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.
From time to time, we examine opportunities to acquire additional
mining assets and businesses. Any acquisition that we may choose to complete may be of a significant size, may change the scale
of our business and operations, and may expose us to new geographic, political, operating, financial and geological risks. Our
success in our acquisition activities depends on our ability to identify suitable acquisition candidates, negotiate acceptable
terms for any such acquisition, and integrate the acquired operations successfully with those of our Company. Any acquisitions
would be accompanied by risks which could have a material adverse effect on our business. For example, there may be a significant
change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio;
a material ore body may prove to be below expectations; we may have difficulty integrating and assimilating the operations and
personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the
combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired
business or assets may disrupt our ongoing business and our relationships with employees, customers, suppliers and contractors;
and the acquired business or assets may have unknown liabilities which may be significant. In the event that we choose to raise
debt capital to finance any such acquisition, our leverage will be increased. If we choose to use equity as consideration for such
acquisition, existing shareholders may suffer dilution. Alternatively, we may choose to finance any such acquisition with our existing
resources. There can be no assurance that we would be successful in overcoming these risks or any other problems encountered in
connection with such acquisitions.
The uranium industry is subject to numerous stringent
laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make
these laws, regulations and standards more stringent, it may require capital outlays in excess of those anticipated or cause substantial
delays, which would have a material adverse effect on our operations.
Uranium exploration and pre-extraction programs and mining activities
are subject to numerous stringent laws, regulations and standards at the federal, state, and local levels governing permitting,
pre-extraction, extraction, exports, taxes, labor standards, occupational health, waste disposal, protection and reclamation of
the environment, protection of endangered and protected species, mine safety, hazardous substances and other matters. Our compliance
with these requirements requires significant financial and personnel resources.
The laws, regulations, policies or current administrative practices
of any government body, organization or regulatory agency in the United States or any other applicable jurisdiction, may change
or be applied or interpreted in a manner which may also have a material adverse effect on our operations. The actions, policies
or regulations, or changes thereto, of any government body or regulatory agency or special interest group, may also have a material
adverse effect on our operations.
Uranium exploration and pre-extraction programs and mining activities
are subject to stringent environmental protection laws and regulations at the federal, state, and local levels. These laws and
regulations, which include permitting and reclamation requirements, regulate emissions, water storage and discharges and disposal
of hazardous wastes. Uranium mining activities are also subject to laws and regulations which seek to maintain health and safety
standards by regulating the design and use of mining methods. Various permits from governmental and regulatory bodies are required
for mining to commence or continue, and no assurance can be provided that required permits will be received in a timely manner.
Our compliance costs including the posting of surety bonds associated
with environmental protection laws and regulations and health and safety standards have been significant to date, and are expected
to increase in scale and scope as we expand our operations in the future. Furthermore, environmental protection laws and regulations
may become more stringent in the future, and compliance with such changes may require capital outlays in excess of those anticipated
or cause substantial delays, which would have a material adverse effect on our operations.
To the best of our knowledge, our operations are in compliance,
in all material respects, with all applicable laws, regulations and standards. We may not be able or may elect not to insure against
the risk of liability for violations of such laws, regulations and standards, due to high insurance premiums or other reasons.
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. However, we cannot provide any assurance that such insurance will continue to
be available at reasonable premiums or that such insurance will be adequate to cover any resulting liability.
We may not be able to obtain, maintain or amend rights,
authorizations, licenses, permits or consents required for our operations.
Our exploration and mining activities are dependent upon the
grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment of these rights,
authorizations, licenses, permits and consents already granted, which may be granted for a defined period of time, or may not be
granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations,
licenses, permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will
not be withdrawn or made subject to limitations.
10
Closure and remediation costs for environmental liabilities
may exceed the provisions we have made.
Natural resource companies are required to close their operations
and rehabilitate the lands in accordance with a variety of environmental laws and regulations. Estimates of the total ultimate
closure and rehabilitation costs for uranium operations are significant and based principally on current legal and regulatory requirements
and closure plans that may change materially. Any underestimated or unanticipated rehabilitation costs could materially affect
our financial position, results of operations and cash flows. Environmental liabilities are accrued when they become known, are
probable and can be reasonably estimated. Whenever a previously unrecognized remediation liability becomes known, or a previously
estimated reclamation cost is increased, the amount of that liability and additional cost will be recorded at that time and could
materially reduce our consolidated net income in the related period.
The laws and regulations governing closure and remediation in
a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions
which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position
or results of operations.
Major nuclear incidents may have adverse effects on the
nuclear and uranium industries.
The nuclear incident that occurred in Japan in March 2011 had
significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it may have
further adverse effects for both industries. Public opinion of nuclear power as a source of electricity generation may be adversely
affected, which may cause governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon
current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any one of these occurrences
has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market
prices for uranium, adversely affecting the Company’s operations and prospects. Furthermore, the growth of the nuclear and
uranium industries is dependent on continuing and growing public support of nuclear power as a viable source of electricity generation.
The marketability of uranium concentrates will be affected
by numerous factors beyond our control which may result in our inability to receive an adequate return on our invested capital.
The marketability of uranium concentrates extracted by us will
be affected by numerous factors beyond our control. These factors include macroeconomic factors, fluctuations in the market price
of uranium, governmental regulations, land tenure and use, regulations concerning the importing and exporting of uranium and environmental
protection regulations. The future effects of these factors cannot be accurately predicted, but any one or a combination of these
factors may result in our inability to receive an adequate return on our invested capital.
The only significant market for uranium is nuclear power
plants world-wide, and there are a limited number of customers.
We are dependent on a limited number of electric utilities that
buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly produced uranium
by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.
The price of alternative energy sources affects the demand
for and price of uranium.
The attractiveness of uranium as an alternative fuel to generate
electricity may be dependent on the relative prices of oil, gas, wind, solar, coal and hydro-electricity and the possibility of
developing other low-cost sources of energy. If the prices of alternative energy sources decrease or new low-cost alternative energy
sources are developed, the demand for uranium could decrease, which may result in a decrease in the price of uranium.
The title to our mineral property interests may be challenged.
Although we have taken reasonable measures to ensure proper
title to our interests in mineral properties and other assets, there is no guarantee that the title to any of such interests will
not be challenged. No assurance can be given that we will be able to secure the grant or the renewal of existing mineral rights
and tenures on terms satisfactory to us, or that governments in the jurisdictions in which we operate will not revoke or significantly
alter such rights or tenures or that such rights or tenures will not be challenged or impugned by third parties, including local
governments, aboriginal peoples or other claimants. Our mineral properties may be subject to prior unregistered agreements, transfers
or claims, and title may be affected by, among other things, undetected defects. A successful challenge to the precise area and
location of our claims could result in us being unable to operate on our properties as permitted or being unable to enforce our
rights with respect to our properties.
11
Due to the nature of our business, we may be subject to
legal proceedings which may divert management’s time and attention from our business and result in substantial damage awards.
Due to the nature of our business, we may be subject to numerous
regulatory investigations, securities claims, civil claims, lawsuits and other proceedings in the ordinary course of our business.
The outcome of these lawsuits is uncertain and subject to inherent uncertainties, and the actual costs to be incurred will depend
upon many unknown factors. We may be forced to expend significant resources in the defense of these suits, and we may not prevail.
Defending against these and other lawsuits in the future may not only require us to incur significant legal fees and expenses,
but may become time-consuming for us and detract from our ability to fully focus our internal resources on our business activities.
The results of any legal proceeding cannot be predicted with certainty due to the uncertainty inherent in litigation, the difficulty
of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal. There can
be no assurances that these matters will not have a material adverse effect on our business, financial position or operating results.
Competition from better-capitalized companies affects
prices and our ability to acquire both properties and personnel.
There is global competition for uranium properties, capital,
customers and the employment and retention of qualified personnel. In the production and marketing of uranium, there are a number
of producing entities, some of which are government controlled and all of which are significantly larger and better capitalized
than we are. Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources
than we have.
Our future uranium production will also compete with uranium
recovered from the de-enrichment of highly enriched uranium obtained from the dismantling of United States and Russian nuclear
weapons and imports to the United States of uranium from the former Soviet Union and from the sale of uranium inventory held by
the United States Department of Energy. In addition, there are numerous entities in the market that compete with us for properties
and are attempting to become licensed to operate ISR and/or underground mining facilities. If we are unable to successfully compete
for properties, capital, customers or employees or with alternative uranium sources, it could have a materially adverse effect
on our results of operations.
Because we have limited capital, inherent mining risks
pose a significant threat to us compared with our larger competitors.
Because we have limited capital we may be unable to withstand
significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents,
flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand.
Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties,
personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.
Our business could be harmed if we lose the services of our key personnel.
Our business and mineral exploration programs depend upon our
ability to employ the services of geologists, engineers and other experts. In operating our business and in order to continue our
programs, we compete for the services of professionals with other mineral exploration companies and businesses. In addition, several
entities have expressed an interest in hiring certain of our employees. Our ability to maintain and expand our business and continue
our exploration programs may be impaired if we are unable to continue to employ or engage those parties currently providing services
and expertise to us or identify and engage other qualified personnel to do so in their place. To retain key employees, we may face
increased compensation costs, including potential new stock incentive grants and there can be no assurance that the incentive measures
we implement will be successful in helping us retain our key personnel.
If we fail to maintain proper and effective internal controls,
our ability to produce accurate and timely consolidated financial statements could be impaired, which could harm our operating
results, our ability to operate our business and investors’ views of us.
Ensuring that we have adequate internal financial and accounting
controls and procedures in place so that we can produce accurate consolidated financial statements on a timely basis is a costly
and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires public companies
to conduct an annual review and evaluation of their internal controls. The Company is in the process of reviewing its internal
control over financial reporting in the interest of complying with Section 404 of the Sarbanes-Oxley Act. Our failure to maintain
the effectiveness of our internal controls in accordance with the requirements of the Sarbanes-Oxley Act could have a material
adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which
could have an adverse effect on the price of our common shares.
12
The Company may be subject to certain tax consequences
in its business, which may increase the cost of doing business.
The Company may not be able to structure its acquisitions to
result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain
business combinations with the Company or result in being taxed on consideration received in a transaction.
The COVID-19 coronavirus could adversely impact our business,
including our mine development plans.
In December 2019, a novel strain of coronavirus, COVID-19, was
reported to have surfaced in Wuhan, China. Since then, the COVID-19 coronavirus has spread to multiple countries, including the
United States. As the COVID-19 coronavirus continues to spread in the United States, we may experience disruptions that could
severely impact our business, including:
The global outbreak of the COVID-19 coronavirus continues to
rapidly evolve. The extent to which the COVID-19 coronavirus may impact our business will depend on future developments, which
are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration
of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business
disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.
Risks Related to Our Stock
If we are unable to raise additional capital, our business
may fail and stockholders may lose their entire investment.
We had $565,250 and $2,084,782 in cash at December 31, 2020
and December 31, 2019, respectively. There can be no assurance that we will be able to obtain additional capital after we exhaust
our current cash. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the
issuance of such securities would likely result in substantial dilution to existing stockholders. If we borrow money, we will have
to pay interest and may also have to agree to restrictions that limit our operating flexibility.
If additional capital is not available in sufficient amounts
or on a timely basis, we will experience liquidity problems, and we could face the need to significantly curtail current operations,
change our planned business strategies and pursue other remedial measures. Any curtailment of business operations would have a
material negative effect on operating results, the value of our outstanding stock is likely to fall, and our business may fail,
causing our stockholders to lose their entire investment.
Shareholders could be diluted if we were to use common
shares to raise capital.
We may need to seek additional capital to carry our business
plan. This financing could involve one or more types of securities including common shares, convertible debt or warrants to acquire
common shares. These securities could be issued at or below the then prevailing market price for our common shares. Any issuance
of additional common shares could be dilutive to existing stockholders and could adversely affect the market price of our common
shares.
13
The Company’s common shares may be traded infrequently
and in low volumes, which may negatively affect the ability to sell shares.
The Company’s common shares may trade infrequently and
in low volumes on both the CSE and OTCQX, meaning that the number of persons interested in purchasing our common shares at or near
bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors,
including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors
and others in the investment community who can generate or influence sales volume, and that even if we came to the attention of
such institutionally oriented persons, they tend to be risk-averse in this environment and would be reluctant to follow an early
stage company such as ours or purchase or recommend the purchase of our shares until such time as we became more advanced and viable.
As a consequence, there may be periods of several days or more when trading activity in the Company’s shares is minimal or
non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support
continuous sales without an adverse effect on share price. The Company cannot give you any assurance that a broader or more
active public trading market for our common shares will develop or be sustained. Due to these conditions, we can give you
no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to
liquidate your shares. Further, institutional and other investors may have investment guidelines that restrict or prohibit
investing in securities traded in the over-the-counter market. These factors may have an adverse impact on the trading and
price of our securities, and could result in the loss by investors of all or part of their investment.
The Company’s common share price may be volatile.
The future trading price of the Company’s common shares
may be volatile and may fluctuate substantially. The price of the common shares may be higher or lower than the price you pay for
your shares, depending on many factors, some of which are beyond the Company’s control and may not be directly related to
its operating performance. These factors include the following:
● price and volume fluctuations in the overall stock market from time to time;
● the emergence of new competitors;
● commencement of, or our involvement in, litigation;
● dilutive issuances of our common shares or the incurrence of additional debt;
● adoption of new or different accounting standards;
● loss of a major funding source; or
● departures of key personnel.
Due to the continued potential volatility of its stock price,
the Company may be the target of securities litigation in the future. Securities litigation could result in substantial costs and
divert management’s attention and resources from the business.
14
The sale of shares by our directors and officers may adversely
affect the market price for our shares.
Sales of significant amounts of common shares held by our officers
and directors, or the prospect of these sales, could adversely affect the market price of our common shares. Management’s
stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
We have never paid or declared any dividends on our common
shares.
We have never paid or declared any dividends on our common shares
or preferred stock. Likewise, we do not anticipate paying, in the near future, dividends or distributions on our common shares.
Any future dividends on common shares will be declared at the discretion of our board of directors and will depend, among other
things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate.
Our Chief Executive Officer is one of our largest stockholders,
and as a result he can exert control over us and have actual or potential interests that may diverge from yours.
George Glasier, our CEO, beneficially owns, in the aggregate, about
14.2% of our common shares. As a result, Mr. Glasier might be able to influence many matters requiring stockholder approval, including
the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have
the effect of delaying, preventing or deterring a change in control, and could deprive our stockholders of an opportunity to receive a
premium for their common shares as part of a sale of our company and may affect the market price of our stock.
Furthermore, Mr. Glasier may have interests that diverge from
those of other holders of our common shares. As a result, Mr. Glasier may vote the shares he owns or controls or otherwise cause
us to take actions that may conflict with your best interests as a stockholder, which could adversely affect our results of operations
and the trading price of our common shares. Through this control, Mr. Glasier can control our management, affairs and all matters
requiring stockholder approval, including the approval of significant corporate transactions, a sale of our company, decisions
about our capital structure and the composition of our Board of Directors.
ITEM 1B. UNRESOLVED STAFF
COMMENTS
None
15
ITEM 2. PROPERTIES
Company headquarters is maintained through a lease at 330 Bay
Street, Suite 1400, Toronto, Ontario, Canada M5H 2S8.
An operations facility is rented at 31617 Hwy 90 Road, Nucla,
Colorado, USA 81424 which houses the Kinetic Separation units and an office.
1. Sunday Mine Complex
2. San Rafael
3. Sage
4. Dunn
6. Hansen/Taylor Ranch
7. Bullen Property
16
PROPERTIES
We have no proven or probable reserves. However, as a company
incorporated in Canada we have provided below resources qualifying under National Instrument 43-101, for our Sunday Mines Complex
and our San Rafael Uranium Project.
On September 16, 2015, in connection with the Black Range Transaction,
the Company acquired additional mineral properties. The mining assets acquired through Black Range included assets in the states
of Colorado, Wyoming and Alaska. None of these mining assets are operational at this time. As these properties have not formally
established proven or probable reserves, there may be greater inherent uncertainty as to whether or not any mineralized material
can be economically extracted as originally planned and anticipated.
The Company’s mining properties acquired on August 18,
2014 that the Company retains as of December 31, 2019, include: San Rafael Uranium Project located in Emery County, Utah; The Sunday
Mine Complex located in western San Miguel County, Colorado; The Van 4 Mine located in western Montrose County, Colorado; The Sage
Mine project located in San Juan County, Utah, and San Miguel County, Colorado USA, and the Dunn Project located in San Juan County,
Utah.
The Company’s mining properties acquired on September 16, 2015 that
the Company retains as of December 31, 2019, include Hansen, North Hansen, Hansen Picnic Tree, and Taylor Ranch, located in Fremont and
Teller Counties, Colorado. The Company also acquired the Keota project located in Weld County, Colorado, and Ferris Haggerty located in
Carbon County, Wyoming.
The near term plan for the Company’s resources is to mine
initially at the Sunday Complex. The Sunday Mine Complex is an advanced stage property with a significant drilling and production
history. Mining and drilling occurred contemporaneously from the 1950’s through the mid 1980’s. From the 1980’s
to the present, mining and drilling occurred only sporadically, typically when uranium or vanadium prices were high. The last provious
mining interval was from 2006 to 2009, and based on the available records, only in 2009 did surface any drilling take place since
mid-1980. Past operators have generated abundant geologic and mining data and there are open faces underground that show mineralized
zones.
Near term exploration is not needed because the underground
infrastructure has been already developed.
1. Sunday Mines Complex
The Property
The Sunday Mine Complex
is located in western San Miguel County and is part of the Uravan Mineral Belt. The property is situated 25 miles north of Dove
Creek, Colorado, on the north flank of Disappointment Valley and portions of Big Gypsum Valley. Energy Fuels Resources (USA) Inc.
(“EFR”) acquired the property in June 2012 from Denison Mines Corp. The complex consists of five individual mines with
mine workings located along a two mile stretch of the southern side of Big Gypsum Valley, with underground workings extending generally
south, with associated vents and surface facilities. The mines are, from east to west: Sunday, Carnation, Saint Jude, West Sunday,
and Topaz. The mines were last previously actively mined from 2007 to 2009.
The property consists of 221 unpatented
claims on public land managed by the U.S. Bureau of Land Management (“BLM”) Tres Rios Field Office, covering
approximately 3,800 acres. The area covers parts of sections 10, 13, 14, 15, 23, 24, and 26 T44N
R18W, and sections 18, 19, 20, and 30 T44N R17W. Total annual BLM claim maintenance fee are approximately $34,255 due
September 1st each year. The property has access to grid power and has a natural underground source of water due to an aquifer.
As a mine that has produced in the recent past, the Sunday Mine Complex has a robust infrastructure. The roads are all-weather,
electric power is grid-tied, surface facility structures that meet Colorado State standards exist, and water is present. During
2019, a mine re-opening project was implemented 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 stock piled underground in the mine. Each
of the five associated mining permits are in Temporary Cessation status.
GMG, Sunshine, and Patsun claims
(totaling twenty claims in the northeast portion of the property) carry a 12.5% royalty on all ore produced.
Accessibility
The property is best accessed from
Colorado. Access from Colorado is via State Highway 141 east out of Naturita, CO for about 3.7 mi (6 km) until the 141/145 Highway
junction, then about 22.4 mi (36 km) south on Hwy 141, then about 6.2 mi (10 km) northwest on County Road 20R (Gypsum Valley Road).
The State Highway 141 is a paved all-weather road and the County Road 20R is a gravel road passable in all but the worst weather.
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History
The Sunday Mine Complex consists of
six different mines. These are the Topaz, West Sunday, Sunday, St. Jude, Carnation, and the GMG. The mines have had a number of
owners and operators. Maps and documents made available to the author show that the following companies have been involved in the
all or parts of the property prior to WUC acquisition of the SMC in April 2014: Matterhorn Mining (1950’s-1960’s, Climax
Uranium 1960’s, Union Carbide Corporation (UCC) 1970’s-1980’s, Atlas Minerals (1980’s), Energy Fuels Nuclear
(early 1990’s), International Uranium Corp. (1990’s-2000’s), Denison Mines (USA) (2000’s), and Energy Fuels
(2010’s). The documents are incomplete as so this list may be as well. Since UCC days, the ownership has been clear. In 1983
Union Carbide transferred its mineral interests to UMETCO, a wholly-owned subsidiary. For the sake of consistency, the name Union
Carbide will be used even if technically the ownership was UMETCO at the time.
Records made available by the Company
and a search of public documents on-line indicates exploration drilling starting on the property in the early 1950’s. Two
Defense Minerals Exploration Administration (DMEA) reports, one on the Sunday area and the other on the Topaz area, indicated some
drilling and minor surface extraction had occurred by the mid 1950’s (DMEA, 1953 & 1956). Additionally, historic
maps of the area show the Sunday mines in operation in the 1950’s (Denison Mines, 2008).
The records & anecdotal evidence
indicate that from the mid-1960’s until the early 1980’s, the SMC produced material from relatively steady ongoing
mining operations. These ceased in 1984 when Union Carbide closed their Uravan mill. Since then, the property has been idle, with
the exception of brief periods in the late 1980’s when UCC mined for a short time during a spike in vanadium prices, in the
mid-1990’s with International Uranium Corporation and another one in 2006-2009 when Denison Mines extracted ore from the
mine. During all three periods, the ore was processed at the White Mesa Mill located just south of Blanding, UT.
Exploration and development drilling
on the property was contemporaneous with the mining. The available database records show that at least 1,419 holes have been drilled
on the property. This is an incomplete list, as an examination of the available maps and cross-sections show a number of holes
that are not in the database. A best estimate for total distance drilled is about 850,100 ft (259,175 m). Anecdotal evidence and
some maps also give evidence that underground long holes (test holes drilled from the mine workings anywhere from 50 ft (15 m)
to 300 ft (91 m) long) were used extensively throughout the mined areas.
The 2-D digitized mine workings, done
by Denison Mines show extensive stopping and drifting within parts of the SMC. Generational mine maps indicate that more mine workings
exist than are shown in the digital database. A very conservative rough estimate of the linear mine workings based on the digital
database is in excess of 50,000 ft (15,244 m) with many stopes. Figure 6.2.1 shows the known drill hole and mine working locations.
Based on the records and on field inspection,
it is evident that the Property has a significant history of drill exploration and mine development.
Anthony R. Adkins, P. Geol., LLC was
commissioned by Western Uranium & Vanadium to prepare an Independent Technical Report compliant with the Canadian National
Instrument 43-101 on the Sunday Mine Complex Uranium (SMC) Project, an advanced-stage uranium property. The report was finalized
on July 7, 2015 and filed on sedar.com on July 16, 2015.
The report states that the Sunday Mine Complex has Measured
and Indicated Resources of 203,217 tons grading at 0.25% U3O8 containing 1,007,803 lbs U3O8 and Inferred Resources of 264,604 tons
grading at 0.36% containing 1,906,081 lbs U3O8. This Technical Report resource is an historic estimate under NI 43-101. The historic
mineral resource estimate was calculated by the area of influence method, which is a common way for resources in the Uravan Mineral
Belt to be estimated.
The Sunday Mine Complex Technical Report filed by Western Uranium &
Vanadium estimates mineral resources and not reserves. That report does not use categories other than “mineral resources”
and “mineral reserves”, and the Sunday Mine Complex property was reported as having no reserve quality mineralization.
There is no more recent or available data on the Sunday Mine Complex project resource than that of the Western Uranium &
Vanadium Technical Report from 2015. In order to disclose the historic resource as current, the Company needs to have completed
and filed an NI 43-101 technical report on sedar.com which includes discussion on the reasonable prospect for economic extraction
of the mineral resource. A qualified person (as understood under NI 43-101) has not done sufficient work to classify the historical
estimate as current mineral resources or mineral reserves, and the Company is not treating the historical estimate as current mineral
resources or mineral reserves. In order to upgrade or verify the historical estimate provided by the Western Uranium &
Vanadium Technical Report, the Company would have to engage a qualified person to, among other things, take account of any exploration
or other work on the Sunday Mine Complex since the date of the historical estimate and otherwise produce a report under NI 43-101.
Project Geology
Geologically, the main hosts for uranium-vanadium mineralization
in the Sunday Mine Complex are fluvial sandstone beds assigned to the upper part of the Salt Wash Member of the Jurassic Morrison
Formation, with minor production coming from conglomeratic sandstones assigned to the lower portion of the Brushy Basin Member
of the Morrison Formation. Mineralization from both members is present at the property, with the mine production coming from the
Salt Wash Member. Beds generally strike NW-SE and dip SW, with some exceptions within fault bounded blocks adjacent to Big Gypsum
Valley.
18
Restoration and Reclamation
Each of the mines are permitted separately
with the DRMS and are considered to be in temporary cessation status. The mines and their permitted acres and financial warranties are,
from east to west, the Sunday (60 acres, $330,242), Carnation (9.8 acres, $40,245), Saint Jude (9.8 acres, $69,828 ), West Sunday (12.1
acres, $85,036), and Topaz (30 acres, $99,893).
Permitting Status
The air permits for the site are currently
being renewed with APCD. A Stormwater permit is in place with the WQCD and a Stormwater Management Plan is in effect.
However, a mine water treatment plant will need to be permitted for treating mine water, as there is currently 55 million gallons of water
in the lower portion of the mine where most of the remaining resource is located. This will require a discharge permit with the DWQC and
revisions to the Plan of Operations, EPP, and one of the DRMS mine permits. Special Use Permits are also in place with San Miguel County,
which mainly address road maintenance and transportation issues with some limitations in effect on when and how many trucks may be used
for ore haulage to the mill. On February 4, 2020, the Colorado DRMS sent a Notice of Hearing to Declare Termination of Mining Operations
to Western for the Sunday Mine Complex. At issue is the application of an unchallenged Colorado Court of Appeals Opinion for a separate
mine, with very different facts that is retroactively modifying DRMS rules and regulations. The Company maintains that it was timely in
meeting existing rules and regulations. A permit hearing was scheduled for October 21, 2020 to determine temporary cessation status. In
a unanimous vote, the MLRB approved temporary cessation status for each of the five Sunday Mine Complex permits (Sunday, West Sunday,
St. Jude, Carnation, and Topaz). On October 9, 2020, the MLRB issued a board order which finalized the findings of the July 22, 2020 permit
hearing. On November 12, 2020, a coalition of environmental groups filed a lawsuit against the MLRB seeking a partial appeal of the July
22, 2020 decision by requesting termination of the Topaz Mine permit. The Company anticipates joining with the MLRB in defense of their
July 22, 2020 decision.
Major permits currently in place at the Sunday Complex include:
● West Sunday Plan of Operations COC 52049 (BLM)
● Sunday, St. Jude and Carnation Plan of Operations COC-53227 (BLM)
● Resolution #1997-18 Mine Permit (San Miguel County)
● Resolution 2007-34 Topaz and Sunday Expansion (San Miguel County)
● Resolution 2008-41 Increased Ore Haulage (San Miguel County)
● Road & Bridge Special Construction Permit (SCP) 06-14 (San Miguel County)
19
2. San Rafael
The Property
The San Rafael Uranium Project land position is comprised of
a contiguous claim block covered by 136 BM unpatented federal lode mining claims and 10 Hollie unpatented federal lode mining claims.
The San Rafael Project is located in the historic Tidwell District
about 10 miles west of Green River, Utah. Most of the property is north of Interstate Highway 70 at the Hanksville exit.
Energy Fuels became operator of the San Rafael Project when
it acquired Magnum Minerals in June 2009. It consisted of two core uranium deposits, the Deep Gold and the Down Yonder. In January
2011, EFR acquired the 10 Hollie claims from Titan Uranium. These claims covered the eastern portion of the Deep Gold deposit,
greatly increasing resources. WUC acquired the property from Energy Fuels and currently holds the 146 claims in the project area.
The San Rafael Uranium Project is currently being held as a
property that is exploratory in nature with no identified reserves. Exploration and mining plans have not been prepared for the
project. Western Uranium & Vanadium Corp. has not yet undertaken any development work at the property. Power and water
sources have not yet been formally assessed.
Magnum’s acquisition of the claims and some of the data
Magnum purchased encumbers the claims. This includes a 2% Net Smelter Return royalty to Uranium One, successor to Energy Metals
for claims acquired by Magnum as earn-in to a JV, and a 2% net sales price royalty to Kelly Dearth on the BM claims. There is no
royalty on the Hollie claims.
The unpatented claims are located on approximately 2,900 acres
of land administered by the U.S. Bureau of Land Management in sections 13, 14, 23, 24, 25, 26, and 35, T21S, R14E, SLPM, Emery
County, Utah. Holding cost $22,630 due to BLM for claim maintenance fees prior to September 1 each year.
20
Accessibility
The property is located on the eastern side of the San Rafael
Swell in east-central Utah, approximately 140 air miles southeast of Salt Lake City. The little desert community of Green River,