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, 2022
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 or 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 or 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. ☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2022, the aggregate market value of the common shares
held by non-affiliates of the registrant was $38,577,380.
As of April 17, 2023, 43,602,565 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
GLOSSARY iv
GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES vi
PART I 1
ITEM 1. BUSINESS 1
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 17
ITEM 2. PROPERTIES 17
ITEM 3. LEGAL PROCEEDINGS 38
ITEM 4. MINE SAFETY DISCLOSURES 39
ITEM 6. [RESERVED] 40
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 51
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 51
ITEM 9A. CONTROLS AND PROCEDURES 52
ITEM 9B. OTHER INFORMATION. 52
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 52
PART III 53
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 53
ITEM 11. EXECUTIVE COMPENSATION 55
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 60
PART IV – OTHER INFORMATION 61
ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES 61
SIGNATURES 63
i
USE OF NAMES
As used in this Form 10-K annual report, 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 Form 10-K annual report 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.
CAUTIONARY NOTE TO INVESTORS CONCERNING DISCLOSURE
OF MINERAL RESOURCES & RESERVES
We are deemed to be a
U.S. domestic issuer for United States Securities and Exchange Commission (“SEC”) purposes, most of our shareholders are U.S.
residents, and we are required to report our financial results under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
However, because we are incorporated in Ontario, Canada and are also listed on the Canadian Securities Exchange, this Annual Report may
also contain or incorporate by reference certain disclosure that satisfies the additional requirements of Canadian securities laws that
differ from the requirements of U.S. securities laws.
On October 31, 2018,
the SEC adopted the Modernization of Property Disclosures for Mining Registrants (the “New Rule”), introducing significant
changes to the existing mining disclosure framework to better align it with international industry and regulatory practice, including
Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), a rule developed
by the Canadian Securities Administrators (the “CSA”) that establishes standards for all public disclosure an issuer makes
of scientific and technical information concerning mineral projects. The New Rule was codified as 17 CFR Subpart 220.1300 and 229.601(b)(96)
(collectively, “S-K 1300”) and replaced SEC Industry Guide 7. Pursuant to the New Rule, issuers are required to comply with
S-K 1300 as of their annual reports for the first fiscal year beginning on or after January 1, 2021.
Unless otherwise indicated,
the following terms, when used in this Form 10-K annual report, have the meanings given them in S-K 1300. The applicable S-K 1300 definitions
are copied below.
S-K 1300 Terms and
Definitions:
(1) A feasibility
study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study, as defined in S-K 1300. It must contain
mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for an investment decision or to support
project financing.
(2) The confidence
level in the results of a feasibility study is higher than the confidence level in the results of a pre-feasibility study. Terms such
as full, final, comprehensive, bankable, or definitive feasibility study are equivalent to a feasibility study.
ii
● Qualified person is an individual who is:
(1) a mineral
industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration
and in the specific type of activity that person is undertaking on behalf of the registrant; and
(2) an eligible
member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. For an organization
to be a recognized professional organization, it must:
(i)
be either:
(A)
an organization recognized within the mining industry as a reputable professional association; or
(B) a board authorized
by U.S. federal, state or foreign statute to regulate professionals in the mining, geoscience or related field;
(ii) admit
eligible members primarily on the basis of their academic qualifications and experience;
(iii) establish
and require compliance with professional standards of competence and ethics;
(iv) require
or encourage continuing professional development;
(v) have and
apply disciplinary powers, including the power to suspend or expel a member regardless of where the member practices or resides; and
(vi) provide
a public list of members in good standing.
iii
GLOSSARY
The following defined
technical terms are used in this Annual Report:
● Assay: The testing of a metal or ore to determine its ingredients and quality.
● Copper: A red-brown metal, the chemical element of atomic number 29.
● Grade: Quantity or percentage of metal per unit weight of host rock.
● Host rock: The rock containing a mineral or an ore body.
iv
● Stope: An excavation in a mine from which ore is, or has been excavated.
v
GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES
● APCD: Colorado Air Pollution Control Division
● DRMS: Colorado Division of Reclamation, Mining and Safety
● DEQ: Department of Environmental Quality.
● DWQ: The Utah Division of Water Quality.
● MLRB: Mined Land Reclamation Board of the state of Colorado.
● WQCD: Colorado Water Quality Control Division
vi
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 and the West Sunday 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 and mining operations have been restarted.
On September 16, 2015, Western completed its acquisition of Black Range,
an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed. The acquisition terms
were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range. Pursuant to the agreement,
Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”) under the Australian
Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being issued common shares of Western
on a 1 for 750 basis. On August 25, 2015, the Scheme was approved by the shareholders of Black Range and on September 4, 2015, Black Range
received approval by the Federal Court of Australia. In addition, Western issued 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 of the Company (“Seller”),
transferred his interest in a former joint venture with Ablation Technologies, LLC to Black Range. In connection with the transfer, Black
Range issued 25 million shares of Black Range common stock to Seller and committed to pay $500,000 AUD ($340,552 USD as of December 31,
2022) 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 its use, Kinetic Separation is beneficial in the following ways:
1
Kinetic Separation can be used on legacy uranium stockpiles in the
western United States, 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. At the present time, kinetically separating these legacy
stockpiles is not currently planned by the Company.
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 $1,235,000,000 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 issuer for purposes of S-K 1300. Under
S-K 1300, a mining company like ours can be classified as either an exploration stage issuer, a development stage issuer or a production
stage issuer. Exploration stage issuers are companies that are engaged in the search for mineral deposits, which are not in either the
development stage or the production stage. In order to be classified as a development stage issuer or a production stage issuer, the Company
must have already established mineral reserves. The Company has not established mineral reserves for purposes of S-K 1300.
Our mineral properties are located in western Colorado and eastern
Utah and adjacent areas of the western United States. We have committed to permitting and building our own mill to process uranium and
vanadium and incorporating Kinetic Separation into our licensing. Our primary focus is scaling up the fully permitted Sunday Mine Complex
into higher levels of mining production, the commercialization of Kinetic Separation and permitting the San Rafael Project.
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 other 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 shareholders by advancing our projects for further scaled-up mining production.
We have committed to permitting and building our own processing plant to mill uranium and vanadium and incorporating Kinetic Separation
into our licensing. Site and facility design and permitting have begun on the acquired processing plant site. During mining operations
at the Sunday Mine Complex, during the 2019/2020 and 2021/2022 periods the company utilized an outside mining contractor. During 2022,
Western changed its approach, acquiring mining equipment and vehicles and building a mining team to put in place an in-house mining capability.
During 2023, this team will continue mining operations at the Sunday Mine Complex developing the mine for future production and extracting
ore to be stockpiled underground. Future in-house mining crews will be added to assure the availability of feedstock to baseload the processing
plant.
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 January 20, 2022, the Company closed on a non-brokered private placement
of 2,495,575 units at a price of CAD $1.60 per unit. The aggregate gross proceeds raised in the private placement amounted to CAD $3,992,920.
Each unit consisted of one common share of Western plus one common share purchase warrant of Western. Each warrant entitled the holder
to purchase one common share at a price of CAD $2.50 per share for a period of three years following the closing date of the private placement.
A total of 2,495,575 common shares and 2,495,575 warrants were issued to investors, and 98,985 warrants were issued to broker dealers
in connection with 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.
Well maintained existing infrastructure from years of previous production allowed the Company to quickly advance the mine to a production
ready status.
The 2018 vanadium price rally catalyzed a project at the Sunday Mine
Complex. Western reinitiated active mining operations during the 2019/2020 Sunday Mine Complex project beginning with infrastructure and
exploratory work projects, which culminated in the commencement of production with the mining and stockpiling of the extracted uranium/vanadium
ore. The mining team refocused on surface infrastructure projects required by the DRMS before COVID-19 stoppages caused the mines to be
put back into Temporary Cessation.
During 2020, COVID-19 induced mine closures began a rally in uranium
prices. In 2021, catalysts continued to provide positive signals for uranium miners and investors. This catalyzed the 2021/2022 Sunday
Mine Complex project which commenced in July 2021. After completion of infrastructure work in this new area of the mine, exploration and
development of the GMG ore body was the first project phase. Drifting, continuous high-grade ore was intersected, which led to the mining
and underground stockpiling of over 3,000 tons of uranium/vanadium ore during the December 2021 to March 2022 period.
Thereafter, Western began the acquisition of a
full complement of mining equipment and personnel to take over mining operations. Western’s transition from employing a mining contractor
to building an in-house mining operation has now been completed. Since this transition began in spring 2022, additional employees have
been hired to support mining operations and mining equipment and vehicles have been acquired to support deployment of two (2) fully equipped
mining teams. The equipment has been prepared for operations and readied for deployment; site infrastructure upgrades have been finished.
In early 2023, the mines were reopened for ventilation and infrastructure upgrades. Mining operations are restarting in April 2023 and
will initially involve additional development of the GMG Ore Body, stockpiling of high-grade ore and underground drilling/exploration
to define additional production zones. The next project will be similar in scope but on the St. Jude Mine target areas defined during
the 2019/2020 work project.
It may be difficult for many uranium mining companies
to expand production in a timely manner in response to rising uranium prices, 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,
due to the aforementioned projects, because our mining properties can scale-up production on short notice.
The Company holds an exclusive 25-year license to use Kinetic Separation,
a proven technology that we anticipate will improve the efficiency of hauling and processing ore from Western’s sandstone-hosted
mines. The Company has proven that post-Kinetic Separation ore has 90% of the uranium mineralization of the pre-Kinetic Separation ore
in 10% of its mass. We are planning to build two Kinetic Separation machines, each with a capacity of forty tons per hour at an aggregate
cost of $2.0 million dollars. 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.
Prior to the planned processing plant becoming
licensed and operational, our in-house mining teams will be stockpiling uranium/vanadium ore. When the processing plant is constructed,
Western will become fully operational as we forecast to begin processing the accumulated stockpiled ore during late 2026.Western believes
that its mineral resources have a reasonable prospect for economic extraction. However, the Company has not completed a preliminary economic
assessment under NI 43-101 or a feasibility study or preliminary feasibility study under S-K 1300 that would be needed to establish the
existence of proven or probable reserves and has instead allocated that capital to the aforementioned mining operations at the Sunday
Mine Complex.
3
Constructing Uranium/Vanadium Processing Plant
In January 2023, the Company issued news releases announcing that it
has begun site and facility design and permitting on a property acquired in Green River, Emery County, Utah to build a state-of-the-art
mineral processing plant. The facility will be designed to recover uranium, vanadium and cobalt from conventional ore mined both from
Company mines and ore produced by other mining companies. This processing plant is expected to have a cost of approximately $50 to $60
million, and after permitting and construction the processing of uranium and vanadium ore is expected to commence in late 2026.
URANIUM MARKET OUTLOOK
World demand for clean, reliable, and affordable
electricity is growing. The future demand for uranium is expected to increase due to the construction of additional nuclear reactors around
the world. Multiple Japanese utilities have nuclear reactors in the process of restarting. 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 World Nuclear Association (WNA), there are almost 60 new reactors under construction in the world. Existing and new nuclear technologies
are receiving unprecedented support on a global basis, as a baseload electricity source with zero carbon emissions.
A uranium global supply/demand imbalance had been projected by analysts
to impact uranium prices in coming years. In 2020 COVID-19 induced mine closures and in 2021 Sprott Physical Uranium Trust (“SPUT”)
began purchasing uranium, underscoring the imbalance. Both of these catalysts have depleted excess inventories and accelerated the timing
of the supply/demand impact. Demand is increasing with new reactors being built, next generation reactors being advanced, operating reactor
life being extended, idle reactors being restarted, and nuclear phase-out plans being reversed. At a macro-level, the electrification
transition and climate change initiatives have increased global support for nuclear.
After the 2011 Fukushima nuclear accident, uranium
markets endured a decade long bear market due to excess supply created by nuclear reactor shutdowns and large quantities of new material
entering the market. In recent years, this excess supply has been depleted by utility use, production curtailments, COVID-19 induced production
suspensions, and financial buyers purchasing physical uranium (“U3O8”). A high correlation is observable between the Sprott
Physical Uranium Trust (“SPUT”) raising capital and purchasing U3O8 and uranium ETF and equity prices. During 2021, SPUT bought
23 million lbs of U3O8 with most purchases occurring during a 2.5 month window centered around September and October. As a result of SPUT’s
success, competitor physical uranium funds have been launched in Kazakhstan and Switzerland. Notably, Kazatomprom, the world’s largest
uranium producer, is both an investor and uranium supplier to the Kazakhstan clone EFT.
In 2022, geopolitical events became the main driver
of uranium markets. During January, mass government protests in Kazakhstan were suppressed by the Collective Security Treaty Organization,
a military alliance of regional allies led by Russia. Uranium markets reacted as Kazakhstan was responsible for 45% of the 2021 global
uranium production. In February, the Russian invasion of Ukraine added more volatility due to Russia’s dominant position in nuclear
fuel services including 38% of world conversion capacity and 46% of world enrichment capacity. These events led to new SPUT capital inflows
and the purchase of 12 million lbs. of U3O8 during the first quarter of 2022. In parallel, additional capital flowed into nuclear ETFs
and uranium equities through April, but began to reverse in May. This equity price action followed U3O8 spot prices which began the year
at $42, rallied to a $64 peak by mid-April before beginning to decline by mid-May. During the last nine months of 2022, SPUT became a
smaller factor as less than 6 million lbs. of U3O8 were purchased.
With equity markets having their worst year since
2008, uranium equity prices were pulled down by the general markets, despite a spike in underlying positive fundamentals. 2022 became
a transformational year for the normally staid nuclear power and physical uranium markets as the status quo was disrupted. There was a
rush on contracts for the limited available conversion and enrichment capacity which caused a price surge. Due to shrinking secondary
supplies, utilities followed by signing new uranium supply contracts that increased long-term U3O8 prices from $43 to $52 during the year.
4
The real uranium industry bull market was in the
underlying fundamentals attributable to multiple factors, including climate change, energy security, supply chain and energy scarcity
initiatives. This inflection point will likely impact markets for decades as the supply/demand imbalance has flipped from a market with
excess supply into a market with excess future demand. With the reduced availability of secondary supplies, utilities have added multi-year
contracts with mining companies for primary supply. The drivers expanding the demand for nuclear fuel include non-nuclear nations adding
nuclear power generation, nuclear nations expanding fleets and/or extending lives of existing reactors, idled nuclear reactors being re-started,
reactors being phased out and shutdowns being reversed, and the deployment of advanced reactors / SMRs. However, the challenge is in meeting
increasing demand while being constrained from sourcing new material from the world’s largest suppliers.
Russia’s invasion of Ukraine and the ensuing
global energy crisis has focused attention on security of supply and supply chain risks and has caused most of the world to re-evaluate
their dependence upon nuclear fuel exported by Russia. The dominant market position of Rosatom, Russia’s national nuclear company,
was developed through decades of government subsidies. Because of the Ukraine invasion, new contracts are largely not being signed with
Rosatom, and deliveries under existing contracts continue to be made. Future deliveries potentially could be at risk due to sanctions
/ legislation or a Russian embargo. Customer dependencies upon the Russian supply of uranium, conversion and enrichment are being addressed
slowly by governments as alternative suppliers are not currently available. A secondary concern is Kazakhstan, the world’s largest
uranium producing country and the second longest continuous land border in the world shared with Russia. The concern is Russia exerting
influence over Kazakhstan amid their currently strained relationship. Additionally, Kazatomprom has put in place infrastructure to supply
uranium to China under its 15 year plan to deploy 150 new nuclear reactors. In 2022, it has become evident that this small area of the
world has emerged to form the key drivers in the future of the global nuclear fuel cycle.
The events of 2022 have set in motion uranium market and nuclear fuel
opportunities for the next decade and beyond. There are positive catalysts across multiple levels of the nuclear fuel and uranium markets.
We believe that new demand and shifting demand will catalyze a uranium bull market that will increase uranium prices toward incentive
price levels that will drive uranium mining company production, profits and equity prices. As a result, Western continues to advance our
aforementioned operational strategy.
OVERVIEW OF THE URANIUM INDUSTRY
The only significant commercial use for uranium is as a fuel for nuclear
power plants for the generation of electricity. The global nuclear and uranium mining industries continue to benefit from the convergence
of multiple trends and increased public, political and government support due to coming new technologies, climate change initiatives,
and energy crisis shortages. These are resulting in extensions to operating lives, a large number of nuclear reactors under construction,
new builds, investments in next generation nuclear technology, and in Japan, increased urgency to re-start the nuclear reactor fleet.
The uranium market has historically been highly cyclical. In the prior
bull market, 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, which 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 led to downward pressure on uranium
prices beginning in 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. Prior to COVID-19, annual
uranium production was at its lowest in over a decade, creating a global supply deficit where production was only about two-thirds of
consumption. In May 2020, after COVID-19 related production shutdowns, spot prices hit a $34 per pound price before declining to close
the year at $30 per pound. During 2021, market participation by the Sprott Physical Uranium Trust and other secondary market uranium buyers
caused prices to rise to $42.05 per pound at December 31, 2021. Uranium prices held these levels until Russia’s invasion of Ukraine
caused uranium markets to surge. Prior to the invasion on February 24, 2022, uranium spot prices were in the $43 per pound range and rose
to slightly over $63 per pound by April 2022; an increase of ~$20 per pound and an 11-year high. Later in May 2022 and June 2022, the
spot price receded to $45 levels, before recovering to the $50 level in September 2022. In the subsequent six months, the spot price of
uranium has been range bound at $50 +/- per pound levels.
Geopolitical events, technological advances, and
the nuclear energy growth path provide favorable pricing factors specific to the uranium industry. As a result, we foresee a uranium pricing
environment which in the coming years will allow Western to initiate full-scale production in its best properties. This had led us to
accelerate our recent scaling-up of mining operations.
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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. After steelmaking, the second largest market for vanadium is that of catalysts
and chemical applications. A significant new source of demand for vanadium is from vanadium redox flow batteries (VRFB) as their adaptation
grows with the stationary storage market.
In 2018 there was structural change in the vanadium markets that caused
prices to spike. China, the largest vanadium producer in the world, had supply disrupted by environmental monitoring and rules while domestic
demand was increasing. China, which had been a net vanadium exporter, flipped and 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 caused a shortage and led to a surge in vanadium prices to all-time
highs during the fourth quarter of 2018. Vanadium closed on December 31, 2018 at $23.15, but owing to a Chinese extension in the implementation
of the new rebar standard, prices plunged to close on December 31, 2019 at $5.25. Notably, the substantial price appreciation in vanadium
delayed the adaptation of VRFB applications as these batteries were no longer considered to be cost competitive.
A Section 232 National Security Investigation of Imports of Vanadium
was undertaken by the U.S. Department of Commerce (“DoC”) during 2020 and submitted to President Biden on February 22, 2021.
The President had 90 days to decide if he concurred with the findings and recommendations and determine whether to take an action to mitigate
the impairment of national security. No action was taken.
The vanadium market price was $8.90 per pound as of December 31, 2022,
which was an increase from the December 31, 2021 price of $8.70 per pound. During the first quarter of 2023, vanadium prices rallied with
commodities closing at a high of $10.10 on February 28, 2023.
COMPETITION
There is global competition for uranium/vanadium properties, ore processing
mills, capital, customers and the employment and retention of qualified personnel. We compete with multiple exploration companies for
all of these things. In the production and marketing of uranium and vanadium, 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 DoE. 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.
Western aims to possess a strategic advantage
by completing the construction of its own uranium and vanadium mill during 2026. The Company will have its own mining teams, equipment
and infrastructure, which will dramatically reduce its operational costs and increase margin. Moreover, by using Kinetic Separation, we
expect the cost of production of uranium to be reduced by approximately 40%.
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.
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ENVIRONMENTAL CONSIDERATIONS AND PERMITTING
United States
Uranium extraction is regulated by the federal government, states and,
in some cases, by Native American 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 U.S. 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, 2022 of the mineral properties to
be approximately $751,000.
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 $751,000 to satisfy such regulatory requirements.
EMPLOYEES
As of December 31, 2022, we had ten full-time employees. Additional
employees have been subsequently added in 2023 to fully staff the in-house mining team.
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 and
monetize the uranium and vanadium processed at our mill on a profitable basis, and can then leverage those proceeds 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.
We expect to generate operating losses for the next several years as
we incur expenses to scale up mining at our Sunday Mine Complex. During the year ended December 31, 2022, we generated a net loss of $713,767.
This loss was offset by the margin of approximately $3.2 million earned on the delivery of 125,000 pounds of natural uranium concentrate.
As of December 31, 2022, we had an accumulated deficit of $13,875,263 and working capital of $9,568,963.
The Company’s ability to continue its planned
operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management’s
plans include seeking to procure additional funds through debt and equity financings, to secure regulatory approval to fully utilize its
Kinetic Separation technology, to scale up its mining operations at Sunday Mine Complex, to construct its own ore processing mill that
is expected to be licensed to utilize Kinetic Separation, and to initiate the processing of ore to generate operating cash flows.
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 fully realize our planned operations.
Until we can produce and sell sufficient amounts of uranium and/or
vanadium, we will have no way to generate adequate cash inflows except by monetizing certain of our assets, partnering with third parties
that are better financed or obtaining additional financing of our own. 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 mineral resources. 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
shareholders may lose their entire investment.
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Our ability to function as an operating mining company will be dependent
on our ability to mine our properties and permit, build and operate our mill 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, operate our mill profitably 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 additional sources of capital sufficient to support our planned operations. As
such, substantial doubt exists as to whether our cash resources and working capital will be sufficient to fund our planned operations
over the next twelve months. Our long-term success will depend ultimately on our ability to raise additional capital, to achieve and maintain
operational profitability and to develop positive cash flows 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. In addition, in July 2023, we announced our plans
to permit and develop a mill for the processing of uranium and vanadium.
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 flows and net losses, with an accumulated deficit balance of $13.9 million and $13.2 million at December
31, 2022 and 2021, respectively. We have been reliant on royalty revenues and equity financings from the sale of our common shares in
order to fund our operations. We do not expect to achieve profitability or develop positive cash flows from operations in the near term.
As a result of our limited financial and operating history, including our significant negative cash flows and net losses to date, it may
be difficult to evaluate our future performance.
At December 31, 2022 and 2021, we had working capital of $9,568,963
and $4,492,169, respectively. The continuation of the Company as a going concern is dependent upon our ability to obtain adequate additional
financing. 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 years ended December 31, 2022 and 2021 were prepared
assuming that the Company would 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. The availability of such funds 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, 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