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, 2025
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)
5 Church Street Toronto, Ontario, Canada M5E 1M2
(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 Act. Yes ☐ No ☒
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 (§ 232.405
of this chapter) 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, 2025, the last business day of
the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common shares
held by non-affiliates of the registrant was approximately $31.5 million, based on the closing price of the registrant’s common
shares of $0.59 per share.
As of April 14, 2026, 71,853,888
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 v
GLOSSARY OF REGULATORY AGENCIES AND EXCHANGES vii
PART I 1
ITEM 1. BUSINESS 1
ITEM 1A. RISK FACTORS 14
ITEM 1B. UNRESOLVED STAFF COMMENTS 25
ITEM 1C. CYBERSECURITY 26
ITEM 2. PROPERTIES 27
ITEM 3. LEGAL PROCEEDINGS 46
ITEM 4. MINE SAFETY DISCLOSURES 46
ITEM 6. [RESERVED] 47
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 60
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 60
ITEM 9A. CONTROLS AND PROCEDURES 60
ITEM 9B. OTHER INFORMATION. 61
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 61
PART III 62
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 62
ITEM 11. EXECUTIVE COMPENSATION 65
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 71
ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES 72
SIGNATURES 74
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
On September 16, 2015, Western completed its
acquisition of Black Range Minerals Limited (“Black Range”). Under United States Securities and Exchange Commission (“Commission”)
rules, this transaction triggered the Company being deemed a United States domestic issuer and losing its foreign private issuer exemption.
On April 29, 2016, the Company filed a Form 10 registration statement with the Commission after converting its basis of accounting from
International Financial Reporting Standards (“IFRS”) to generally accepted accounting principles in the United States (“U.S.
GAAP”). On June 28, 2016, the Company’s registration statement became effective and Western became a United States reporting
issuer.
On June 30, 2023, Western re-qualified as a foreign
private issuer as that term is defined in Rule 3b-4(c) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).
As a result, the Company may now utilize certain accommodations made to foreign private issuers, including (1) an exemption from complying
with the Commission’s proxy rules, (2) an exemption from the Company’s insiders having to comply with the reporting and short-swing
trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the
Form 20-F and Form 6-K foreign issuer forms, and (4) the ability to offer and sell unrestricted securities outside of the United States
pursuant to Rule 903 of Regulation S. The Company plans to take advantage of these accommodations. However, the Company currently has
decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including filing annual reports
on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. On the subsequent measurement date, June 30, 2024, Western
reconfirmed its qualification as a foreign private issuer for periods ended through December 31, 2025.
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.
ii
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:
iii
● Qualified person is an individual who is:
(i) be either:
(iv) require or encourage continuing professional development;
(vi) provide a public list of members in good standing.
iv
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.
v
● Stope: An excavation in a mine from which ore is, or has been excavated.
vi
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
vii
PART I
ITEM 1. BUSINESS
CORPORATE HISTORY
Western Uranium & Vanadium Corp. (“Western”
or the “Company”, formerly Western Uranium Corporation) was incorporated in December 2006 under the Ontario Business Corporations
Act. On November 20, 2014, the Company completed a listing process on the Canadian Securities Exchange (“CSE”). As part of
that process, the Company acquired 100% of the members’ interests of Pinon Ridge Mining LLC (“PRM”), a Delaware limited
liability company. The transaction constituted a reverse takeover (“RTO”) of Western by PRM. Subsequent to obtaining appropriate
shareholder approvals, the Company reconstituted its board of directors and senior management team. Western is a Canadian domestic issuer
and Canadian reporting issuer.
On August 18, 2014, the Company closed on the
purchase of certain mining properties in Colorado and Utah from Energy Fuels Holding Corp. Assets purchased included both owned and leased
lands in Utah and Colorado, and all represent properties that have been previously mined for uranium to varying degrees in the past.
The acquisition included the purchase of the Sunday Mine Complex (“SMC”). The Sunday Mine Complex is located in western San
Miguel County, Colorado. The complex consists of the following five individual mines: the Sunday mine, the Carnation mine, the St. Jude
mine, the West Sunday mine and the Topaz Mine. The operation of each of these mines requires a separate permit, and all such permits
have been obtained by Western and are currently valid. Notably, for the Topaz Mine, which at the present time is permitted and is scheduled
for reclamation, the process is underway for it to be re-permitted. In addition, each of the mines has good access to a paved highway,
electric power to existing declines, office/storage/shop and change buildings, and an extensive underground haulage development with
several vent shafts complete with exhaust fans. The Sunday Mine Complex is the Company’s core resource property and in July 2021
was assigned “Active” status when mining operations were restarted.
On September 16, 2015, Western completed its
acquisition of Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed.
The acquisition terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range. Pursuant
to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”)
under the Australian Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being issued
common shares of Western on a 1 for 750 basis. On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on
September 4, 2015, Black Range received approval by the Federal Court of Australia. In addition, Western issued options to purchase Western
common shares to certain employees, directors, and consultants. Such stock options were intended to replace Black Range stock options
outstanding prior to the Black Range Transaction on the same 1 for 750 basis.
Under United States Securities and Exchange Commission
(“Commission”) rules, the Black Range transaction triggered the Company being deemed a United States domestic issuer and
losing its foreign private issuer exemption. On April 29, 2016, the Company filed a Form 10 registration statement with the Commission
after shifting its basis of accounting from IFRS to U.S. GAAP. On June 28, 2016, the Company’s registration statement became effective
and Western became a United States reporting issuer.
On June 30, 2023, Western re-qualified as a foreign
private issuer as that term is defined in Rule 3b-4(c) promulgated under the Exchange Act. As a result, the Company may now utilize certain
accommodations made to foreign private issuers, including (1) an exemption from complying with the Commission’s proxy rules, (2)
an exemption from the Company’s insiders having to comply with the reporting and short-swing trading liability provisions of Section
16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer
forms, and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation
S. The Company plans to take advantage of these accommodations. However, the Company currently has decided to voluntarily continue to
file periodic reports with the Commission using domestic issuer forms including filing annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K. As of the subsequent measurement date, June 30, 2024, Western reconfirmed its qualification
as a foreign private issuer for periods ended through December 31, 2025.
The Company has registered offices at 5 Church
Street, Toronto, Ontario, Canada, M5E 1M2, and its common shares are listed on the CSE under the symbol “WUC” and are traded
on the OTCQX Best Market under the symbol “WSTRF”. Its principal business activity is the acquisition and development of
uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America (“United States”).
1
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:
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 5 Church Street, Toronto, Ontario, M5E 1M2, 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
Corporation (Utah) (“Western Utah”), PRM, Black Range, 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., Black Range Development Utah LLC, Maverick Strategic Minerals Corp, Pinon Ridge
Corporation (“PRC”) and Mustang Mineral Processing Inc (“Mustang”).
OUR COMPANY
Western is in the business of exploring, developing,
mining and production of its uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America
(“United States”).
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.
2
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 consists of the mining operations
at the fully permitted Sunday Mine, the commercialization of Kinetic Separation, completing the permitting and construction of mineral
processing facilities (uranium and vanadium), 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.
OUR STRATEGY
Our vision is to become a regional uranium and
vanadium developer, producer, and processor. 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. Facility design and permitting have begun on parcels of land acquired in Utah and Colorado, on
which we intend to develop and build our processing facilities. In 2022, Western began acquiring mining equipment and vehicles and building
a mining team to put in place an in-house mining capability and to replace its previous outsourced mining contractor. During 2025 and
2024, this team was conducting mining operations at the Sunday Mine Complex developing the mine for future production and extracting
ore to be stockpiled underground, to assure the availability of feedstock to baseload the mineral processing facilities.
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 October 14, 2025, the Company closed a brokered
private placement of 6,555,556 units at a price of $0.64 (CAD $0.90) per unit. The aggregate gross proceeds raised in the private placement
amounted to $4,202,281 (CAD $5,900,000) and proceeds net of issuance costs were $3,806,270 (CAD $5,344,010). Each unit is comprised of
one common share of Western and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $0.85
(CAD $1.20) per share for a period of 54 months following the closing date of the private placement. A total of 6,555,556 common shares
and warrants to purchase 6,555,556 common shares were issued to investors and warrants to purchase 229,444 common shares were issued
to broker dealers in connection with the private placement.
On June 13, 2025, the Company closed a private
placement of 5,911,786 units at a price of $0.63 (CAD $0.85) per unit. The aggregate gross proceeds raised in the private placement amounted
to $3,693,424 (CAD $5,025,018) and proceeds net of issuance costs were $3,331,687 (CAD $4,532,939). Each unit is comprised of one common
share of Western and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $0.77 (CAD $1.05)
per share for a period of four years following the closing date of the private placement. A total of 5,911,786 common shares and warrants
to purchase 5,911,786 common shares were issued to investors and warrants to purchase 206,913 common shares were issued to broker dealers
in connection with the private placement. Of the 5,911,786 common shares and warrants issued to investors, 117,647 were issued to Mr.
Glasier for his participation in the private placement.
3
On November 20, 2024, the Company closed a private
placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. The aggregate gross proceeds raised in the private placement amounted
to $3,897,166 (CAD $5,468,636) and proceeds net of issuance costs were $3,546,870 (CAD $4,975,966). Each unit is comprised of one common
share of Western and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $1.27 (CAD $1.78)
per share for a period of four years following the closing date of the private placement.
During the year ended December 31, 2024, an aggregate
of 5,198,540 warrants were exercised for total proceeds of $4,605,458 (CAD $6,238,248).
On November 28, 2024, The Company’s Board
approved amendments to extend the term and reduce the exercise price of 2,868,541 previously issued common share purchase warrants. These
warrants, originally issued during December 2021 and January 2022, had initial exercise prices of $1.94 (CAD $2.50) and $2.00 (CAD $2.50)
per share, respectively, and were set to expire three years post-issuance. Effective November 28, 2024, the term was extended to January
20, 2026, a date that is less than five years since the original date of issuance. Effective February 27, 2025 the exercise price was
reduced to $1.39 (CAD $2.00), the date upon which the Canadian Securities Exchange (CSE) accepted the warrant repricing and the amended
Form 13 filing was approved for filing. During the year ended December 31, 2024, the Company recorded an incremental fair value of $184,308
arising from the extension of the term. On February 27, 2025, the Company recorded an incremental fair value of $104,840 for the modification
of the exercise price. The cost of the warrant modifications was accounted for as a cost of raising capital. This modification was granted
to facilitate the raising of additional equity capital by extending the exercise period and lowering the exercise price, thereby providing
warrant investors with more time and incentive to exercise their warrants.
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 2020 at the 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
work during 2021 and 2022 at the 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 substantially completed. Since this transition began in spring 2022, additional employees were 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 restarted in April 2023 and have been
continually focused on additional development in multiple areas of the mine. Underground operations were placed on temporary standby during
1Q 2026 and equipment was secured and prepared for storage. The mining operations team is continuing the completion of surface projects.
When we next receive market signals to scale-up operations, the next underground projects will focus on the development of additional
Sunday Mine Complex areas which have indicated defined uranium mineralization to further expand capacity.
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.
4
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 a Kinetic Separation machine, with a capacity of forty tons per hour at an
aggregate cost of $1.0 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 mined material. When the processing plant is
constructed, Western will become fully operational and begin processing the accumulated stockpiles. 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.
Uranium/Vanadium Processing Facilities Development
Mustang Mineral Processing Plant
We are prioritizing the development of the Mustang Mineral Processing
Plant (Mustang) in Colorado due to its close proximity to the SMC and lower hauling costs in comparison to the Maverick Minerals Processing
Plant in Utah. In preparing the new licensing and permitting application, Western expects to benefit from the prior site owner’s
completion of all phases of licensing and permitting of their Pinon Ridge Mill project. This facility will be designed to recover uranium
and vanadium both from conventional materials mined from Company mines and materials produced by other mining companies. After permitting
and construction, and subject to available financing, the processing of uranium and vanadium materials is targeted to commence in 2029.
The Colorado milling license that Western is currently seeking will incorporate Kinetic Separation via an amendment to the initial license
– as Western’s current plan is to submit a licensing application that is substantially identical to the application that was
used previously for the Pinon Ridge Mill (which did not include the Company’s Kinetic Separation technology). Official baseline
data collection at Mustang began in December 2024 for water monitoring and January 2025 for air monitoring. The required water monitoring
data collection has been completed. As the air monitoring equipment required repair, we will need to continue to collect air sample data
into 2Q 2026. Results to date for both water and air quality have been consistent with prior data collected by the former owners. During
2025, Western sourced digital versions of the prior Pinon Ridge Mill license application and supporting data which will result in substantial
savings in the compilation of the radioactive materials license application. The team will begin preparing the application in 2Q 2026
with the goal of submitting the application during 4Q 2026. Mustang’s completion is critical for in-house yellowcake production.
Maverick Minerals Processing Plant
The development of the Maverick Minerals Processing
Plant in Green River, Utah, has advanced since the land package acquisition was completed in 2023. Subsequently, a full team of consulting
firms was chosen and engaged for their expertise in engineering / mill design, permit preparation, environmental, hydrology, and air quality.
The project design and permitting activities include site evaluation work, compilation of a preliminary plant and property site plan,
baseline data collection, plant and animal studies and a cultural survey. Additional consulting commitments were made to advance the licensing
and development with Precision Systems Engineering (“PSE”), a leading engineering and design consulting firm headquartered
in Sandy, Utah. The next steps were for PSE to complete a preliminary engineering design and cost estimate for a 500 ton per day mill
and the installation of monitor wells. However, additional work has been deferred for Western to reassess its design strategy now that
it has purchased a previously licensed mill site in Colorado (Mustang Mineral Processing Plant, formerly the Pinon Ridge Mill). As processing
facility development efforts have been shifted, some of the Maverick site infrastructure has been relocated to the Mustang site, and notably
the preliminary engineering work is also transferable. The Maverick site is located in close proximity (approximately 4 miles) to the
San Rafael Uranium Project; however, it is approximately 170 miles from the Sunday Mine Complex. We are prioritizing development of the
Mustang site, given its close proximity to the Sunday Mine Complex, lower hauling costs, and past licensing advances over the Maverick
site.
Mustang Mineral Mill Site Acquisition
On October 1, 2024, Western, through its wholly
owned subsidiary, Western Utah, executed a binding stock purchase agreement to purchase 100% of the shares of PRC from a private investor
group and thereby acquire Mustang, which is a wholly owned subsidiary of PRC. Mustang owns an 880-acre property located in Montrose County,
Colorado, where a uranium processing mill was previously licensed but never constructed. The transaction was accounted for as a purchase
of an asset. The Company assumed an obligation to an unrelated third party to remit a royalty based on the volume of minerals processed
through any mineral processing plant located on the property.
The acquisition becomes the second property that
Western has acquired, in addition to the Maverick site in Utah. It also becomes part of Western’s plans for developing and licensing
one or more uranium and vanadium processing facilities to process production from its resource properties in Colorado and Utah.
5
George Glasier, the President, CEO and a director
of Western, and his wife Kathleen owned 50% of the shares of PRC and Andrew Wilder, a director of Western, indirectly owned 3% of the
shares of PRC, and so the transaction was considered a related party transaction. The Company’s Board of Directors established an
independent committee of the Board comprised of directors who were not considered to have an interest in the transaction. The independent
committee supervised the negotiation of and approved Western’s entry into the PRC agreement.
The total purchase price of PRC was $1.98 million,
which consisted of an aggregate of $829,167 in payments to former PRC shareholders for their equity interests and outstanding loans made
to PRC and related accrued interest and a $1,148,125 payment for principal and interest to a third party in satisfaction of an assumed
liability of Mustang. For the 53% ownership of PRC, $414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew
Wilder.
Uranium Ridge Project
On October 8, 2025, Western, through its wholly
owned subsidiary, PRM, closed on the acquisition of a package of unpatented mineral lode claims (the “Claims”). The Company
paid $250,000 for the acquisition, securing a 50% ownership interest in the area covered by historic drilling. The Claims encompass a
drilled-out uranium-vanadium deposit situated on ~240 acres that is located on BLM land in Montrose County, Colorado. As part of the
acquisition strategy, Western has also staked additional claims surrounding the property, adding 500 acres with significant exploration
potential to expand the historical resource. The Company has named this resource property the Uranium Ridge Project (“Uranium Ridge”),
which is a combination of the acquired claims and the newly staked claims. The 50% of mineral claims that are not owned by PRM continue
to be owned by Mr. George Glasier, the Company’s CEO. Mr. Glasier has indicated his willingness to make his personal interest available
to the Company on appropriate terms if the Company deems it to be desirable. Uranium Ridge is located in close proximity to Western’s
planned Mustang mineral processing plant site, which is being advanced as a key regional processing hub. By securing nearby resources,
Western expects to reduce haulage costs, streamline logistics, and capture significant processing efficiencies, directly translating
into increased value for shareholders. After the completion of the drill program at the Van 4, Uranium Ridge is targeted for a similar
confirmation and exploration drill program. The objectives are to confirm the historic drilled-out resources and expand the resource
to the newly added 500 acres of claims acquired by staking.
Ore Purchase Agreement
On April 8, 2025, PRM entered into an Ore Purchase
Agreement (the “Ore Purchase Agreement”) with subsidiaries of Energy Fuels Inc. (“Purchaser”). The Ore Purchase
Agreement was for a one year period and provided for the delivery of up to 25,000 short tons of uranium bearing ore to the White Mesa
Mill in Blanding, Utah. PRM made deliveries at its own cost and the purchase price per ton will be based upon the average grade of uranium
of each lot, and other qualifying conditions. Within 30 days after each lot is closed, Purchaser shall pay to PRM an 85% provisional
payment (“Provisional Payment”) calculated based upon the sampled grade and an agreed upon pricing schedule. Within 30 days
after each lot is fed to processing, the Purchaser shall pay to PRM a final settlement payment calculated based upon the assayed grade
and the agreed upon pricing schedule, net of a royalty, pursuant to a previously existing royalty agreement with the Purchaser.
During April and May 2025, the Company focused on the operational preparations
required to begin hauling material. Also during this period, an additional ore pad was constructed, equipment and vehicles were prepared,
and new equipment was purchased. The Company commenced deliveries in late June 2025 and during this period through September, Western
delivered approximately 1,600 tons of mined material from the Sunday Mine Complex to the White Mesa Mill. Hauling capacity proved a limiting
factor as all deliveries were completed by Western employees, alternating driving duties, utilizing a single Company truck to make ~20
ton deliveries. Most of the uranium-bearing feedstock utilized to make deliveries under the Ore Purchase Agreement originated from underground
stockpiled materials from historical work projects. which was supplemented by a small amount of new production from the Sunday Mine Complex.
During the year ended December 31, 2025, we recognized revenue from the sale of ore, net of royalty, of $297,285. As of December 31, 2025,
included within other current assets on the consolidated balance sheet were receivables in the amount of $45,503 due from Purchaser. At
the end of September 2025, Western made the decision to pause additional future deliveries in favor of focusing the mining staff on development
projects that can increase future feedstock quantities for the Mustang Mineral Processing Plant.
Additional Projects To Expand Production
Capacity
Looking forward, Management is considering opportunities across our
property portfolio to increase production capacity through less capital intensive projects. These include re-permitting the Topaz Mine,
rehabilitating the Sage Mine, reassessing the Van 4 Mine for decline/portal access rather than utilizing the previously reclaimed shaft,
and additional development of the Rimrock JV mines. The project to advance permitting of the San Rafael Project is included in this group,
and discussed in more detail below. Progress has been made on each of these initiatives. At the Topaz Mine, a new monitor well has been
drilled and is actively being flushed in preparation for the delivery of new monitoring equipment. Once installed, we will commence the
water quality sampling program. At the Sage Mine, we have now received both state and BLM approvals to commence limited work at this mine.
For the Van 4 Mine, the team is preparing a vertical drill rig to begin a drilling program with both development and exploration/ resource
expansion objectives.
6
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 many new reactors under construction in the world. Existing and new nuclear technologies
are receiving unprecedented support on a global basis, as a base load electricity source with zero carbon emissions.
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 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”) purchased 23 million lbs of U3O8, 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.
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.
With equity markets having their worst year since
2008, 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.
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. This has caused most of the world to re-evaluate
their dependence upon nuclear fuel exported by Russia. In spite of the dominant market position of Rosatom, future deliveries potentially
could be at risk due to sanctions, legislation, or a Russian embargo. Customer dependence upon the Russian supply of uranium, conversion
and enrichment are being addressed slowly by governments as alternative suppliers are not currently available. Both Urenco and Orano
have announced that they will invest to expand their uranium enrichment capacity respectively in the United States and France, which
represents a shift away from Russia. Utilities are demonstrating their desire for increased security of their nuclear fuel supply chains.
Kazakhstan is also a concern because the world’s largest uranium producing country has an unguarded and the second longest continuous
land border in the world shared with Russia. The potential exists for Russia to exert influence over Kazakhstan. Additionally, Kazatomprom
has put large long-term contracts in place with China. This supply is needed for China to fulfill its 15 year plan to deploy 150 new
nuclear reactors. China National Nuclear Corp. (CNNC) has recently opened a uranium trading hub and warehouse facility, on the China
/ Kazakhstan border, with the capacity to store 60 million pounds of uranium. It has become evident that the nuclear fuel supply chain
has become increasingly concentrated and interconnected in this very small area of the world. Expanding Kazakhstan uranium exports to
Russia and China significantly reduces future supply for Western nuclear fuel buyers.
In July 2023, the government of Niger was overthrown
by its military. This is significant because the new regime is opposed to Western interests and this landlocked West African country
holds the 7th largest uranium resource in the world and was producing about 5% of global production. The conflict has an anti-French
sentiment, and the Junta has initiated multiple actions that are counter to French interests. Most importantly, Niger’s Junta has
threatened the export of uranium to France which has serious implications because France acquires 20% of its natural uranium from Niger.
In addition to the French evacuating/ being expelled from Niger, the U.S. military also departed the country. The Junta is utilizing
Russian military support as a replacement. In addition, the Niger government has revoked operating permits from foreign uranium companies,
including Orano in June 2024 and Goviex in July 2024. In November 2024, Orano further reported that it had lost operational control,
to authorities in Niger, of another of its uranium mines. This mine was in production, but had been impacted by export restrictions imposed
by the Junta.
7
During October 2023, geopolitical instabilities
spread further to the Middle East after a Hamas attack on Israel triggered a counterattack by Israel on the Gaza Strip. This additional
hot spot further increases volatility in the world and destabilizes the Middle East region that is highly influential on global energy
prices. The Israel-Hamas hostilities have escalated over the Summer of 2024 and then spread to other countries in the Middle East. At
the beginning of 2025, Israel and Hamas agreed to a ceasefire which ended in March 2025; the hostilities resumed in March and it is not
clear when and if the combatants will be able to negotiate a new ceasefire or an end to military actions. In August 2025, the Israeli
Prime Minister spoke of Israel’s intention to take control of the entire Gaza Strip and said that he will be seeking backing from
Israeli government ministers. On June 13, 2025, Israel attacked key nuclear and military facilities in Iran with Iranian military responding
with attacks on Israel soon after. The conflict escalated quickly, which raised significant concerns for the stability of the region,
and oil prices increased sharply in the first days of the war. On June 22, 2025, the United States military bombed a number of Iranian
nuclear sites in a move to force Iranian authorities to negotiate a nuclear treaty and end the hostilities. Subsequently, both Israel
and Iran began to abide by a ceasefire, which appears to be holding. U.S. President Trump presented a 20-point Gaza ceasefire plan and
pressured both sides forcing Israel and Palestinians into indirect negotiations and a ceasefire resulted. This resulted in a hostage-prisoner
exchange in October 2025, when the remaining living Israeli hostages were released and exchanged for almost 2,000 Palestinian prisoners
and detainees held by Israel. The hope is for a post-war governance plan that will result in a lasting ceasefire; negotiations are ongoing.
In December 2023, in a show of bipartisan support,
the U.S. House of Representatives passed the Prohibiting Russian Uranium Imports Act. The reliance on Russian uranium, conversion and
enrichment services is being viewed quite differently than it has for decades. The legislative process toward enacting a Russian uranium
ban culminated in one being enacted in May 2024. However, the ban will not take full effect until 2028, and it appears that multiple
waivers have been granted on preexisting contracts.
Spot uranium prices reacted to longer-term supply/demand
constraints and geopolitical risks hitting their peak at over $100/lb in January 2024. During 2025, term prices increased to the $80/lb
range, spot uranium prices endured a slow decline from the high to the $64/lb level at the end of March 2025. During 2025, the trading
range for spot uranium was $64/lb to $78/lb through August 2025. In September 2025 and October 2025 spot prices rallied above $80/lb,
before declining back into the 2025 trading range in November 2025. In January 2026, uranium spot prices spiked closing above $100/lb
for 2 days and above $90/lb for 5 days. After this short lived rally was over spot prices declined and settled into the $80/lb range.
The uranium price trend is strong. Over the five year period from 2020 to 2025, both spot and term prices have moved up from the $30/lb
range to the $80/lb range.
During 2024, there were periods of notable support as giant tech companies
made plans to utilize nuclear energy to support artificial intelligence (AI). AI is expected to drive increasing energy use in data centers
in the future. Investors began purchasing nuclear and uranium equities as a means to create long exposure for their positive view on Artificial
Intelligence (AI), due to the vast energy requirements of data centers. Many of those investors reversed their positions and began to
sell these nuclear and uranium equities in the fourth quarter of 2024 and in the first quarter of 2025, and the nuclear and uranium equities
that initially benefited saw a price reversal. In 2025 this investment thesis increased investment in nuclear and uranium. With the agreements
signed between tech companies that sponsor AI data centers and the nuclear industry, these vast power requirements are viewed by the market
as a significant new long-term demand driver for nuclear power as the best source of baseload power.
Events of the last few years 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. This is occurring at a time when aggregate uranium inventory has declined to its lowest levels
in over a decade. We believe that restocking of utility inventories, new demand and shifting demand will catalyze a uranium bull market
that will increase uranium prices toward levels that will drive uranium mining company production, profits and equity prices. As a result,
Western made the largest investments in the Company’s history during 2024 in advancing its operational strategy and mining operations.
Nuclear Fuel and Uranium Effect from the
Russian Invasion of Ukraine
The start of the Russia/Ukraine war created extraordinary
volatility in uranium markets during the first half of 2022. At the peak, the spot price was at an 11 year high. 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 approximately $20 per pound. Later in May 2022 and June 2022, the spot price receded to $45 levels, before recovering to the $50 +/-
per pound price level. This price level was maintained for an extended period as the immediate ban/sanctions anticipated by investors
of nuclear fuel and services from Russia couldn’t be implemented.
Equity markets followed the price action of physical
uranium prices in speculation that governments worldwide would sanction and ban nuclear fuel from Russia. This was in recognition of
Russia’s dominant position in nuclear fuel services including 38% of world conversion capacity and 46% of world enrichment capacity.
The market position of Rosatom, Russia’s national nuclear company, was developed through decades of government subsidies. However,
because of the lack of replacement capacity in the global nuclear fuel cycle, Rosatom has avoided sanctions.
8
Because of the Ukraine invasion, new contracts
are largely not being signed with Rosatom, but deliveries under existing contracts continue to be made. Customer dependencies upon the