ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The information disclosed in this annual report, and the information incorporated by reference herein, includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 annual 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 Item 1A, “Risk Factors” and this Item 7 of this annual 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 audited consolidated annual financial statements and footnotes thereto contained in this annual 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.
On September 16, 2015, Western completed its acquisition of Black Range, an Australian company that was listed on the Australian Securities Exchange until the acquisition was completed. The acquisition terms were pursuant to a definitive Merger Implementation Agreement entered into between Western and Black Range. Pursuant to the agreement, Western acquired all of the issued shares of Black Range by way of Scheme of Arrangement (“the Scheme”) under the Australian Corporation Act 2001 (Cth) (the “Black Range Transaction”), with Black Range shareholders being issued common shares of Western on a 1 for 750 basis. On August 25, 2015, the Scheme was approved by the shareholders of Black Range, and on September 4, 2015, Black Range received approval by the Federal Court of Australia. In addition, Western issued options to purchase Western common shares to certain employees, directors, and consultants. Such stock options were intended to replace Black Range stock options outstanding prior to the Black Range Transaction on the same 1 for 750 basis.
Under United States Securities and Exchange Commission (“Commission”) rules, the Black Range transaction triggered the Company being deemed a United States domestic issuer and losing its foreign private issuer exemption. On April 29, 2016, the Company filed a Form 10 registration statement with the Commission after shifting its basis of accounting from IFRS to U.S. GAAP. On June 28, 2016, the Company’s registration statement became effective and Western became a United States reporting issuer.
On June 30, 2023, Western re-qualified as a foreign private issuer as that term is defined in Rule 3b-4(c) promulgated under the Exchange Act. As a result, the Company may now utilize certain accommodations made to foreign private issuers, including (1) an exemption from complying with the Commission’s proxy rules, (2) an exemption from the Company’s insiders having to comply with the reporting and short-swing trading liability provisions of Section 16 under the Exchange Act, (3) the ability to make periodic filings with the Commission on the Form 20-F and Form 6-K foreign issuer forms, and (4) the ability to offer and sell unrestricted securities outside of the United States pursuant to Rule 903 of Regulation S. The Company plans to take advantage of these accommodations. However, the Company currently has decided to voluntarily continue to file periodic reports with the Commission using domestic issuer forms including filing annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. As of the subsequent measurement date, June 30, 2024, Western reconfirmed its qualification as a foreign private issuer for periods ended through December 31, 2025.
The Company has registered offices at 5 Church Street, Toronto, Ontario, Canada, M5E 1M2, and its common shares are listed on the CSE under the symbol “WUC” and are traded on the OTCQX Best Market under the symbol “WSTRF”. Its principal business activity is the acquisition and development of uranium and vanadium resource properties in the states of Utah and Colorado in the United States of America (“United States”).
Recent Developments
Uranium Markets and Western Strategy
Between July 2024 and August 2025, the uranium term price was in the $80.00 to $81.50 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. This Fall 2025 rally was ignited in mid-September by President Trump and 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 into the $80/lb range. The uranium price trend is strong. Over the five year period from 2020 to 2025, both spot and term prices have moved up from the $30/lb range to the $80/lb range. 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 in 2024, we had anticipated a recovery in 2025, supported by the U.S. ban on Russian uranium ( 2028) and the Trump administration’s backing of nuclear energy and domestic mining. The Company’s interpretation of market signals was that uranium markets would at replacement price levels. However, given recent 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 fueled by political and trade uncertainties related to the tariff situation initiated by the current U.S. Administration and more recently the war in 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: constructing the proposed 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.
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 proposed 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 , directly translating into increased value for shareholders. The team has begun the requisite permitting process, as we wait for the ground to firm-up post-winter. Uranium Ridge is targeted for a confirmation and exploration drill program. The objectives are to confirm the historic drilled-out resources and expand the resource to the newly added 785 acres of acquired by staking.
Mustang Mineral Processing Plant
We are prioritizing the development of the Mustang Mineral Processing Plant (Mustang) in Colorado due to its close proximity to the SMC and lower hauling costs in comparison to the Maverick Minerals Processing Plant in Utah. In preparing the new licensing and permitting application, Western expects to benefit from the prior site owner’s completion of all phases of licensing and permitting of their Pinon Ridge Mill project. This facility will be designed to recover uranium and vanadium both from conventional materials mined from Company mines and materials produced by other mining companies. After permitting and construction, and subject to available financing, the processing of uranium and vanadium materials is targeted to commence in 2029. The Colorado milling license that Western is currently seeking will incorporate Kinetic Separation via an amendment to the initial license – as Western’s current plan is to submit a licensing application that is substantially identical to the application that was used previously for the Pinon Ridge Mill (which did not include the Company’s Kinetic Separation technology). Official baseline data collection at Mustang began in December 2024 for water monitoring and January 2025 for air monitoring. The required water monitoring data collection has been completed and hydrology reporting is being prepared. As the air monitoring equipment required repair, we will need to continue to collect air sample data into 2Q 2026. Results to date for both water and air quality is 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 will begin preparing the radioactive materials license application in 2Q 2026 targeting submission by October 2026. Mustang’s completion is for in-house yellowcake production.
Mustang Mineral Mill Site Acquisition
On October 1, 2024, Western, through its wholly owned subsidiary, Western Utah, executed a binding stock purchase agreement to purchase 100% of the shares of PRC from a private investor group and thereby acquire Mustang, which is a wholly owned subsidiary of PRC. Mustang owns an 880-acre property located in Montrose County, Colorado, where a uranium processing mill was previously licensed but never constructed. The transaction was accounted for as a purchase of an asset. The Company assumed an obligation to an unrelated third party to remit a royalty based on the volume of minerals processed through any mineral processing plant located on the property.
The acquisition becomes the second property that Western has acquired, in addition to the Maverick site in Utah. It also becomes part of Western’s plans for developing and licensing one or more uranium and vanadium processing facilities to process production from its resource properties in Colorado and Utah.
George Glasier, the President, CEO and a director of Western, and his wife Kathleen owned 50% of the shares of PRC and Andrew Wilder, a director of Western, indirectly owned 3% of the shares of PRC, and so the transaction was considered a related party transaction. The Company’s Board of Directors established an independent committee of the Board comprised of directors who were not considered to have an interest in the transaction. The independent committee supervised the negotiation of and approved Western’s entry into the PRC agreement.
The total purchase price of PRC was $1.98 million, which consisted of an aggregate of $829,167 in payments to former PRC shareholders for their equity interests and outstanding loans made to PRC and related accrued interest and a $1,148,125 payment for principal and interest to a third party in satisfaction of an assumed liability of Mustang. For the 53% ownership of PRC, $414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew Wilder.
Sunday Mine Complex Project
In response to elevated uranium prices during early 2024, Western spent 2024 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 continued to define additional mining areas utilizing underground horizontal drilling. During the third quarter of 2024, the operations team moved to an area of the Sunday Mine where the last operator ceased production. Existing underground workings were rehabilitated and utilities were installed in a large stope area close to the former production face.
With uranium pricing still at suppressed levels, there has been a corresponding reduction in mining operations in 2025. The development of the Sunday Mine Complex became a secondary focus after the first quarter of 2025 as the mining team alternated between mine development and hauling / delivery activities related to the Ore Purchase Agreement.
During 2025, Western extended work in three areas of the GMG deposit and advanced the Leonard & Clark decline. Underground operations were placed on temporary standby during Q1 2026, 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.
Sunday Mine Complex Drilling Program
The first phase of the horizontal underground drilling program was successfully completed. The program employed rigorous quality control, including twinning holes, assaying, and drilling core samples. The program included 20,366 feet of drilling plus an additional 1,655 feet of core drilling. Half of these core holes targeted mineralized faces identified during underground development, while the other half confirmed previously identified ore zones. Geotechnical and geological logging also mapped major faults and weak ground conditions. The program confirmed five mineralized pockets in the GMG drift and outlined the deposit’s overall shape and trend. The horizontal drilling program defined mineralized deposits but did not establish deposit thickness. A second program phase would necessitate surface/vertical drilling to capture thickness data to update geologic resource estimates. Having successfully completed the initiatives at the Sunday Mine Complex, we gradually reduced staffing through attrition, consultant cutbacks, selective layoffs, and redeployment. These efficiency measures have been taken to align the workforce with Company capitalization levels. During mine development activities, we have attempted to drift around mineralization, leaving the seam faces for quick access during the next period of full production.
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 discussed in more detail below. Progress has been made on each of these initiatives. At the Topaz Mine, a new monitor well has been drilled and is actively being flushed in preparation for the delivery of new monitoring equipment. Once installed, we will commence the water quality sampling program. At the Sage Mine, we have now received both state and BLM approvals to commence limited work at this mine. For the Van 4, the team is preparing a vertical drill rig to begin a drilling program with both development and exploration/ resource expansion objectives.
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 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.
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 is for a one year period and provides for the delivery of up to 25,000 short tons of uranium bearing ore to the White Mesa Mill in Blanding, Utah. PRM shall make deliveries at its own cost and the purchase price per ton will be based upon the average grade of uranium of each lot, and other qualifying conditions. Within 30 days after each lot is closed, Purchaser shall pay to PRM an 85% provisional payment (“Provisional Payment”) calculated based upon the sampled grade and an agreed upon pricing schedule. Within 30 days after each lot is fed to processing, the Purchaser shall pay to PRM a final settlement payment calculated based upon the assayed grade and the agreed upon pricing schedule, net of a royalty, pursuant to a previously existing royalty agreement with the Purchaser.
During April and May 2025, the Company focused on the operational preparations required to begin hauling material. Also during this period, an additional ore pad was constructed, equipment and vehicles were prepared, and new equipment was purchased. The Company commenced deliveries in late June 2025 and during this period through September, Western delivered approximately 1,600 tons of mined material from the Sunday Mine Complex to the White Mesa Mill. Hauling capacity proved a limiting factor as all deliveries were completed by Western employees, alternating driving duties, utilizing a single Company truck to make ~20 ton deliveries. Most of the uranium-bearing feedstock utilized to make deliveries under the Ore Purchase Agreement originated from underground stockpiled materials from historical work projects. which was supplemented by a small amount of new production from the Sunday Mine Complex. During the year ended December 31, 2025, we recognized revenue from the sale of ore, net of royalty, of $297,285. As of December 31, 2025, included within other current assets on the consolidated balance sheet were receivables in the amount of $45,503 due from Purchaser. At the end of September 2025, Western made the decision to pause additional future deliveries in favor of focusing the mining staff on development projects that can increase future feedstock quantities for the Mustang Mineral Processing Plant.
Infrastructure
Western expanded its fleet of mining equipment and vehicles in 2023/2024 by purchasing discounted used equipment and reconditioning it with an in-house team of mechanics. This approach has the advantage of putting equipment into reliable high-volume usage condition at a fraction of the cost, while mitigating supply chain issues. The Company has sought cost savings in this area by limiting new purchases in 2025 and opting to rehabilitate the remainder of the fleet over a longer duration. Most purchases made in 2025 were required for hauling uranium-bearing material to the White Mesa Mill.
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 over the Maverick site.
Bullen Property (Weld County)
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 of approximately 160 surface acres of the Company’s mining property in Colorado. As consideration for entering into the lease, the lessee has agreed to pay the Company a royalty from the lessee’s revenue attributed to oil and gas produced, saved, and sold attributable to the net mineral interest. The Company has also received cash payments from the lessee related to the easement that the Company is recognizing incrementally over the eight year term of the easement.
On June 23, 2020, the operator elected to extend the oil and gas lease easement for three additional years through July 2023. This was done to provide additional time in order to complete well construction and commence oil and gas production. During 2021, the operator completed a first set of eight (8) wells which commenced oil and gas production by August 2021. During 2022, the operator completed a second set of eight (8) wells which commenced oil and gas production by August 2022. All sixteen (16) wells remain in production and monthly royalty payments will be ongoing in perpetuity as long as oil and/or gas are produced from the pooled unit containing these sixteen (16) wells.
During the years ended December 31, 2025 and 2024, we recognized aggregate revenue of $128,163 and $183,803, respectively, under these oil and gas lease arrangements. For the year ended December 31, 2025, oil and gas royalties declined due to lower volumes attributable to production decline curves.
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.
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.
In November 2024, the United States held a highly contested Presidential election between Republicans (Trump-Vance) and Democrats (Harris-Walz). The Trump-Vance Republican ticket won, returning former President Donald Trump to the Presidency. Republicans also achieved Congressional majorities in both the Senate and House of Representatives. Nuclear energy now enjoys bipartisan support. However, with the change in Presidential Administrations, the Biden emphasis on climate change and clean energy initiatives was replaced by Trump pro-energy initiatives. In his first day in 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. The new administration is seeking a reduction in the federal government’s size and regulatory power; we believe this is likely to expedite the permitting and development of energy resource projects.
The Trump Administration has put forth multiple measures that are very positive for U.S. domestic energy and mining and for Western. On February 14, 2025, President Trump signed an Executive Order creating the National Energy Dominance Council. On March 20, 2025, to boost domestic production of critical minerals and reduce reliance on foreign imports, President Trump signed an Executive Order titled “Immediate Measures to Increase American Mineral Production.” On April 9, 2025, President Trump signed an Executive Order entitled “Zero-based Regulatory Budgeting to Unleash American Energy” to reduce costs on energy production by requiring conditional sunset dates for regulations. Then on April 15, 2025, an Executive Order was released entitled “Ensuring National Security and Economic Resilience through Section 232 Actions on Processed Critical Minerals and Derivative Products”. The Department of the Interior followed on April 23, 2025, by implementing emergency permitting procedures to strengthen domestic energy supply. In April / May 2025, in response to President Trump’s earlier March 20, 2025 Executive Order, the Federal Permitting Improvement Steering Council announced the first two waves of critical mineral production projects selected to benefit from expedited permitting; the second included two uranium projects. On May 23, 2025, President Trump signed four Executive Orders specific to boosting the U.S. domestic nuclear fuel cycle. This incited a uranium mining stock rally the following day. Since taking office, President Trump has signed no fewer than 10 Executive Orders to the energy sector that we believe to be directly or indirectly to nuclear and/or uranium mining industries. On November 7, 2025 the U.S. Geological Survey published the final 2025 List of Minerals, and uranium was added to the list. The Trump administration is expanding the list amid efforts to domestic mining and reliance on imports for those minerals it deems essential for the U.S. economy and national security. As a result, uranium projects qualify increasingly for federal incentives, national stockpiling, and priority research.
During August 2025, DOE’s Office of Nuclear Energy established the Defense Production Act (DPA) 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. Importantly, the enactment of a Russian ban releases funding to support the American nuclear supply chain. This funding was deployed by the DOE under a new program called the Low-Enriched Uranium (LEU) – Enrichment Acquisition. 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.
The war in Ukraine is ongoing and it is unclear at this time when and how it will end but the parties have commenced negotiations under the guidance of the Trump Administration. 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 during much of 2025.
Nuclear Fuel and Uranium Market Conditions
The uranium term price was in the $80.00 to $81.50 range between July 2024 and August 2025, 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. In January 2026, uranium spot prices spiked closing above $100/lb for 2 days and above $90/lb for 5 days. After this short lived rally was over spot prices declined and settled into the $80/lb range. The uranium price trend is strong. Over the five year period from 2020 to 2025, both spot and term prices have moved up from the $30/lb range to the $80/lb range. In 2023/2024, 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 in decades. This is attributable to multiple factors, including climate change, energy security, supply chain and energy scarcity initiatives. The supply/demand has flipped from a market with excess supply into a market with excess future demand. With the reduced availability of secondary supplies, 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, nuclear reactors being redeployed, the reversal of phase-outs and , and the deployment of advanced reactors / SMRs. However, the is in meeting increasing demand simultaneously with supply constraints from the world’s largest suppliers. In spite of all these attributes, spot uranium prices have in 2025 versus 2024 levels, as have the equities of junior uranium miners. We anticipate that both will to reflect the underlying fundamentals in the nuclear/uranium sector. Multiple market analysts have flagged low availability of mobile secondary inventories. We believe the continued draw down of inventories to be a market catalyst for uranium prices.
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 in the fourth quarter of 2024 and in the first quarter of 2025, and the nuclear and uranium equities that initially benefited saw a price reversal. In 2025 this investment thesis increased investment in nuclear and uranium. With the agreements signed between tech companies that sponsor AI data centers and the nuclear industry, these vast power requirements have become viewed by the market as a significant new long-term demand driver for nuclear power as the best source of stable/reliable baseload power.
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 and China significantly reduces future supply for Western nuclear fuel buyers.
In July 2023, the government of Niger was overthrown by its military. This is significant because the new regime is opposed to Western interests and this landlocked West African country holds the 7th largest uranium resource in the world and was producing about 5% of global production. The conflict has an anti-French sentiment, and the Junta has initiated multiple actions that are counter to French interests. Most importantly, Niger’s Junta has threatened the export of uranium to France which has serious implications because France acquires 20% of its natural uranium from Niger. In addition to the French evacuating/ being expelled from Niger, the U.S. military also departed the country. The Junta is utilizing Russian military support as a replacement. In addition, the Niger government has revoked operating permits from foreign uranium companies, including Orano in June 2024 and Goviex in July 2024. In November 2024, Orano further reported that it had lost operational control, to authorities in Niger, of another of its uranium mines. This mine was in production, but had been impacted by export restrictions imposed by the Junta.
During October 2023, geopolitical instabilities spread further to the Middle East after a Hamas attack on Israel triggered a counterattack by Israel on the Gaza Strip. This additional hot spot further increases volatility in the world and destabilizes the Middle East region that is highly influential on global energy prices. The Israel-Hamas hostilities have escalated over the Summer of 2024 and then spread to other countries in the Middle East. At the beginning of 2025, Israel and Hamas agreed to a ceasefire which ended in March 2025; the hostilities resumed in March and it is not clear when and if the combatants will be able to negotiate a new ceasefire or an end to military actions. In August 2025, the Israeli Prime Minister spoke of Israel’s intention to take control of the entire Gaza Strip and said that he will be seeking backing from Israeli government ministers. On June 13, 2025, Israel attacked key nuclear and military facilities in Iran with Iranian military responding with attacks on Israel soon after. The conflict escalated quickly, which raised significant concerns for the stability of the region, and oil prices increased in the first days of the war. On June 22, 2025, the United States military bombed a number of Iranian nuclear sites in a move to Iranian authorities to negotiate a nuclear treaty and end the hostilities. Subsequently, both Israel and Iran began to abide by a ceasefire, which appears to be holding. U.S. President Trump presented a 20-point Gaza ceasefire plan and pressured both sides Israel and Palestinians into indirect negotiations and a ceasefire resulted. This resulted in a hostage-prisoner exchange in October 2025, when the remaining living Israeli hostages were released and exchanged for almost 2,000 Palestinian prisoners and detainees held by Israel. The hope is for a post-war governance plan that will result in a lasting ceasefire; negotiations are ongoing.
After failed diplomatic negotiations, on February 28, 2026, the United States and Israel launched a joint operation on Iran which extended to neighboring Gulf countries. This new conflict has caused shipping disruptions in the Strait of Hormuz which are increasing energy prices and having a negative effect on world markets overall. A large portion of the Middle East daily oil production is transported through the Strait of Hormuz. This had further implications for energy-importing nations as their uranium buyers are more focused on domestic security and away from regional logistical risks. Among those at risk of an Iranian strike in Central Asia is Kazakhstan, the largest producer of uranium.
Private Placements
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, will be issued to the sole underwriter in connection with the offering.
The units under the October 2025 PP were issued to certain purchasers pursuant to the listed issuer financing exemption (“LIFE”) under Part 5A of National Instrument 45-106– Prospectus Exemptions , as amended by the Coordinated Blanket Order 45-935Exemptions from Certain Conditions of the Listed Issuer Financing Exemption . In connection with the LIFE offering, the Company filed with the applicable securities regulators a Second Amended and Restated Offering Document dated October 14, 2025 (the “LIFE Offering Document”) whereby, among other things, the Company described the intended use of its available funds after closing of the LIFE offering. As of the date hereof, the Company used the funds largely as described in the LIFE Offering Document, but the Company is planning to delay the drilling, monitoring and permitting work at the San Rafael Uranium Project and to slow down the mine development and maintenance at the Sage Mine, the Van 4 Mine and the Sunday Mine Complex . Currently, the Company’s focus with its available funds is to advance the permitting of the Mustang Mineral Processing Plant and to perform exploratory drilling at the Uranium Ridge project. Although the Company currently intends to use its cash resources as described herein, there may be circumstances where a reallocation of funds may be deemed prudent or necessary, which may result in actual expenses varying materially from projections. Such a reallocation could be done in light of a number of factors, including the Company’s ability to execute its business plan, market conditions and results from previous expenditures. For a more detailed discussion on the Company’s plans, see Item 1: Business and Item 1A: Risk Factors .
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 year ended December 31, 2025, no shares were repurchased under the NCIB.
On June 13, 2025, the Company closed a private placement of 5,911,786 units at a price of $0.63 (CAD $0.85) per unit. The aggregate gross proceeds raised in the private placement amounted to $3,693,424 (CAD $5,025,018) and proceeds net of issuance costs were $3,331,687 (CAD $4,532,939). Each unit is comprised of one common share of Western and one common share purchase warrant. Each warrant is exercisable into one common share at a price of $0.77 (CAD $1.05) per share for a period of four years following the closing date of the private placement. A total of 5,911,786 common shares and warrants to purchase 5,911,786 common shares were issued to investors and warrants to purchase 206,913 common shares were issued to broker dealers in connection with the private placement. Of the 5,911,786 common shares and warrants issued to investors, 117,647 were issued to Mr. Glasier for his participation in the private placement.
Results of Operations
Year Ended December 31, 2025 as Compared to the Year Ended December 31, 2024
The following table presents the Company’s financial results for the years ended December 31, 2025 and 2024.
For the Years Ended
December 31,
Revenues
Expenses
Mining expenditures
Professional fees
General and administrative
Consulting fees
Total operating expenses
Operating loss
Interest income, net
Other income (expense), net
Net loss
Other comprehensive loss
Foreign currency translation adjustment
Comprehensive loss
Summary:
Our consolidated net loss for the years ended December 31, 2025 and 2024 was $7,175,923 and $10,112,037, respectively. The principal components of these year over year changes are discussed below.
Our comprehensive loss for the years ended Decembers 31, 2025 and 2024 was $7,211,182 and $10,271,899, respectively.
Revenues
Revenues for the year ended December 31, 2025 were $425,448 as compared to $183,803 for the year ended December 31, 2024. The increase in revenues of $241,645, or 131%, was primarily related to $297,285 of revenue from the sale of uranium bearing material during the year ended December 31, 2025 as compared to receiving only oil and gas royalties during the year ended December 31, 2024.
Mining Expenditures
Mining expenditures for the year ended December 31, 2025 were $4,447,119 as compared to $5,285,140 for the year ended December 31, 2024. The decrease in mining expenditures of $838,021, or 16%, was principally attributable to a decrease in mining, drilling, and explosive supplies, reduced Rimrock joint venture costs and lower non-cash stock-based compensation expense. These decreases were principally offset by an increase in depreciation expense from additional equipment, facilities being placed in service during 2025, and an increase in reclamation expenditures due to the first quarter 2025 completion of the Van 4 reclamation.
Professional Fees
Professional fees for the year ended December 31, 2025 were $581,224 as compared to $613,403 for the year ended December 31, 2024. The decrease in professional fees of $32,179, or 5%, was primarily due to higher professional fees during the year ended December 31, 2024 in connection with an elevated level of business, mining and acquisition activities, which has since reduced during the 2025 period.
General and Administrative
General and administrative expenses for the year ended December 31, 2025 were $2,283,333 as compared to $3,599,460 for the year ended December 31, 2024. The decrease in general and administrative expenses of $1,316,127, or 37%, was primarily due to a reduction in payroll and benefits expenses due to a decrease in staff size, and to a decrease in non-cash stock-based compensation expense.
Consulting Fees
Consulting fees for the year ended December 31, 2025 were $399,696 as compared to $1,020,577 for the year ended December 31, 2024. The decrease in consulting fees of $620,881, or 61%, was due to a spending shift in the mineral processing plant licensing efforts. The current period was comprised of lower baseline data collection costs at the Mustang site, whereas the prior period was comprised predominantly of higher engineering costs at the Maverick site.
Interest Income, Net
Interest income, net for the year ended December 31, 2025 was $106,207 as compared to $224,738 for the year ended December 31, 2024. The decrease in interest income, net of $118,531, or 53%, was principally attributable to a decrease in interest earned due to lower interest rates and lower cash balances during the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Other Income (Expense), Net
Other income (expense), net for the year ended December 31, 2025 was income of $3,794 as compared to expense of $1,998 for the year ended December 31, 2024. The change in other income (expense), net of $5,792 was attributable to a gain on the disposal of equipment during the year ended December 31, 2025 as compared to a loss on disposal of equipment incurred during the year ended December 31, 2024.
Foreign Currency Translation Adjustment
Foreign currency translation adjustment for the year ended December 31, 2025 was a loss of $35,259 as compared to a loss of $159,862 for the year ended December 31, 2024. The lower foreign currency translation adjustment loss for the year ended December 31, 2025 was principally attributable to a narrowing of the exchange rate exposure, as compared to the year ended December 31, 2024.
Liquidity and Capital Resources
Our cash and cash equivalents and restricted cash balance as of December 31, 2025 was $6,858,183. Our cash position is highly dependent on our ability to raise capital through the issuance of debt and equity and our management of expenditures for mining and for the development of our mineral processing mill 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 properties, to construct our Kinetic Separation equipment and operations and to secure regulatory licenses for and to construct our uranium and vanadium minerals 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. This outlook is based on our current financial position and is subject to change if opportunities become available based on current exploration program results and/or external opportunities.
Net Cash Used In Operating Activities
Net cash used in operating activities was $5,775,735 for the year ended December 31, 2025, as compared with $8,297,043 used in operating activities for the year ended December 31, 2024. The decrease of $2,521,308 in cash used in operating activities was principally driven by a decrease in net loss of $2,936,114 as cost cuts were phased-in during the year and an increase of $209,155 in depreciation expense, offset by a decrease of $584,320 in stock-based compensation.
Net Cash Used In Investing Activities
Net cash used in investing activities was $765,449 for the year ended December 31, 2025, as compared with $3,391,888 for the year ended December 31, 2024. The decrease in cash used in investing activities of $2,626,439 was principally due to reduced purchases of mining equipment and vehicles in the current period. We have shifted emphasis from new acquisitions to refurbishing our previously acquired vehicles and equipment.
Net Cash Provided By Financing Activities
Net cash provided by financing activities was $7,137,957 for the year ended December 31, 2025, as compared with $8,152,328 for the year ended December 31, 2024. The decrease in cash provided by financing activities of $1,014,371 was principally due to a $3,591,087 increase in proceeds from private placements during 2025 offset by proceeds of $4,605,458 from warrant exercises during 2024. There was no corresponding warrant exercises during 2025.
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.
During the year ended December 31, 2025, in connection with our Sage Mine, we incurred additional gross and discounted asset retirement obligations of $24,396 and $6,713, respectively. We determined the gross ARO of the mineral properties to be $1,187,553 and $1,163,978, as of December 31, 2025 and 2024, respectively. The portion of the asset retirement obligation related to the Van 4 Mine, which is in reclamation as of December 31, 2025, and its related restricted cash are included in current liabilities and current assets, respectively, at a value of $75,057. During the year ended December 31, 2025, our internal mining operations team has been performing the Van 4 Mine reclamation work. We submitted our Surety Reduction Request application to the CDRMS on January 7, 2026 for a reduction of the financial warranty based on current site conditions and consideration of reclamation activities completed thus far. On March 19, 2026, the CDRMS concluded its review and approved the Company’s request and reduced the financial warranty from $75,057 to $49,350.
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 rates of 5.4% as of December 31, 2025 and 2024. The net discounted aggregated values as of December 31, 2025 and 2024 were $415,164 and $410,098, respectively. On March 13, 2025 and July 31, 2025, the Company remitted $351,131 and $24,489, respectively, in connection with the reevaluation of reclamation costs for existing mining properties. The gross AROs as of December 31, 2025 and 2024 are secured by financial warranties in the amount of $1,187,553 and $812,993, respectively.
Oil and Gas Lease and Easement
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. We have also received cash payments from the lessee related to the easement that we are recognizing incrementally over the eight year term of the easement.
On June 23, 2020, the same entity as discussed above elected to extend the oil and gas lease easement for three additional years, commencing on the date the lease would have previously expired. During 2021, the operator completed a first set of eight (8) wells which commenced oil and gas production by August 2021. During 2022, the operator completed a second set of eight (8) wells which commenced oil and gas production by August 2022. All sixteen (16) wells remain in production and monthly royalty payments will be ongoing in perpetuity 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 years ended December 31, 2025 and 2024, we recognized aggregate revenue of $128,163 and $183,803, respectively, under these oil and gas lease arrangements.
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 $333,349 (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 $333,349 and $309,138 as of December 31, 2025 and 2024, respectively.
On October 1, 2024, Western, through its wholly owned subsidiary, Western Utah, executed a binding stock purchase agreement (the “PRC Agreement”) to purchase 100% of the shares of PRC from a private investor group and thereby acquire an 880 acre property located in Montrose County, Colorado, where a uranium processing plant was previously licensed but never constructed. George Glasier, the President, CEO and a director of Western, and his wife Kathleen owned 50% of the shares of PRC, and Andrew Wilder, a director of Western, indirectly owned 3% of the shares of PRC. Therefore, this transaction constitutes a related party transaction. The Company’s Board of Directors established an independent committee of the Board, comprised of directors who are not considered to have an interest in the transaction. The independent committee supervised the negotiation of and approved Western’s entry into the PRC Agreement. Of the total cash paid to the sellers, $414,584 was paid to George Glasier and $24,875 was paid to an affiliate of Andrew Wilder.
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 $108,546 and $106,500 for the years ended December 31, 2025 and 2024, respectively.
We are obligated to pay Mr. Glasier for reimbursable expenses in the amount of $74,063 and $83,554, included within accounts payable and accrued liabilities, as of December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, we purchased equipment from Silver Hawk Ltd. for $9,000. There were no purchases from Silver Hawk Ltd. during the year ended December 31, 2025.
In connection with the Company’s June 13, 2025 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.
In December 2025, Mr. Glasier acquired an aggregate of 100,000 common shares of the Company at a price of $0.35 (CAD $0.48 as of December 31, 2025).
Going Concern
With the exception of the quarter ended June 30, 2022, we had incurred losses from our operations and as of December 31, 2025, had an accumulated deficit of $36,105,817 and working capital of $5,384,164.
Since inception, we have met our liquidity requirements principally through the issuance of notes, 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. During November 2024, we closed a private placement of 4,142,906 units at a price of $0.94 (CAD $1.32) per unit. The aggregate gross proceeds raised in the private placement amounted to $3,897,166 (CAD $5,468,636) and proceeds net of issuance costs were $3,546,870 (CAD $4,975,966). During year ended December 31, 2024, we received $4,605,458 (CAD $6,238,248) in proceeds from the exercise of common share warrants to purchase 5,198,540 common shares.
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 financings, 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.
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 product 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 December 31, 2025, 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 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 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.
