Western Uranium & Vanadium (WSTRF) cuts losses, warns on going concern in Q2 2026
Western Uranium & Vanadium Corp. reports continued pre-production losses while advancing uranium and vanadium assets in Utah and Colorado. For the quarter ended June 30, 2026, revenue rose to $199,528 from $30,509, driven mainly by higher uranium ore and oil and gas royalty revenues, but operating expenses of $1,413,819 resulted in an operating loss of $1,214,291.
Net loss for the quarter narrowed to $1,161,884 from $1,968,534 a year earlier, and the six‑month net loss improved to $2,762,721 from $4,606,149. Cash, cash equivalents and restricted cash totaled $4,758,366 at June 30, 2026, with working capital of $3,449,482. Management states that recurring losses, reliance on equity financings, and planned development spending raise substantial doubt about the company’s ability to continue as a going concern without additional capital.
The company is prioritizing permitting and licensing for the Mustang Mineral Processing Plant, advancing the San Rafael project, and preparing additional mines, while maintaining a conservative operating stance until uranium markets strengthen. It also highlights participation in U.S. government nuclear-fuel consortia and ongoing use and development of its Kinetic Separation technology platform.
Positive
- Revenue grew sharply, with quarterly revenue rising to $199,528 from $30,509 and six‑month revenue to $226,879 from $71,730, reflecting uranium ore settlement adjustments and oil and gas royalties.
- Losses narrowed materially, as the quarterly net loss improved to $1,161,884 from $1,968,534 and the six‑month net loss to $2,762,721 from $4,606,149, indicating better cost control relative to the prior year.
Negative
- Management discloses substantial doubt about continuing as a going concern, citing an accumulated deficit of $38,868,538, ongoing operating losses, and dependence on future financings.
- Operating activities used $2,168,299 of cash in the first six months of 2026, reducing total cash and restricted cash to $4,758,366 from $6,858,183 at December 31, 2025.
Filing Explained
Conditional dilution capacity remains: 26,269,518 options and warrants were outstanding against 71,853,888 common shares as of June 30, 2026.
At
The filing lists 6,615,000 options and 19,654,518 warrants excluded from diluted earnings per share. Under the supplied dilution definition, issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership; that consequence is conditional here because no options or warrants were exercised during the period.
The company received the
The next named milestones are final Mustang water collections scheduled for the first week of
Key Figures
Key Terms
foreign private issuer regulatory
Kinetic Separation technical
asset retirement obligations financial
normal course issuer bid financial
Ore Purchase Agreement financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ______________to ______________
Commission File Number
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
| (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 |
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.
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).
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 ☐ |
| 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 13, 2026,
WESTERN URANIUM & VANADIUM CORP.
FORM 10-Q
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 1 | |
| Item 1. | Financial Statements | 1 |
| Condensed Interim Consolidated Balance Sheets (Unaudited) | 1 | |
| Condensed Interim Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) | 2 | |
| Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Unaudited) | 3 | |
| Condensed Interim Consolidated Statements of Cash Flows (Unaudited) | 4 | |
| Notes to the Condensed Interim Consolidated Financial Statements (Unaudited) | 5 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 32 |
| Item 4. | Controls and Procedures | 32 |
| PART II – OTHER INFORMATION | 33 | |
| Item 1. | Legal Proceedings | 33 |
| Item 1A. | Risk Factors | 33 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 |
| Item 3. | Defaults Upon Senior Securities | 33 |
| Item 4. | Mine Safety Disclosures | 33 |
| Item 5. | Other Information | 33 |
| Item 6. | Exhibits | 34 |
| SIGNATURES | 35 | |
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Stated in USD)
(Unaudited)
| As of | ||||||||
| June 30, 2026 |
December 31, 2025 |
|||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, current portion | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Restricted cash, net of current portion | ||||||||
| Property, plant & equipment and mineral properties, net | ||||||||
| Kinetic separation intellectual property | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Asset retirement obligations, current portion | ||||||||
| Total current liabilities | ||||||||
| Asset retirement obligations, net of current portion | ||||||||
| Deferred tax liability | ||||||||
| Deferred contingent consideration | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 4) | ||||||||
| Shareholders’ Equity | ||||||||
| Common shares, no par value, unlimited authorized shares, | ||||||||
| Treasury shares, | - | - | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
1
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
(Stated in USD)
(Unaudited)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Expenses | ||||||||||||||||
| Mining expenditures | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Consulting fees | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income, net | ||||||||||||||||
| Other income, net | - | - | ||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
2
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Stated in USD)
(Unaudited)
| Accumulated Other | ||||||||||||||||||||||||||||
| Common Shares | Treasury Shares | Accumulated | Comprehensive | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Deficit | Loss | Total | ||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Stock based compensation - stock options | - | - | - | - | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Stock based compensation - stock options | - | - | - | - | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Cashless exercise of stock options | - | - | - | - | - | - | ||||||||||||||||||||||
| Stock based compensation - stock options | - | - | - | - | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Private placement - June 2025, net of offering costs | - | - | - | - | ||||||||||||||||||||||||
| Stock-based compensation - stock options | - | - | - | - | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
3
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in USD)
(Unaudited)
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Reconciliation of net loss to cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Gain on the sale of equipment | ( | ) | - | |||||
| Accretion of asset retirement obligations | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Asset retirement obligations | - | |||||||
| Contingent consideration | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of property, plant & equipment and mineral properties | ( | ) | ( | ) | ||||
| Proceeds from sale of equipment | - | |||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from private placement, net | - | |||||||
| Net cash provided by financing activities | - | |||||||
| Effect of foreign exchange rate on cash | ( | ) | ( | ) | ||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents and restricted cash – beginning of period | ||||||||
| Cash and cash equivalents and restricted cash – end of period | $ | $ | ||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, current portion | ||||||||
| Restricted cash, noncurrent | ||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
4
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 1 – BUSINESS
Nature of Operations
Western Uranium & Vanadium Corp. (“Western” or the “Company”) 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
The Company’s registered office is located at 5 Church Street, Toronto, Ontario, Canada, M5E 1M2, and its common shares are listed on the CSE under the symbol “WUC.” On April 22, 2016, the Company’s common shares began trading on the OTC Pink Open Market, and on May 23, 2016, the Company’s common shares were approved for trading on the OTCQX Best Market under the symbol “WSTRF”. The Company’s 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.
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 intends 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, 2025, Western reconfirmed its qualification as a foreign private issuer for periods ending through December 31, 2026.
5
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
Note 2 – Liquidity and going concern
With the exception of the quarter ended June 30, 2022, the Company has incurred losses from its operations. During the three and six months ended June 30, 2026, the Company generated net losses of $
Since inception, the Company has met its liquidity requirements principally through the sale of its common shares and from limited revenue sources. On October 14, 2025, the Company closed a brokered private placement of
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 financing, to secure regulatory approval to fully utilize its kinetic separation (“Kinetic Separation”) technology, and to initiate the processing of mineral resources to generate operating cash flows.
Management evaluated conditions and events over a period of one year from the issuance date of these condensed interim consolidated financial statements. There are no assurances that the Company will be able to raise capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its financial condition and operating results, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern to sustain operations for at least one year from the issuance of these condensed interim consolidated financial statements. The accompanying condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
6
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are disclosed in the audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the United States Securities and Exchange Commission (the “SEC”), on April 15, 2026. There were no changes to the Company’s significant accounting policies as described in the Annual Report on Form 10-K.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S–X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. However, in the opinion of management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these condensed interim consolidated financial statements. These condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2025, as filed with the SEC on April 15, 2026. The Company has voluntarily elected to file this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 notwithstanding its foreign private issuer status. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2026.
The accompanying condensed interim consolidated financial statements include the accounts of Western and its wholly-owned subsidiaries, 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 (“Maverick”), Pinon Ridge Corporation (“PRC”) and Mustang Mineral Processing Inc. (“Mustang”). All inter-company transactions and balances have been eliminated upon consolidation.
The Company has established the existence of mineralized materials for certain uranium projects. The Company has not established proven or probable reserves, as defined by the SEC, through the completion of a “final” or “bankable” feasibility study for any of its uranium projects.
7
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
Note 3 – SUMMARY OF Significant Accounting Policies, CONTINUED
Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). The computation of net loss per share for each of the three and six months ended June 30, 2026 and 2025 is the same for both basic and fully diluted.
Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Warrants to purchase common shares | ||||||||||||||||
| Options to purchase common shares | ||||||||||||||||
| Total potentially dilutive securities | ||||||||||||||||
Recent Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the full extent of the potential impact of the adoption of ASU 2024-03.
In December 2025, the FASB issued ASU 2025-11 – Interim Reporting (Topic 270) – Narrow-Scope Improvements, which improves the guidance in Interim Reporting (Topic 270) by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The standard is effective for public companies for annual periods beginning after December 15, 2027. Early adoption is available. The Company is still evaluating the full extent of the potential impact of the adoption of ASU 2025-11.
8
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY
The Company’s property, plant & equipment and mineral properties, net and kinetic separation intellectual property are:
| Estimated Useful Lives | As of June 30, 2026 | As of December 31, 2025 | ||||||||
| Mineral properties | N/A | $ | $ | |||||||
| Mining equipment | ||||||||||
| Vehicles | ||||||||||
| Plant facilities | ||||||||||
| Software | ||||||||||
| Construction in progress | N/A | |||||||||
| Land | N/A | |||||||||
| Total property, plant & equipment and mineral properties | $ | $ | ||||||||
| Less: accumulated depreciation | ||||||||||
| Property, plant & equipment and mineral properties, net | $ | $ | ||||||||
| Kinetic separation intellectual property | $ | $ | ||||||||
The Company’s mining properties acquired on August 18, 2014 that the Company retains as of June 30, 2026 include: The San Rafael Uranium Project located in Emery County, Utah; The Sunday Mine Complex located in western San Miguel County, Colorado; The Van 4 Mine located in western Montrose County, Colorado; The Sage Mine located in San Juan County, Utah, and San Miguel County, Colorado. These mining properties include leased land in the states of Colorado and Utah. The Company is obligated to remit a
The Company’s mining properties acquired on September 16, 2015 that the Company retains as of June 30, 2026 include: Hansen, North Hansen and Hansen Picnic Tree located in Fremont and Teller Counties, Colorado. The Company also acquired the Keota project located in Weld County, Colorado and the Ferris Haggerty project located in Carbon County, Wyoming. These mining assets include both owned and leased land in the states of Utah, Colorado, and Wyoming. All of the mining assets represent properties which have previously been mined, to different degrees, for uranium.
As the Company has not formally established proven or probable reserves on any of its properties, there is inherent uncertainty as to whether or not any mineralized material can be economically extracted as originally planned and anticipated.
During the six months ended June 30, 2026 and 2025, Western made purchases of $
9
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued
Ore Purchase Agreement
On April 8, 2025, PRM entered into an Ore Purchase Agreement (the “Ore Purchase Agreement”) with subsidiaries of Energy Fuels Inc. (“Purchaser”). The Ore Purchase Agreement 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 was required to make deliveries at its own cost and the purchase price per ton was based upon the average grade of uranium of each lot, and other qualifying conditions. Within 30 days after each lot was closed, Purchaser paid to PRM an
There were no deliveries of uranium bearing ore to Purchaser during the three and six months ended June 30, 2026. Revenue related to shipments was recognized after title for stockpiled ore passed to the Purchaser. Such title passes upon the Purchaser having received, weighed and graded the deliveries for the lot. The Company determined the value of the variable consideration using the expected value approach as the transaction price varied based on the assayed grading of the uranium bearing ore. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently finalized by assay. Provisional Payments were calculated using estimated probe grades and the final payment was calculated using assayed grades.
At the end of May 2026, the Purchaser concluded its final assayed grade of the uranium bearing ore, which yielded grades higher than those derived from the sampled grades utilized for the Provisional Payments. During the three and six months ended June 30, 2026, the Company recognized $
Oil and Gas Lease
In 2017, the Company entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by the Company on approximately
As of June 30, 2026, all sixteen (16) wells remain in production and the Company recognizes royalty revenue on a monthly basis. The lease remains in effect, and royalty payments will continue for as long as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells.
During the three months ended June 30, 2026 and 2025, the Company recognized aggregate revenue of $
10
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued
Asset Retirement Obligations
The Company’s mines are subject to certain asset retirement obligations (“AROs”), which the Company has recorded as liabilities. The AROs of the United States mines are subject to legal and regulatory requirements, and estimates of the costs of the AROs are reviewed periodically by the applicable regulatory authorities. The ARO represents the Company’s best estimate of the present value of future costs in connection with the mineral properties.
The Company determined the aggregate gross AROs of the mineral properties to be $
The Company’s asset retirement obligations are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory authorities. The asset retirement obligations represent the Company’s estimate of the present value of future reclamation costs, discounted using a credit adjusted risk-free interest rate of
Asset retirement obligation activity consists of:
For the | ||||||||
| 2026 | 2025 | |||||||
| Beginning balance as of January 1 | $ | $ | ||||||
| Adjustment to asset retirement obligations | - | |||||||
| Accretion | ||||||||
| Ending balance as of June 30 | $ | $ | ||||||
| Less: Asset retirement obligations, current portion | ||||||||
| Asset retirement obligations, net of current portion | $ | $ | ||||||
11
WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued
Topaz Mine Permitting Status
Upon an order from the Mined Land Reclamation Board (“MLRB”) in March 2023, the Topaz Mine was put into reclamation which is scheduled to be completed by March 2028. The Company has been working toward the completion of an updated Topaz Mine Plan of Operations (“Topaz Mine Plan”), which is a separate federal requirement of the U.S. Bureau of Land Management (“BLM”) for the conduct of mining activities on the federal land at the Topaz Mine. This is a prerequisite to re-permit the Topaz Mine with Colorado’s DRMS. In connection with the Topaz Mine Plan, an environmental assessment was prepared by an outside consultant and submitted to the BLM on June 24, 2024. The BLM issued a letter to the Company on August 2, 2024 advising that the application for the Topaz Mine Plan had run past its allowed evaluation period and was cancelled. Pursuant to the Fiscal Responsibility Act of 2023, each permitting project has a one year time limit for the BLM to complete a review. Under the transitional rules, the Topaz project was not eligible for an extension due to its duration. However, the project can be resubmitted and be picked up where it was left off. The re-scoping process will need to be repeated to start the one-year time clock. At the Topaz Mine, a monitor well was drilled and after being flushed and the installation of new monitoring equipment, consultants have begun a baseline water testing study for the BLM resubmission in December 2025. Three quarters of water sampling have been completed, however the Company has not yet restarted the BLM clock by making an amended submission.
San Rafael Permitting Status
The San Rafael Uranium Project, located in Emery County, Utah, is being developed as a Company production facility. During the second quarter of 2024, Western submitted a Notice of Intent to the BLM that was approved for a mineral and groundwater exploration project. During the third quarter of 2024, Utah’s Division of Oil, Gas & Mining gave its approval of the exploration permit application and the Company posted a $
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WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 4 – Property, plant & equipment and mineral properties, net AND Kinetic separation INTELLECTUAL PROPERTY, continued
Kinetic Separation Intellectual Property
The Kinetic Separation intellectual property was acquired in Western’s acquisition of Black Range on September 16, 2015. Previously Black Range acquired its Kinetic Separation assets in the dissolution of a joint venture on March 17, 2015, through the acquisition of all the assets of the joint venture and received a 25-year license to utilize all of the patented and unpatented technology owned by the joint venture. The technology license agreement for patents and unpatented technology became effective as of March 17, 2015, for a period of 25 years, until 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, the license could be transferred in the case of a sale of the Company. The Company has developed improvements to Kinetic Separation during the term of the license agreement and retains ownership of, and may obtain patent protection on, any such improvements developed by the Company.
The Kinetic Separation patent was filed on September 13, 2012 and granted on February 14, 2014 by the United States Patent Office. The patent is effective for a period of 20 years until September 13, 2032. This patent is supported by two provisional patent applications. The provisional patent applications expired after one year but were incorporated in the U.S. Patent by reference and claimed benefit prior to their expirations. The status of the patent and two provisional patent applications has not changed subsequent to the 2014 patent grant. The Company has the continued right to use any patented portion of the Kinetic Separation technology that enters the public domain subsequent to the patent expiration.
The Company anticipates Kinetic Separation will improve the efficiency of the mining and processing of the sandstone-hosted mined material from Western’s conventional mines through the separation of waste from mineral bearing-ore, potentially reducing transportation, mill processing, and mill tailings costs. Kinetic Separation is not currently in use or being applied at any Company mines. The Company views Kinetic Separation as a cost saving technology, which it will seek to incorporate subsequent to commencing scaled production levels. There are also alternative applications, which the Company has explored.
NOTE 5 – Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of:
| As of | ||||||||
June 30, 2026 | December 31, 2025 | |||||||
| Trade accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||
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WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS
Authorized Capital
The holders of the Company’s common shares are entitled to one vote per share. Holders of common shares are entitled to ratably receive such dividends, if any, as may be declared by the Board of Directors, out of legally available funds. Upon the liquidation, dissolution, or winding down of the Company, holders of common shares are entitled to share ratably in all assets of the Company that are legally available for distribution. As of June 30, 2026 and December 31, 2025, an unlimited number of common shares were authorized for issuance.
Private Placements
There were no private placements during the three and six months ended June 30, 2026.
On June 13, 2025, the Company closed a brokered private placement of
Incentive Stock Option Plan
The Company maintains an Incentive Stock Option Plan (the “Plan”) that permits the granting of stock options as incentive compensation.
The purpose of the Plan is to attract, retain, and motivate directors, management, staff, and consultants by providing them with the opportunity, through stock options, to acquire a proprietary interest in the Company and benefit from its growth.
The Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed
At the Annual General Meeting (the “AGM”) held on June 26, 2026, the shareholders approved the renewal of the Plan for an additional three year period.
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WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED
Shareholder Rights Plan
On May 24, 2023, the Company adopted and on June 29, 2023, the shareholders approved a shareholder rights plan, which is designed to ensure the fair treatment of shareholders in connection with any take-over bid for the Company and to provide the Board of Directors and shareholders with sufficient time to fully consider any unsolicited takeover bid (the “Shareholder Rights Plan”). The Shareholder Rights Plan also provides the Board of Directors with time to pursue, if appropriate, other alternatives to maximize shareholder value in the event of a takeover bid.
Pursuant to the terms of the Shareholder Rights Plan subject to a triggering event as defined in the Shareholder Rights Plan and as determined by the Board of Directors, rights (the “Rights”) will be issued to holders of Common Shares at a rate of
At the AGM held on June 26, 2026, the shareholders approved the renewal of the Shareholder Rights Plan for an additional three year period.
Share Repurchase Program, NCIB
On December 19, 2025, the Company implemented a normal course issuer bid (“NCIB”) to allow the Company to purchase up to
During the three and six months ended June 30, 2026, no shares were repurchased under the NCIB.
Stock Options
On January 15, 2026, the Board of Directors granted options under the Plan for the purchase of an aggregate of
There were no options granted during the six months ended June 30, 2025.
There were no options exercised during the six months ended June 30, 2026.
During the six months ended June 30, 2025, the Company issued
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WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS, CONTINUED
Stock Options, continued
| Number of Shares | Weighted Average Exercise Price | Weighted Average Contractual Life (Years) | Intrinsic Value | |||||||||||||
| Outstanding – January 1, 2026 | $ | $ | - | |||||||||||||
| Granted | ||||||||||||||||
| Forfeited and expired | ( | ) | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Outstanding – June 30, 2026 | $ | $ | - | |||||||||||||
| Exercisable – June 30, 2026 | $ | $ | - | |||||||||||||
The Company’s stock-based compensation expense (net of the effect of forfeitures) related to stock options for the three months ended June 30, 2026 was $
Warrants
| Number of Shares | Weighted Average Exercise Price | Weighted Average Contractual Life (Years) | Intrinsic Value | |||||||||||||
| Outstanding – January 1, 2026 | $ | $ | - | |||||||||||||
| Issued | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Outstanding – June 30, 2026 | $ | $ | - | |||||||||||||
| Exercisable – June 30, 2026 | $ | $ | - | |||||||||||||
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WESTERN URANIUM & VANADIUM CORP. AND SUBSIDIARIES
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Stated in USD)
Note 7 – Mining Expenditures
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Mining costs | $ | $ | $ | $ | ||||||||||||
| Permits | ||||||||||||||||
| Labor and related benefits | ||||||||||||||||
| Royalties | ||||||||||||||||
| Total mining expenses | $ | $ | $ | $ | ||||||||||||
NOTE 8 – Related Party Transactions AND BALANCES
The Company has transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows:
Prior to the acquisition of Black Range, Mr. 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
The Company has multiple lease arrangements with Silver Hawk Ltd., an entity which is owned by George Glasier and his wife Kathleen Glasier. These leases, which are all on a month-to-month basis, are for the rental of office, workshop, warehouse and employee housing facilities. The Company incurred rent expense of $
The Company is obligated to pay Mr. Glasier for reimbursable expenses in the amount of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements
The information disclosed in this quarterly report, and the information incorporated by reference herein, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained or incorporated by reference in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of each such statement. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in this Item 2 of Part I and Item 1A of Part II of this quarterly report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
The following discussion should be read in conjunction with our condensed interim consolidated financial statements and footnotes thereto contained in this quarterly report.
Overview
General
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. 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.
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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, 2025, Western reconfirmed its qualification as a foreign private issuer for periods ending through December 31, 2026.
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.
Recent Developments
Uranium Markets and Western Strategy
Between July 2024 and August 2025, the uranium term price was in the $80.00/lb to $81.50/lb range until its rise to $83/lb in September 2025 and $85/lb in October 2025. The uranium spot market has experienced more volatility, peaking at $106/lb in January 2024, and declining into a 2025 trading range of $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. The Fall 2025 rally was ignited in mid-September by President Trump and the Department of Energy (“DOE”) Secretary Wright touting U.S. nuclear power and the U.S. domestic fuel cycle, which rallied uranium equity markets. 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 around ~$85/lb during the February 2026 to July 2026 period.
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The long-term uranium price trend is relatively stronger as it has rallied from the ~$90/lb to ~$95/lb levels during 2026. Previously, 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. In 2024, Western responded to favorable market conditions by aggressively ramping up operations and expanding production capacity primarily at its 100% owned Sunday Mine Complex. While uranium spot prices weakened late in 2024, we had anticipated a recovery in 2025, supported by the United States ban on Russian uranium (effective 2028) and the Trump administration’s strong backing of nuclear energy and domestic mining. The Company’s interpretation of market signals was that uranium markets would stabilize at replacement price levels. However, given the turbulence in global commodity and financial markets, along with geopolitical uncertainties, we have shifted to a more conservative stance, increasingly focusing on cost control and strategic discipline. We continued to observe capital market volatility fueled by the Ukraine and Gaza wars, political and trade/tariff uncertainties and more recently the war with Iran.
This conservative approach has been adopted to reduce operational spending in the near-term. The intent is to focus on the initiatives that bring long-term value to the Company: advancing the development of the Mustang mill and the development of nearby mines to supply this mill. Western’s team remains confident that uranium prices will become reflective of replacement cost levels and strong underlying market fundamentals. While we are focusing on preparing more of our mineral properties for active mining operations, we intend to utilize this conservative approach until there is a significant and sustainable recovery in uranium markets. The widening spread between spot pricing and long-term pricing is a positive signal for uranium miners, however uranium equities are moving in the opposite direction as they have declined in price during the second quarter.
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 was required to make deliveries at its own cost and the purchase price per ton was based upon the average grade of uranium of each lot, and other qualifying conditions. Within 30 days after each lot was closed, Purchaser paid 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.
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. Accordingly, there were no deliveries of uranium bearing ore to Purchaser during the three and six months ended June 30, 2026.
At the end of May 2026, the Purchaser concluded its final assayed grade of the uranium bearing ore, which yielded grades higher than those derived from the sampled grades utilized for the Provisional Payments. The final chemical assay results indicated natural uranium grades more than 40% higher than the initial probe-indicated estimates. As a result, during the three and six months ended June 30, 2026, we recognized additional revenue of $167,111, net of the applicable royalty, related to the sale of uranium-bearing ore. As of June 30, 2026, the net amount of $206,546 remained due and this net amount is net of the royalty obligation to the Purchaser and is included within other current assets on the condensed interim consolidated balance sheet. We received the final settlement payment of $206,546 on August 7, 2026.
The higher final assay results provide additional information regarding uranium grades at the Sunday Mine Complex and may indicate potential for greater mineral resources than previously estimated from historical drilling data. However, we have not yet verified whether these results are representative of the entire or a portion of the unmined and unexplored areas of the Sunday Mine Complex.
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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. Through June 30, 2026, four quarters of air quality data collections were completed to align with the previously completed production well water collections. Two quarters of monitor well, surface, and river water collections have been concluded. The third quarter of water monitoring data was completed in July 2026, with the final water collections scheduled for the first week of October 2026. Results to date for both water and air quality are consistent with data collected by the former owners.
During 2025, Western sourced digital versions of the prior Pinon Ridge Mill license application and supporting data. This will result in substantial savings in the compilation of the radioactive materials license application. The team is actively preparing the radioactive materials license application while simultaneously working to acquire a Special Use Permit from Montrose County, Colorado. As of June 30, 2026, Western remains on track to submit the full license application to the Colorado Department of Public Health and Environment (“CDPHE”) by the end of 2026, with the goal of allowing the entire calendar year of 2027 for the CDPHE application review process. Mustang’s completion is critical for in-house yellowcake production.
Western Joins Three U.S. Government Consortiums
As the growing strategic importance of critical minerals and nuclear fuel to both the U.S. government and the civilian nuclear fleet has been met with market distortions caused by foreign state-owned enterprises, the U.S. government has taken decisive action to secure its energy and defense interests. To participate in this solution, Western has joined the Defense Production Act Nuclear Fuel Cycle (the “DPA”), Defense Industrial Base (the “DIBC”), and Cornerstone consortia, which collectively aim to eliminate reliance on foreign uranium and strengthen the domestic industrial base. These collaborative partnerships between the Department of Energy, the Department of Defense, and industry leaders are designed to secure and accelerate a resilient domestic supply chain, ensuring long-term energy independence and supporting the competitive operation of current and future nuclear reactors, and supplies of all critical materials and minerals.
Sunday Mine Complex Project
In response to elevated uranium prices during early 2024, Western began ramping up operations to achieve its annualized production target of 1 million pounds of uranium and 6 million pounds of vanadium. Following the expansion of infrastructure deeper into the West Sunday Mine, the mining teams commenced driving a drift to the Leonard & Clark deposit and the drilling teams defined additional mining areas utilizing underground horizontal drilling. The program included 20,366 feet of drilling plus an additional 1,655 feet of core drilling and confirmed five mineralized pockets in the GMG drift and outlined the deposit’s overall shape and trend. Lastly, the operations team moved to an area of the Sunday Mine where the prior operator ceased production. Existing underground workings were rehabilitated and utilities were installed in a large stope area close to the former production face.
At June 30, 2026, uranium pricing and market conditions remained in close proximity to the suppressed levels, which caused the Company to make corresponding reductions in mining operations beginning in 2025.
Beginning in 2026, underground operations were scaled back, and equipment was secured and prepared for storage. The mining operations team is continuing the completion of aboveground surface projects. When we next receive market signals to scale-up operations, the next underground projects will focus on the development of new additional Sunday Mine Complex areas, which have indicated defined uranium mineralization to further expand capacity.
Additional Projects To Expand Production Capacity
Looking forward, we are considering opportunities across our property portfolio to increase production capacity that are less capital intensive. 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 is discussed in more detail below. Progress has been made on each of these initiatives. At the Topaz Mine, a monitor well was drilled and after being flushed and the installation of new monitoring equipment, the baseline water quality sampling program commenced in December 2025, and three quarters of water sampling have been completed. 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. The Company made progress with the Sage Mine project to update and secure site infrastructure in July 2026 and is expecting completion in August 2026.
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San Rafael
The San Rafael Uranium Project, located in Emery County, Utah, is being developed as the Company’s second production facility. During the second quarter of 2024, Western submitted a Notice of Intent to the U.S. Bureau of Land Management (“BLM”) that was approved for a mineral and groundwater exploration project. During the third quarter of 2024, Utah’s Division of Oil, Gas & Mining gave its approval of the exploration permit application and the Company posted a $61,403 financial guarantee of reclamation costs with the BLM. Currently all permits have been received that are needed for the drilling of monitor wells, and the sinking of a mine shaft. When site work commences, following the completion of repairs to access roads, the phase 1 drilling program can begin. Initially, groundwater monitoring wells will be installed at five drilling locations, reaching depths of approximately 1,000 feet. During the borehole completion process, mineralization will also be assessed and confirmed against historical drill data. This project will provide the baseline data needed for permitting application submission.
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.
Kinetic Separation Licensing
On December 1, 2016, a determination was made by the CDPHE considering the NRC Advisory Opinion, the Colorado public meeting process, and the CDPHE regulatory and evaluation framework. This determination stated that the proposed Kinetic Separation operations at the Sunday Mine by Black Range Minerals must be regulated by the CDPHE through a milling license. Previously, the Company was unable to deploy Kinetic Separation as it was without a regulatory framework, but as a result of this determination the Company is now able to deploy Kinetic Separation under a milling license. During 2025 there was a large development for Kinetic Separation which affects its process deployment. In September 2025, the NRC approved a license for the owner of the Ablation patents that allows the application of their version of Ablation technology for uranium mine waste remediation and issued a first-of-its-kind multi-site Service Provider License. This option is available to Western, should we choose to pursue it. The Colorado milling license that Western is currently seeking will likely 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).
Biden-Harris, Trump 1.0 and Trump 2.0 Administration Initiatives
During the first Trump Administration, the U.S. government focused on market distortions caused by foreign state-owned enterprises and the economic and geopolitical influence lost by allowing Russia and China to take the global lead in nuclear power. In support of the world’s largest civilian nuclear reactor fleet, the U.S. has implemented some of the recommendations of the Nuclear Fuel Working Group which followed the uranium Section 232 investigation. This led to the implementation of the Uranium Reserve Program and the American Assured Fuel Supply program. Subsequently, the Russia/Ukraine war has highlighted the nuclear fuel supply chain risks and the geopolitical risks of dependence on the direct and indirect sourcing of nuclear fuel from state owned enterprises in Russia and former Soviet Union republics.
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Upon taking office, the Biden-Harris Administration team immediately rejoined the Paris Climate Accord, reversed a number of pro-fossil fuel energy policies, and gave all agencies climate change initiatives. The Administration worked to advance a national clean energy standard. In August 2022, the Inflation Reduction Act was signed into law authorizing governmental investments of approximately $369 billion in climate and energy, a portion of which would benefit the U.S. domestic nuclear industry and battery technologies.
The Biden-Harris Administration’s DOE sponsored multiple programs to support the U.S. nuclear sector with the goal of replacing nuclear fuel and services coming from Russia and the DOE continues to prepare for a Russian counter-sanction terminating the flow of nuclear fuel and services from Russia. Multiple bills were introduced into the U.S. Congress, and several have been passed that provide funding to the U.S. domestic nuclear fuel cycle.
Currently, nuclear energy appears to enjoy bipartisan support. With the change in Presidential Administrations the climate change and clean energy initiatives of the Biden-Harris Administration have been de-emphasized. In his first day, after returning to office, President Trump signed Executive Orders declaring a National Energy Emergency and a U.S. withdrawal from the Paris Climate Agreement for a second time. On February 14, 2025, President Trump signed an Executive Order creating the National Energy Dominance Council as a Presidential Department of the White House. This was done to support domestic energy projects and develop policies that will increase domestic energy production. On May 23, 2025, President Trump signed four Executive Orders specifically boosting the U.S. domestic nuclear fuel cycle, resulting in a strong uranium mining stock rally on the following day. Since taking office, President Trump has signed a number of Executive Orders to boost the energy sector that we believe to be directly or indirectly beneficial to nuclear and/or uranium mining industries. In mid-September, 2025, President Trump and DOE Secretary Wright touted U.S. nuclear power, the potential for new advancements, and the U.S. domestic fuel cycle, after which the uranium equity markets showed a short-term rally.
During August 2025, DOE’s Office of Nuclear Energy established the Defense Production Act Consortium that will seek participation by U.S. companies through voluntary agreements. It was announced that “Under the DPA Consortium, voluntary agreements will allow industry consultation to develop plans of action to ensure that the nuclear fuel supply chain capacity for mining and milling, conversion, enrichment, deconversion, fabrication, recycling and reprocessing is available to enable the continued reliable operation of the nation’s reactors.” The first meeting of the DPA Consortium was held on October 23, 2025 and the process is ongoing. The DOE Office of Nuclear Energy has organized industry-specific committees to focus on developing action plans to increase domestic capacity for mining, conversion, and enrichment to reduce reliance on foreign fuel sources. Western is a member of the Mining & Milling Committee.
United States Ban of Russian Uranium due to Russian Invasion of Ukraine
In response to Russia’s war in Ukraine, the U.S. legislature passed the Prohibiting Russian Uranium Imports Act (H.R. 1042) to ban Russian uranium imports into the United States. Unanimous passage in April 2024 by the U.S. Senate followed the U.S. House of Representatives’ passage of the bill in December 2023. Subsequently, on May 13, 2024, President Biden signed this legislation into law. The ban became effective 90 days after its enactment on August 11, 2024 and is being phased in under Department of Energy conditional waivers before becoming a complete ban on January 1, 2028. As of June 30, 2026, 1.5 years remain until all Russian uranium products are fully banned from importation into the United States.
The United States has the world’s largest civilian nuclear reactor fleet, and it has now taken steps to reduce its reliance on state-sponsored Russian nuclear fuel.
In November 2024, in response to the U.S. ban on Russian uranium imports, Russia imposed a counter restriction on the export of enriched uranium to the United States. This was designed to create maximum uncertainty through its implementation on a shipment-by-shipment basis. Also in December 2024, Russia’s national nuclear company sold a 49% minority stake in a joint venture in a Kazakhstan uranium mine to a Chinese state-owned company. It was reported that this was done because of difficulties selling uranium to European or North American buyers due to sanctions recently imposed upon Russia.
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The war in Ukraine is ongoing and it is unclear at this time when and how it will end. In the early days of the new administration, President Trump appeared to be more open toward Russia’s interests, which caused concern from traditional European allies. Recently, the Trump’s Administration position regarding the war in Ukraine has become more balanced. The earlier embrace of Russia negatively impacted the prices of uranium equities and physical uranium commodities.
Nuclear Fuel and Uranium Market Conditions
Beginning in 2023, spot uranium prices reacted to supply/demand constraints and geopolitical risks. Positive catalysts across multiple levels of the nuclear fuel and uranium markets have set in motion uranium market and nuclear fuel opportunities for the next decade and beyond. Underlying fundamentals are the strongest in decades. This is attributable to multiple factors, including climate change, energy security, supply chain and energy scarcity initiatives. 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 and reduced mobile physical inventories, utilities have begun adding 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 redeployed, the reversal of phase-outs and shutdowns, and the deployment of advanced reactors / SMRs. However, the challenge is in meeting increasing demand simultaneously with supply constraints from the world’s largest suppliers.
Positive nuclear energy news has continued to highlight the global growth of future nuclear electricity generation which will drive increased nuclear fuel demand. However, due to the lead time needed for future uranium production, we are entering a phase where the supply-demand fundamentals are in a deep multi-year structural supply deficit. The future is not clear as we believe some miners, like ourselves, with available near-term production are waiting for higher price levels and/or project funding before making full start-up commitments. Utilities have also deferred contracting to understand how regulations and geopolitics will modify their future access to Russian uranium, conversion and enrichment services.
In the second quarter of 2024, 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 at the end of 2024 and in the beginning of 2025, and the nuclear and uranium equities that initially benefited saw a price reversal. This investment flow of funds is ongoing. During periods when the investment community seeks to increase AI/data center exposure, investments have been flowing into the nuclear and uranium sector. And then when the investment community seeks to reduce its AI/data center exposure, these flows tend to reverse. With the power purchase agreements signed between tech companies that sponsor AI data centers and nuclear utilities, these vast power requirements have become viewed by the market as a significant new long-term demand driver for nuclear energy as the best source of stable/reliable zero-carbon baseload power. This is another affirmation of long-term structural demand for nuclear fuel.
Nuclear Fuel Supply Chain Concentration Risks
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, China and India significantly reduces future supply for Western nuclear fuel buyers.
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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. In moving away from French and Western alliances, Niger has sought to replace these with Russian and Chinese state-backed enterprises in its natural resource sector. This is specifically applicable to uranium projects where both of these countries can bring production expertise and also be the end customer for all available production.
As of June 30, 2026, the Middle East remains a volatile focal point for global energy markets following years of escalating conflict that expanded from the 2023 Israel-Hamas war into a direct military confrontation with Iran and its proxies. In Gaza, a fragile ceasefire currently holds between the two nations. While large-scale hostilities have subsided, global stability continues to hinge on these ongoing talks to establish a post-war governance structure and secure a permanent end to the military actions that have destabilized the region. In late May 2026, the Israeli Prime Minister announced that he has directed the Israeli military to take control of 70% of the Gaza territory which could lead to a termination of the ceasefire and further escalation of military activities. After failed diplomatic negotiations, on February 28, 2026, the United States and Israel launched a joint operation against Iran. This new conflict has caused shipping disruptions in the Strait of Hormuz which has caused energy prices to spike and had a general negative effect on world markets. A large portion of the Middle East daily oil production is transported through the Strait of Hormuz. While there have been reports of multiple ceasefires, contradictory messages have been put forth from both sides of this conflict describing the status. Capital markets and energy prices have fluctuated based upon the messaging. This process is ongoing. In the Strait of Hormuz, ships remain stranded and ship traffic is still significantly reduced. This has further implications for energy-importing nations as their uranium buyers are more focused on domestic security and away from regional logistical risks. A secondary implication for uranium miners is that a large portion of the world’s sulphur, a key ingredient in the manufacturing of sulfuric acid used for mining and milling of uranium, is shipped through the Strait of Hormuz. Furthermore, among those countries at potential risk of an Iranian strike in Central Asia is Kazakhstan, the largest producer of uranium. The war with Iran continues to impact both physical uranium and uranium equity prices, but on a larger scale has been the largest variable impacting global capital markets and economies during 2026.
Private Placements
On June 13, 2025, the Company closed a brokered private placement of 5,911,786 units at a price of $0.63 (CAD $0.85) per 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.
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 “October 2025 PP”). The aggregate gross proceeds raised in the private placement amounted to $4,202,281 (CAD $5,900,000). 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. A 7% cash commission and broker warrants equal to 3.5% of the number of units sold, each exercisable into one common share at the issue price for a period of 54 months following the closing date, were issued to the sole underwriter in connection with the offering.
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Share Repurchase Program, NCIB
On December 19, 2025, the Company implemented a normal course issuer bid (“NCIB”) to allow it to purchase up to 6,672,291 of its common shares representing approximately 10% of the Company’s “public float” as of December 17, 2025, as defined under the policies of the CSE. The Company may purchase shares under the NCIB over a 12-month period beginning on December 19, 2025 and ending on December 18, 2026. Shares repurchased under the NCIB shall be purchased on the open market through the facilities of the CSE or Canadian alternative trading systems at the prevailing market price of the shares at the time of purchase and in accordance with the policies of the CSE and applicable Canadian securities laws. All shares purchased under the NCIB are required to be cancelled. The Company will fund any such purchases of shares under the NCIB with cash on hand.
The exact timing and amount of purchases of shares pursuant to the NCIB, if any, will depend on market conditions, the Company’s priorities for the use of our cash to fund the licensing and development of the Mustang Mineral Processing Plant, development of its mining properties, working capital considerations and other factors. The Company has no obligation to acquire any shares under the NCIB and may suspend or discontinue purchases under the NCIB at any time. Notably the NCIB program was established due to an index methodology change which resulted in the disposition, by sale into the public markets during December 2025, of the Company’s shares held by an investment fund who was a shareholder of the Company.
During the three and six months ended June 30, 2026, no shares were repurchased under the NCIB.
Results of Operations
The following table presents the Company’s financial results for the three and six months ended June 30, 2026 and 2025.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | 199,528 | $ | 30,509 | $ | 226,879 | $ | 71,730 | ||||||||
| Expenses | ||||||||||||||||
| Mining expenditures | 607,934 | 1,144,866 | 1,317,072 | 2,836,015 | ||||||||||||
| Professional fees | 121,299 | 243,297 | 285,602 | 414,917 | ||||||||||||
| General and administrative | 494,729 | 545,394 | 1,167,903 | 1,277,472 | ||||||||||||
| Consulting fees | 189,857 | 75,636 | 301,134 | 190,784 | ||||||||||||
| Total operating expenses | 1,413,819 | 2,009,193 | 3,071,711 | 4,719,188 | ||||||||||||
| Operating loss | (1,214,291 | ) | (1,978,684 | ) | (2,844,832 | ) | (4,647,458 | ) | ||||||||
| Interest income, net | 24,304 | 10,150 | 58,567 | 41,309 | ||||||||||||
| Other income, net | 28,103 | - | 23,544 | - | ||||||||||||
| Net loss | (1,161,884 | ) | (1,968,534 | ) | (2,762,721 | ) | (4,606,149 | ) | ||||||||
| Other comprehensive loss | ||||||||||||||||
| Foreign currency translation adjustment | (14,537 | ) | (17,107 | ) | (29,842 | ) | (32,442 | ) | ||||||||
| Comprehensive loss | $ | (1,176,421 | ) | $ | (1,985,641 | ) | $ | (2,792,563 | ) | $ | (4,638,591 | ) | ||||
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Three Months Ended June 30, 2026 as Compared to the Three Months Ended June 30, 2025
Summary:
Our condensed consolidated net loss for the three months ended June 30, 2026 and 2025 was $1,161,884 and $1,968,534, respectively. The principal components of these quarter over quarter changes are discussed below.
Our comprehensive loss for the three months ended June 30, 2026 and 2025 was $1,176,421 and $1,985,641, respectively.
Revenues
Our revenues for the three months ended June 30, 2026 and 2025 were $199,528 and $30,509, respectively. The increase in revenues of $169,019, or 554% was principally attributable to the recognition of $167,111 in revenue from the sale of uranium bearing material resulting from an increase in the final assayed grade and resulting price by the purchaser, for material which was delivered during 2025. There were no ore deliveries during the three months ended June 30, 2025.
Mining Expenditures
Mining expenditures for the three months ended June 30, 2026 were $607,934 as compared to $1,144,866 for the three months ended June 30, 2025. The decrease in mining expenditures of $536,932, or 47% was principally attributable to our cost saving initiative to reduce underground mining activities, pending market pricing signals to scale up mining operations. This resulted in reductions in the costs of personnel, mining supplies and services, maintenance and electricity costs.
Professional Fees
Professional fees for the three months ended June 30, 2026 were $121,299 as compared to $243,297 for the three months ended June 30, 2025. The decrease in professional fees of $121,998, or 50% was principally attributable to higher accounting fees in the prior year due to increased reliance on external accounting support associated with increased mining activities and related complexity.
General and Administrative
General and administrative expenses for the three months ended June 30, 2026 were $494,729 as compared to $545,394 for the three months ended June 30, 2025. The decrease in general and administrative expense of $50,665, or 9% is primarily due to decreases in insurance costs and non-cash stock-based compensation expense.
Consulting Fees
Consulting fees for the three months ended June 30, 2026 were $189,857 as compared to $75,636 for the three months ended June 30, 2025. The increase in consulting fees of $114,221, or 151% is primarily due to an increase in mill licensing activity and baseline data collection costs.
Interest Income, Net
Interest income, net for the three months ended June 30, 2026 was $24,304 as compared to $10,150 for the three months ended June 30, 2025. The increase in interest income, net of $14,154, or 139% was principally attributable to an increase in interest earned on higher invested cash balances during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Other Income, Net
Other income, net for the three months ended June 30, 2026 was $28,103 as compared to $0 for the three months ended June 30, 2025. The $28,103 income for the three months ended June 30, 2026 was principally attributable to the sale of mining equipment.
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Foreign Currency Translation Adjustment
Foreign currency translation adjustment for the three months ended June 30, 2026 was a loss of $14,537 as compared to a loss of $17,107 for the three months ended June 30, 2025.
Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025
Summary:
Our condensed consolidated net loss for the six months ended June 30, 2026 and 2025 was $2,762,721 and $4,606,149, respectively. The principal components of these period over period changes are discussed below.
Our comprehensive loss for the six months ended June 30, 2026 and 2025 was $2,792,563 and $4,638,591, respectively.
Revenues
Our revenues for the six months ended June 30, 2026 and 2025 were $226,879 and $71,730, respectively. The increase in revenues of $155,149, or 216% was principally attributable to the recognition of $167,111 in revenue from the sale of uranium bearing material resulting from an increase in the final assayed grade and resulting price by the purchaser, for material which was delivered during 2025, partially offset by both lower oil prices and lower oil and gas well volumes attributable to production decline curves during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Mining Expenditures
Mining expenditures for the six months ended June 30, 2026 were $1,317,072 as compared to $2,836,015 for the six months ended June 30, 2025. The decrease in mining expenditures of $1,518,943, or 54% was principally attributable to our cost saving initiative to reduce underground mining activities, pending market pricing signals to scale up mining operations. This resulted in reductions in the costs of personnel, mining supplies and services, maintenance, safety costs, and electricity costs.
Professional Fees
Professional fees for the six months ended June 30, 2026 were $285,602 as compared to $414,917 for the six months ended June 30, 2025. The decrease in professional fees of $129,315, or 31% was principally attributable to higher accounting fees in the prior year due to increased reliance on external accounting support associated with increased mining activities and related complexity.
General and Administrative
General and administrative expenses for the six months ended June 30, 2026 were $1,167,903 as compared to $1,277,472 for the six months ended June 30, 2025. The decrease in general and administrative expense of $109,569, or 9% is primarily due to decreases in insurance costs and non-cash stock-based compensation expense.
Consulting Fees
Consulting fees for the six months ended June 30, 2026 were $301,134 as compared to $190,784 for the six months ended June 30, 2025. The increase in consulting fees of $110,350, or 58% is primarily due to an increase in mill licensing activity and baseline data collection costs.
Interest Income, Net
Interest income, net for the six months ended June 30, 2026 was $58,567 as compared to $41,309 for the six months ended June 30, 2025. The increase in interest income, net of $17,258, or 42% was principally attributable to an increase in interest earned on higher invested cash balances during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
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Other Income (Expense), Net
Other income, net for the six months ended June 30, 2026 was $23,544 as compared to $0 for the six months ended June 30, 2025. The $23,544 income for the six months ended June 30, 2026 was principally attributable to the sales of mining equipment and a vehicle.
Foreign Currency Translation Adjustment
Foreign currency translation adjustment for the six months ended June 30, 2026 was a loss of $29,842 as compared to a loss of $32,442 for the six months ended June 30, 2025.
Liquidity and Capital Resources
Our cash and cash equivalents and restricted cash balances as of June 30, 2026 was $4,758,366. Our cash position is highly dependent on our ability to raise capital through the issuance of equity and our management of expenditures for mining and for the development of our mineral processing facility and for the fulfillment of our public company reporting responsibilities. Our management believes that in order to finance the development and mining operations of the mining resource properties, to construct our Kinetic Separation equipment and operations and to secure regulatory licenses for and to construct our uranium and vanadium mineral processing facilities, we will be required to raise additional capital by way of debt and/or equity. We will also require additional working capital to continue to scale-up our mining operations at the Sunday Mine Complex.
Net Cash Used In Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 and 2025 was $2,168,299 and $3,564,250, respectively. The decrease of $1,395,951 in cash used in operating activities was principally driven by a decrease in net loss of $1,843,428, offset by period over period reductions in cash used for changes in operating assets and liabilities, including a decrease of $175,080 related to prepaid expenses and other current assets and an increase of $181,252 in accounts payable and accrued liabilities, as well as a decrease of $92,886 in stock-based compensation.
Net Cash Provided By (Used In) Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2026 was $101,146 as compared to cash used in investing activities for the six months ended June 30, 2025 of $376,458. Net cash provided by investing activities for the six months ended June 30, 2026 was attributable to $130,000 in mining equipment and vehicle sale proceeds, partially offset by $28,854 of equipment purchases. Net cash used in investing activities for the six months ended June 30, 2025 was principally attributable to purchases of mining equipment.
Net Cash Provided By Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 and 2025 was $0 and $3,331,687, respectively. The cash provided by financing activities of $3,331,687 during the six months ended June 30, 2025 was due in its entirety to private placement proceeds, net.
Asset Retirement Obligations
Our mines are subject to certain AROs, which we have recorded as liabilities. The AROs of the United States mines are subject to legal and regulatory requirements and estimates of the costs of asset retirement obligations are reviewed periodically by the applicable regulatory authorities. The ARO represents our best estimate of the present value of future reclamation costs in connection with the mineral properties.
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We determined the aggregate gross ARO of the mineral properties to be $1,187,553, as of June 30, 2026 and December 31, 2025, respectively. The portion of the asset retirement obligation related to the Van 4 Mine, which is in reclamation as of June 30, 2026, and its related restricted cash are included in current liabilities and current assets, respectively, at a value of $75,057. Our internal mining operations team completed the last of the Van 4 reclamation work prior to the March 2, 2025 reclamation deadline and continues to wait for revegetation at the site. We submitted our surety reduction request application to the State of Colorado on January 7, 2026 for a reduction of the financial warranty based on current site conditions and consideration of reclamation activities completed. On March 19, 2026, the State of Colorado concluded its review and approved our request and reduced the financial warranty to $49,350. We are expecting to receive a refund of our financial warranty in the amount of $25,707 during the third quarter of 2026.
The Company’s asset retirement obligations are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the Company and the applicable regulatory authorities. The asset retirement obligations represent the Company’s estimate of the present value of future reclamation costs, discounted using a credit adjusted risk-free interest rate of 5.4% as of June 30, 2026 and December 31, 2025. The net discounted aggregated values as of June 30, 2026 and December 31, 2025 were $424,388 and $415,164, respectively. Financial warranties to secure AROs as of June 30, 2026 and December 31, 2025 were $1,187,553.
Oil and Gas Lease
In 2017, we entered into an oil and gas lease that became effective with respect to minerals and mineral rights owned by us on approximately 160 surface acres of our property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay us a royalty from the lessee’s revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest.
As of June 30, 2026, all sixteen (16) wells remain in production and we recognize royalty revenue on a monthly basis. The lease remains in effect, and royalty payments will continue for as long as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells.
Under the oil and gas lease and easement arrangements, during the three months ended June 30, 2026 and 2025, we recognized aggregate revenue of $32,417 and $30,509, respectively, and for the six months ended June 30, 2026 and 2025, we recognized aggregate revenue of $59,768 and $71,730, respectively.
Related Party Transactions
We have transacted with related parties pursuant to service arrangements in the ordinary course of business, as follows:
Prior to the acquisition of Black Range, Mr. 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 $345,598 (AUD $500,000) to Seller within 60 days of the first commercial application of the Kinetic Separation technology. We assumed this contingent payment obligation in connection with the acquisition of Black Range. At the date of the acquisition of Black Range, this contingent obligation was determined to be probable. Since the deferred contingent consideration obligation is probable and the amount is estimable, we recorded the deferred contingent consideration as an assumed liability in the amount of $345,598 and $333,349 as of June 30, 2026 and December 31, 2025, respectively.
We have multiple lease arrangements with Silver Hawk Ltd., an entity which is owned by George Glasier and his wife Kathleen Glasier. These leases, which are all on a month-to-month basis, are for the rental of office, workshop, warehouse and employee housing facilities. In connection with these arrangements, we incurred rent expense of $26,325 and $27,271 for the three months ended June 30, 2026 and 2025, respectively, and $52,650 and $53,596 for the six months ended June 30, 2026 and 2025, respectively.
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We are obligated to pay Mr. Glasier for reimbursable expenses in the amount of $16,247 and $74,063, included within accounts payable and accrued liabilities, as of June 30, 2026 and December 31, 2025, respectively.
Going Concern
With the exception of the quarter ended June 30, 2022, we have incurred losses from our operations and as of June 30, 2026, had an accumulated deficit of $38,868,538 and working capital of $3,449,482.
Since inception, we have met our liquidity requirements principally through the sale of our common shares and from limited revenue sources. On October 14, 2025, the Company closed a brokered private placement of 6,555,556 units at a price of $0.64 (CAD $0.90) per unit. The aggregate gross proceeds raised in the private placement amounted to $4,202,281 (CAD $5,900,000) and proceeds net of issuance costs were $3,806,270 (CAD $5,344,010). On June 13, 2025, we closed a brokered 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). 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.
Our ability to continue our operations and to pay our obligations when they become due is contingent upon us obtaining additional financing. Management’s plans include seeking to procure additional funds through debt and equity financing, to secure regulatory approval licenses to fully utilize Kinetic Separation and to permit and construct the Mustang Minerals Processing Plant for the processing of uranium and vanadium to generate operating cash flows. We will also require capital to fund the ongoing in-house mining operations at the Sunday Mine Complex and other portfolio projects.
Management evaluated conditions and events over a period of one year from the issuance date of these condensed interim consolidated financial statements. There are no assurances that we will be able to raise capital on terms acceptable to us or at all, or that cash flows generated from our operations will be sufficient to meet our current operating costs and required debt service. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our financial condition and operating results, or we may not be able to continue to fund our ongoing operations. These conditions raise substantial doubt about our ability to continue as a going concern to sustain operations for at least one year from the issuance of the accompanying financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Off Balance Sheet Arrangements
As of June 30, 2026, there were no off-balance sheet transactions. We have not entered into any specialized financial agreements to minimize our investment risk, currency risk or commodity risk.
Critical Accounting Estimates and Policies
The preparation of these condensed interim consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed interim consolidated financial statements and reported amounts of expenses during the reporting period.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, include, but are not limited to, the following: fair value of transactions involving common shares, assessment of the useful life and evaluation for impairment of intangible assets, valuation and impairment assessments of mineral properties and equipment, deferred contingent consideration, asset retirement obligations, valuation of stock-based compensation, and HST. Other areas requiring estimates include allocations of expenditures, depletion and amortization of mineral rights and properties.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on their evaluation of our disclosure controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and (b) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow for timely decisions regarding required disclosure.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective, due to our identified material weaknesses in internal control over financial reporting.
Based upon its assessment, as of June 30, 2026, management has identified the following material weaknesses in its internal control over financial reporting, inclusive of the control weakness related to disclosure controls and procedures:
| 1. | The lack of sufficient dedicated accounting personnel, resulting in delays around the timely collection of inputs and the preparation and review of financial reporting, as well as the inability to provide for effective segregation of duties, and |
| 2. | The lack of formal documentation of the design of the control environment and the related control processes and procedures. |
Remediation Efforts to Address Material Weaknesses
We have identified and implemented, and continue to implement, certain remediation efforts to improve the effectiveness of our internal control over financial reporting. These remediation efforts are ongoing and include the following measures to address the material weaknesses identified:
| ● | We have engaged additional accounting resources from our consultants. These additional resources have enabled us to improve the timeliness and initial recording of inputs as well as for the preparation of account reconciliations. |
| ● | We have engaged a new member of the management team into our cash disbursement function, thus providing an improvement in segregating duties for incompatible roles. |
| ● | We have implemented additional procedures in connection with our monthly accounting closing process. |
While we believe the steps taken to date will improve the effectiveness of our internal control over financial reporting, we have not yet completed all of our planned remediation efforts.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a- 15 or 15d-15 under the Exchange Act that occurred during the Company’s second fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
In the opinion of management, we are not involved in any claims, legal actions or regulatory proceedings as of June 30, 2026, the ultimate disposition of which would have a material adverse effect on our condensed interim consolidated financial position, results of operations, or cash flows.
Item 1A. Risk Factors
In addition to the other information set forth in this Form 10-Q, including in Part I, Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Forward-Looking Statements” and elsewhere in Item 2, the risks and uncertainties which could adversely affect our business, financial condition, results of operations and future growth prospects that we believe are most important for you to consider are discussed in Part I, Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Commission on April 15, 2026. The risks described in our Annual Report on Form 10-K for the year ended December 31, 2025 are not the only risks we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. There are no material changes to the Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
All of our sales of unregistered equity securities during the period covered by this report have been disclosed previously on Form 8-K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
For Western, safety is a core value, and we strive for superior performance. Our health and safety management system, which includes detailed standards and procedures for safe production, addresses topics such as employee training, risk management, workplace inspection, emergency response, accident investigation, and program auditing. In addition to strong leadership and involvement from all levels of the organization, these programs and procedures form the cornerstone of safety at Western, ensuring that employees are provided a safe and healthy environment and are intended to reduce workplace accidents, incidents and losses, comply with all mining-related regulations and provide support for both regulators and the industry to improve mine safety.
The operation of our U.S. based mine is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects our mine on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act Following passage of The Mine Improvement and New Emergency Response Act of 2006, MSHA significantly increased the number of citations and orders charged against mining operations. The dollar penalties assessed for citations issued has also increased in recent years.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with the Commission information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. Western went into active mining operations at the Sunday Mine Complex during 2021. During the quarter ended June 30, 2026, Mine Safety and Health Administration (MSHA) mine inspections have not yielded any disclosures required by Section 1503(a) of the Dodd-Frank Act.
Item 5. Other Information
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Item 6. Exhibits
| Exhibit No. | Description | |
| 3.1 * | Certificate of Incorporation, as amended | |
| 3.2 * | Amended and Restated Bylaws | |
| 4.1** | Shareholder Rights Plan Agreement, as of May 24, 2023 | |
| 4.2 | Successor Rights Plan Agreement, dated June 27, 2025 | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 95 | Mine Safety Disclosure Exhibit | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Previously filed as an exhibit to the Company’s Form 10 registration statement filed on April 29, 2016 and incorporated herein by reference. |
| ** | Previously filed as an exhibit to the Company’s Form 10-Q Quarterly Report for the three and six months ended June 30, 2023 filed on August 18, 2023 and incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WESTERN URANIUM & VANADIUM CORP. | ||
| Date: August 14, 2026 | By: | /s/ George Glasier |
|
George Glasier Chief Executive Officer and President | ||
| Date: August 14, 2026 | By: | /s/ Robert Klein |
| Robert Klein | ||
| Chief Financial Officer | ||
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