catalyzed
the Company to pursue the Sunday Mine Complex Vanadium Project during 2019.
After steelmaking, the second largest market for vanadium is
that of catalysts and chemical applications. Significant new sources of demand for vanadium are also expected to originate from
vanadium redox flow batteries (VRFB).
Section 232 National Security Investigation
of Imports of Vanadium investigation was undertaken by the U.S. Department of Commerce during 2020. After a 270 day study period
the investigation was concluded and a report submitted to President Biden on February 22, 2021. The President has 90 days to decide
if he concurs with the findings and recommendations and determine whether to take an action to mitigate the impairment of national
security.
The current vanadium market price is $7.10 per pound as of December 31,
2020 which is an increase from the December 31, 2019 price when the price was $6.10 per pound.
COMPETITION
There is global competition for uranium properties, capital,
customers and the employment and retention of qualified personnel. We compete with multiple exploration companies for both properties
as well as skilled personnel. In the production and marketing of uranium, there are a number of producing entities globally, some
of which are government controlled and several of which are significantly larger and better capitalized than we are. Several of
these organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have.
Our future uranium production may also compete with uranium
from secondary supplies, including the sale of uranium inventory held by the U.S. Department of Energy. At the current time, DOE
uranium sales have been suspended. In addition, there are numerous entities in the market that compete with us for properties and
operate in situ recovery (“ISR”) facilities. If we are unable to successfully compete for properties, capital, customers
or employees or with alternative uranium sources, it could have a material adverse effect on our results of operations.
With respect to sales of uranium, the Company competes primarily
based on price. We will market uranium to utilities and commodity brokers. We are in direct competition with supplies available
from various sources worldwide. We believe we compete with multiple operating uranium companies.
With respect to sales of vanadium, the Company will compete
primarily based upon availability and secondarily on price. There will be direct competition with primary production, secondary
production, and co-production from various companies and processors worldwide as individual entities come online or increase production
to address the supply deficit.
ENVIRONMENTAL CONSIDERATIONS AND PERMITTING
United States
Uranium extraction is regulated by the federal government, states
and, in some cases, by Indian tribes. Compliance with such regulation has a material effect on the economics of our operations
and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from federal
and state agencies before the commencement of production activities. The environmental regulatory requirements for the ISR industry
are well established. Many ISR projects have gone a full life cycle without any significant environmental impact. However, the
process can make environmental permitting difficult and timing unpredictable. Western does not plan to utilize an ISR mining process
on its properties.
Mining Permits are disclosed on a per mine
basis in the “Properties” section, below.
Reclamation and Restoration Costs and
Bonding Requirements
At the conclusion of conventional mining, a site is decommissioned
and reclaimed. Reclamation involves removing evidence of surface disturbance. The reclamation liabilities of the US mines are subject
to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory
authorities. The reclamation liability represents the Company’s best estimate of the present value of future reclamation
costs in connection with the mineral properties. The Company determined the gross reclamation liabilities at December 31, 2020
of the mineral properties to be approximately $906,811.
The Company is required by State regulatory agencies to obtain
financial surety relating to certain of its future restoration and reclamation obligations. The Company has provided performance
bonds issued for the benefit of the Company in the amount of $906,811 to satisfy such regulatory requirements.
6
ITEM 1A. RISK FACTORS
Risks Related to Our Business
Our business activities are subject to significant risks, including
those described below. Every investor or potential investor in our securities should carefully consider these risks. If any of
the described risks actually occurs, our business, financial position and results of operations could be materially adversely affected.
Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our business.
Our ability to become a successful operating mining company is
contingent on whether we can continue to access adequate operating capital and can ultimately mine our properties at a profit sufficient
to finance further mining activities and to acquire and finance additional reserves, all in spite of potentially significant fluctuations
in the market prices of uranium and vanadium.
The uranium/vanadium ore that we have mined remains stockpiled
underground at the Sunday Mine Complex. As a result, we have no saleable product and currently have no sources of operating cash.
If we cannot access additional sources of private or public capital, partner with another company that has cash resources and/or
find other means of generating revenue other than uranium or vanadium sales, we may not be able to remain in business.
Until we begin either uranium or vanadium sales, we have no
way to generate cash inflows unless we monetize certain of our assets or obtain additional financing. We can provide no assurance
that our properties will produce saleable production or that we will be able to continue to find, develop, acquire and finance
additional reserves. If we cannot monetize certain existing assets, partner with another company that has cash resources, find
other means of generating revenue other than uranium or vanadium production and/or access additional sources of private or public
capital, we may not be able to remain in business and our stockholders may lose their entire investment.
Our ability to function as an operating mining company will
be dependent on our ability to mine our properties at a profit sufficient to finance further mining activities and for the acquisition
and development of additional properties. The volatility of uranium prices makes long-range planning uncertain and raising capital
difficult.
Our ability to operate on a positive cash flow basis will be
dependent on mining sufficient quantities of uranium or vanadium at a profit sufficient to finance our operations and for the acquisition
and development of additional mining properties. Any profit will necessarily be dependent upon, and affected by, the long and short
term market prices of uranium and vanadium, which are subject to significant fluctuation. Uranium prices have been and will continue
to be affected by numerous factors beyond our control. These factors include the demand for nuclear power, political and economic
conditions in uranium producing and consuming countries, uranium supply from secondary sources and uranium production levels and
costs of production. A significant, sustained drop in uranium prices may make it impossible to operate our business at a level
that will permit us to cover our fixed costs or to remain in operation.
Evaluating our future performance may be difficult since
we have a limited financial and operating history, with significant negative cash flow and an accumulated deficit to date. Furthermore,
there is no assurance that we will be successful in securing any form of additional financing in the future, therefore substantial
doubt exists as to whether our cash resources and working capital will be sufficient to enable the Company to continue its operations
over the next twelve months. Our long-term success will depend ultimately on our ability to achieve and maintain profitability
and to develop positive cash flow from our mining activities.
As more fully described within this annual report, we acquired
our first mineral properties in November of 2014. To date, we have been acquiring additional mineral properties and raising capital.
We hold uranium projects in various stages of exploration in the States of Colorado and Utah.
As more fully described under “Liquidity and Capital Resources”
of Item 7. “Management’s Discussion and Analysis of Financial Condition and Result of Operations”, we have a
history of significant negative cash flow and net losses, with an accumulated deficit balance of $11.1 million and $8.7 million
at December 31, 2020 and 2019, respectively. We have been reliant on equity financings from the sale of our common shares and on
debt financing in order to fund our operations. We do not expect to achieve profitability or develop positive cash flow from operations
in the near term. As a result of our limited financial and operating history, including our significant negative cash flow and
net losses to date, it may be difficult to evaluate our future performance.
7
At December 31, 2020 and December 31, 2019, we had working capital
of $162,375 and $1,678,747, respectively. The continuation of the Company as a going concern is dependent upon our ability to obtain
adequate additional financing which we have successfully secured since inception. However, there is no assurance that we will be
successful in securing any form of additional financing in the future, therefore substantial doubt exists as to whether our cash
resources and working capital will be sufficient to enable the Company to continue its operations over the next twelve months.
The consolidated financial statements for the two years ended December 31, 2020 and 2019 were prepared assuming that the Company
would continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred continuing losses 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. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Our reliance on equity and debt financings is expected to continue
for the foreseeable future, and their availability whenever such additional financing is required, will be dependent on many factors
beyond our control including, but not limited to, the market price of uranium, the continuing public support of nuclear power as
a viable source of electricity generation, the volatility in the global financial markets affecting our stock price and the status
of the worldwide economy, any one of which may cause significant challenges in our ability to access additional financing, including
access to the equity and credit markets. We may also be required to seek other forms of financing, such as asset divestitures or
joint venture arrangements to continue advancing our uranium projects, which would depend entirely on finding a suitable third
party willing to enter into such an arrangement, typically involving an assignment of a percentage interest in the mineral project.
Our long-term success, including the recoverability of the carrying
values of our assets and our ability to acquire additional uranium projects and continue with exploration and pre-extraction activities
and mining activities on our existing uranium projects, will depend ultimately on our ability to achieve and maintain profitability
and positive cash flow from our operations by establishing ore bodies that contain commercially recoverable uranium and to develop
these into profitable mining activities. The economic viability of our mining activities has many risks and uncertainties. These
include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing
and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing
plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi)
significant delays, reductions or stoppages of uranium extraction activities; and (vi) the introduction of significantly more stringent
regulatory laws and regulations. Our mining activities may change as a result of any one or more of these risks and uncertainties
and there is no assurance that any ore body that we extract mineralized materials from will result in achieving and maintaining
profitability and developing positive cash flow.
Our operations are capital intensive, and we will require
significant additional financing to acquire additional uranium/vanadium projects, continue with our exploration and begin pre-extraction
activities on our existing uranium/vanadium projects.
Our operations are capital intensive and future capital expenditures
are expected to be substantial. We will require significant additional financing to fund our operations, including acquiring additional
uranium/vanadium projects, continuing with our exploration and beginning pre-extraction activities which include assaying, drilling,
geological and geochemical analysis and mine construction costs. In the absence of such additional financing, we would not be able
to fund our operations, including continuing with our exploration and pre-extraction activities, which may result in delays, curtailment
or abandonment of any one or all of our uranium projects.
Uranium/vanadium exploration and pre-extraction programs
and mining activities are inherently subject to numerous significant risks and uncertainties, and actual results may differ significantly
from expectations or anticipated amounts. Furthermore, exploration programs conducted on our uranium/vanadium projects may not
result in the establishment of ore bodies that contain commercially recoverable uranium/vanadium.
Uranium/vanadium exploration and pre-extraction programs and
mining activities are inherently subject to numerous significant risks and uncertainties, many beyond our control, including, but
not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) unusual or unexpected geological
formations; (iii) metallurgical and other processing problems; (iv) the occurrence of unusual weather or operating conditions and
other force majeure events; (v) lower than expected ore grades; (vi) industrial accidents; (vii) delays in the receipt of or failure
to receive necessary government permits; (viii) delays in transportation; (ix) availability of contractors and labor; (x) government
permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment
or processes to operate in accordance with specifications or expectations. These risks and uncertainties could result in delays,
reductions or stoppages in our mining activities; increased capital and/or extraction costs; damage to, or destruction of, our
mineral projects, extraction facilities or other properties; personal injuries; environmental damage; monetary losses; and legal
claims.
8
Success in uranium/vanadium exploration is dependent on many
factors, including, without limitation, the experience and capabilities of a company’s management, the availability of geological
expertise and the availability of sufficient funds to conduct the exploration program. Even if an exploration program is successful
and commercially recoverable uranium/vanadium is established, it may take a number of years from the initial phases of drilling
and identification of the mineralization until extraction is possible, during which time the economic feasibility of extraction
may change such that the uranium ceases to be economically recoverable. Uranium/vanadium exploration is frequently non-productive
due, for example, to poor exploration results or the inability to establish ore bodies that contain commercially recoverable uranium,
in which case the uranium project may be abandoned and written-off. Furthermore, we will not be able to benefit from our exploration
efforts and recover the expenditures that we incur on our exploration programs if we do not establish ore bodies that contain commercially
recoverable uranium/vanadium and develop these uranium/vanadium projects into profitable mining activities, and there is no assurance
that we will be successful in doing so for any of our uranium/vanadium projects.
Whether an ore body contains commercially recoverable uranium/vanadium
depends on many factors including, without limitation: (i) the particular attributes, including material changes to those attributes,
of the ore body such as size, grade, recovery rates and proximity to infrastructure; (ii) the market price of uranium, which may
be volatile; and (iii) government regulations and regulatory requirements including, without limitation, those relating to environmental
protection, permitting and land use, taxes, land tenure and transportation.
We have established the existence of mineralized materials for
uranium properties. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through
the completion of a “final” or “bankable” feasibility study for any of our uranium properties. Furthermore,
we have no current plans to establish proven or probable reserves for any of our uranium properties as it doesn’t serve a
business purpose at the present time.
We may not be able to realize anticipated benefits of
the Kinetic Separation process due to uncertainties associated with that process.
In order to utilize Kinetic Separation to process uranium/vanadium
bearing ore there are uncertainties that must be overcome which include the uncertainty as to the evolution of the regulatory framework
and technological considerations. Either may cause delays in start-up, and/or increase costs, and may preclude the realization
of the anticipated benefits of the Kinetic Separation process. Use of Kinetic Separation represents an additional processing step,
requiring additional equipment, support, material handling and a potential increase in water usage requirements.
We do not insure against all of the risks we face in our
operations.
In general, where coverage is available and not prohibitively
expensive relative to the perceived risk, we will maintain insurance against such risk, subject to exclusions and limitations.
We currently maintain insurance against certain risks including securities and general commercial liability claims and certain
physical assets used in our operations, subject to exclusions and limitations; however, we do not maintain insurance to cover all
of the potential risks and hazards associated with our operations. We may be subject to liability for environmental, pollution
or other hazards associated with our exploration, pre-extraction and extraction activities, which we may not be insured against,
which may exceed the limits of our insurance coverage or which we may elect not to insure against because of high premiums or other
reasons. Furthermore, we cannot provide assurance that any insurance coverage we currently have will continue to be available at
reasonable premiums or that such insurance will adequately cover any resulting liability.
Our inability to obtain financial surety would threaten
our ability to continue in business.
Future financial surety requirements to comply with federal
and state environmental and remediation requirements and to secure necessary licenses and approvals may increase significantly
as future development and production occurs at certain of our sites in the United States. The amount of the financial surety for
each producing property is subject to annual review and revision by regulators. We expect that the issuer of the financial surety
instruments will require us to provide cash collateral for a significant amount of the face amount of the bond to secure the obligation.
In the event we are not able to raise, secure or generate sufficient funds necessary to satisfy these requirements, we will be
unable to develop our sites and bring them into production, which inability will have a material adverse impact on our business
and may negatively affect our ability to continue to operate.
9
Acquisitions that we may make from time to time could
have an adverse impact on us.