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, 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
consolidated interim 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. Effective September 16, 2015, Western completed its
acquisition of Black Range Minerals Limited ("Black Range").
On August 18, 2014, the Company closed on the purchase of certain mining
properties in Colorado and Utah from Energy Fuels Holding Corp. Assets purchased
included both owned and leased lands in Utah and Colorado, and all represent
properties that have been previously mined for uranium to varying degrees in the
past. The acquisition included the purchase of the Sunday Mine Complex. The
Sunday Mine Complex is located in western San Miguel County, Colorado. The
complex consists of the following five individual mines: the Sunday mine, the
Carnation mine, the Saint Jude mine, the West Sunday mine and the Topaz Mine.
The operation of each of these mines requires a separate permit, and all such
permits have been obtained by Western and are currently valid. In addition, each
of the mines has good access to a paved highway, electric power to existing
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.
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The Company has registered offices at 330 Bay Street, Suite 1400, Toronto,
Ontario, Canada, M5H 2S8, 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
February 2021 Private Placement
On February 16, 2021, the Company closed on a non-brokered private placement of
3,250,000 units at a price of CAD $0.80 per unit. The aggregate gross proceeds
raised in the private placement amounted to CAD $2,600,000. Each unit consisted
of one common share of Western plus one common share purchase warrant of
Western. Each warrant entitled the holder to purchase one common share at a
price of CAD $1.20 per share for a period of three years following the closing
date of the private placement. A total of 3,250,000 common shares and 3,250,000
warrants were issued in the private placement.
March 2021 Private Placement
On March 1, 2021, the Company closed on a non-brokered private placement of
3,125,000 units at a price of CAD $0.80 per unit. The aggregate gross proceeds
raised in the private placement amounted to CAD $2,500,000. Each unit consisted
of one common share and one common share purchase warrant. Each warrant entitled
the holder to purchase one common share at a price of CAD $1.20 per share for a
period of three years following the closing date of the private placement. A
total of 3,125,000 common shares and 3,125,000 warrants were issued in the
private placement.
December 2021 Private Placement
On December 17, 2021, the Company closed a non-brokered private placement of
372,966 units at a price of CAD $1.60 per unit. The aggregate gross proceeds
raised in the private placement amounted to CAD $596,746 (USD $434,973 in net
proceeds). Each unit consisted of one common share plus one warrant. Each
warrant entitled the holder to purchase one common share at a price of CAD $2.50
per share for a period of three years following the closing date of the private
placement. A total of 372,966 common shares and 372,966 warrants were issued in
the private placement.
January 2022 Private Placement
On January 20, 2022, the Company closed on a non-brokered private placement of
2,495,575 units at a price of CAD $1.60 per unit. The aggregate gross proceeds
raised in the private placement amounted to CAD $3,992,920. Each unit consisted
of one common share of Western plus one common share purchase warrant of
Western. Each warrant entitled the holder to purchase one common share at a
price of CAD $2.50 per share for a period of three years following the closing
date of the private placement. A total of 2,495,575 common shares and 2,495,575
warrants were issued in the private placement.
Bullen Property (Weld County)
The Bullen Property is an oil and gas property located in Weld County Colorado.
The Company acquired this non-core property in 2015 in the Black Range Minerals
Limited acquisition, and Black Range purchased the property in 2008 for its
Keota Uranium Project.
In 2017, the Company signed a three year oil and gas lease which in 2020 was
extended for an additional three year term or until the end of continuous
operations. The consideration was in the form of upfront bonus payments and
backend 3/16th production royalty payment. Additional right-of-way easement
agreements were signed which allowed for the development of a pipeline. The
lease agreement allows the Company to retain property rights to vanadium,
uranium, and other mineral resources.
A 2019 lawsuit was filed in the Weld County District Court over the original
Bullen Property deed language which was negotiated before the Company acquired
Black Range by prior management and a bank representing the estate of the
property owner. The Company settled with the plaintiffs by awarding the estate's
beneficiaries a non-participating royalty interest of 1/8th for all hydrocarbon
and non-hydrocarbon substances that are produced and sold from the property.
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In early 2020, Bison Oil & Gas traded this lease to Mallard Exploration
("Mallard"), Mallard subsequently filed an application with the Colorado Oil &
Gas Conservation Commission ("COGCC") to update the permit to create a new
pooled unit.
During 2021, the operator advanced through the oil well production stages:
drilling was completed in the first quarter, wellfield completion/fracking was
completed during the second quarter, drill out was completed in July, and
flowback was completed in August. By August 2021, each of the eight (8) Blue
Teal Fed wells had commenced oil and gas production. The first royalty payment
was made in January 2022 and monthly royalty payments have been received
subsequently. These wells continue to rank among the top Colorado producing
wells.
Due to the success of the first 8 wells, the operator has decided to develop a
second set of 8 wells within Western's royalty area during 2022. During May
2022, the operator completed drilling all 8 of the new wells; the next oil well
production stages will follow in the same sequence as the 2021 wellfield
development.
During the three months ended March 31, 2022 and 2021 the Company recognized
aggregate revenue of $156,226 and $16,155, respectively, under these oil and gas
lease arrangements. On January 31, 2022, the operator of the Weld County
Colorado oil and gas pooled trust issued the first cumulative royalty payment in
the amount of $207,552 for August 2021 through December 2021 sales, which was
recognized as income in the fourth quarter of 2021.
Kinetic Separation Licensing
During 2016, the Company submitted documentation to the Colorado Department of
Public Health and Environment ("CDPHE") for a determination ruling regarding the
type of license which may be required for the application of Kinetic Separation
at the Sunday Mine Complex within the state of Colorado. During May and June of
2016, CDPHE held four public meetings in several cities in Colorado as part of
the process. On July 22, 2016, CDPHE closed the comment period. In connection
with this matter, the CDPHE consulted with the NRC. In response, the CDPHE
received an advisory opinion, dated October 16, 2016, which did not contain
support for the NRC's opinion and with which the Company's regulatory counsel
does not agree. NRC's advisory opinion recommended that Kinetic Separation
should be regulated as a milling operation but did recognize that there may be
exemptions to certain milling regulatory requirements because of the benign
nature of the non-uranium bearing sands produced after Kinetic Separation is
completed on uranium-bearing ores. On December 1, 2016, the CDPHE issued a
determination that the proposed Kinetic Separation operations at the Sunday Mine
Complex must be regulated by the CDPHE through a milling license. Beginning in
2017, the Company's regulatory counsel prepared significant documentation in
preparation for a prospective submission. On September 13, 2019, the Company's
regulatory counsel submitted a white paper to the NRC entitled "Recommendations
on the Proper Legal and Policy Interpretation for Using Kinetic Separation
Processes at Uranium Mine Sites." On July 24, 2020, the NRC staff responded with
a letter in support of the original conclusion. Western's regulatory counsel has
proposed alternatives. However, management has decided not to proceed at this
time, given its present opportunity set.
Sunday Mine Complex Permitting Status
On February 4, 2020, the Colorado DRMS sent a Notice of Hearing to Declare
Termination of Mining Operations related to the status of the mining permits
issued by the state of Colorado for the Sunday Mine Complex. At issue was the
application of an unchallenged Colorado Court of Appeals Opinion for a separate
mine (Van 4) with very different facts that are retroactively modifying DRMS
rules and regulations. The Company maintains that it was timely in meeting
existing rules and regulations. The hearing was scheduled to be held during
several monthly MLRB Board meetings, but this matter was delayed several times.
The permit hearing was held during the MLRB Board monthly meeting on July 22,
2020. At issue was the status of the five existing permits which comprise the
Sunday Mine Complex. Due to COVID-19 restrictions, the hearing took place
utilizing a virtual-only format. The Company prevailed in a 3-to-1 decision
which acknowledged that the work completed at the Sunday Mine Complex under DRMS
oversight was timely and sufficient for Western to maintain these permits. In a
subsequent July 30, 2020 letter, the DRMS notified the Company that the status
of the five permits (Sunday, West Sunday, St. Jude, Carnation, and Topaz) had
been changed to "Active" status effective June 10, 2019, the original date on
which the change of the status was approved. On August 23, 2020, the Company
initiated a request for Temporary Cessation status for the Sunday Mine Complex
as the mines had not been restarted within a 180-day window due to the direct
and indirect impacts of the COVID-19 pandemic. Accordingly, a permit hearing was
scheduled for October 21, 2020 to determine Temporary Cessation status. In a
unanimous vote, the MLRB approved Temporary Cessation status for each of the
five Sunday Mine Complex permits (Sunday, West Sunday, St. Jude, Carnation, and
Topaz). On October 9, 2020, the MLRB issued a board order which finalized the
findings of the July 22, 2020 permit hearing. On November 12, 2020, a coalition
of environmental groups filed a lawsuit against the MLRB seeking a partial
appeal of the July 22, 2020 decision by requesting termination of the Topaz mine
permit. On December 15, 2020, the same coalition of environmental groups amended
their complaint against the MLRB seeking a partial appeal of the October 21,
2020 decision requesting termination of the Topaz mine permit. The Company has
joined with the MLRB in defense of their July 22, 2020 and October 21, 2020
decisions. On May 5, 2021, the Plaintiff in the Topaz Appeal filed an opening
brief with the Denver District Court seeking to overturn the July 22, 2020 and
October 21, 2020 MLRB permit hearing decisions on the Topaz mine permit. The
MLRB and the Company were to respond with an answer brief within 35 days on or
before June 9, 2021, but instead sought a settlement. The judicial review
process was delayed as extensions were put in place until August 20, 2021. A
settlement was not reached and the MLRB and the Company submitted answer briefs
on August 20, 2021. The Plaintiff submitted a reply brief on September 10, 2021.
On March 1, 2022, the Denver District Court reversed the MLRB's orders regarding
the Topaz Mine and remanded the case back to MLRB for further proceedings
consistent with its order. The Company and the MLRB had until April 19, 2022 to
appeal the Denver District Court's ruling. Neither the Company nor the MLRB
appealed the Denver District Court ruling. Western anticipates receiving an MLRB
board order of reclamation for the Topaz Mine in June/July 2022. The Company is
continuing to work toward the completion of an updated Topaz Mine Plan of
Operations which is a separate federal requirement of the BLM for the conduct of
mining activities on federal land that has precluded the Company from commencing
active mining operations at the Topaz Mine.
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Sunday Mine Complex Project 2021 Restart
The SMC project entailed the development of multiple SMC ore bodies and involves
a shift in the base of operations from the St. Jude Mine (2019) to the Sunday
Mine (2021). Underground development began in August following mine ventilation,
power upgrades, and increasing explosive capabilities. The first target was the
extension of the drift (tunnel) 150 feet to reach the first surface exploration
drill hole to access the GMG Ore Body (GMG). Early results were positive as
drilling toward the GMG resulted in the location of ore-grade material within
thirty feet of the existing mine workings. Notably, only limited exploration
drilling has been done in this area due to the mountainous terrain on the
surface above. As drifting proceeded, very high-grade ore continued to be
intersected through the drift path and on both sides of the drift. As a result,
the team shifted from development to mining. From December 2021 to March 2022,
over 3,000 tons of high-grade uranium/vanadium ore was mined from the drift. The
mining contractor calculated grades based upon on site scintillometer readings.
At the end of March 2022, the mining contractor engaged by Western decided to
retire from contract mining operations. As a result of this decision, Western
will take over the mining operations and has acquired a full complement of
mining equipment. The equipment is being prepared for operations and upgrades to
mine ventilation, support buildings and infrastructure are underway. Further
mine development and ore production is targeted for resumption in thesummer
after upgrades are completed. Western's mining team will be expanded to
facilitate mine development and full ore production.
Uranium Section 232 Investigation/Nuclear Fuel Working Group Process
An investigation under Section 232 of the Trade Expansion Act of 1962 was
undertaken by the DoC in 2018 to assess the impact to national security of the
importation of the vast majority of uranium utilized by the approximately 100
operative civilian nuclear reactors within the United States. In response to the
Section 232 report, the White House disseminated a Presidential Memoranda in
July 2019. At that time, President Trump formed the Nuclear Fuel Working Group
("NFWG") to find solutions for reviving and expanding domestic nuclear fuel
production and reinvigorating recommendations.
In April 2020, the DoE released the NFWG report entitled "Restoring America's
Competitive Nuclear Energy Advantage - A strategy to assure U.S. national
security." The report outlines a strategy for the reestablishment of critical
capabilities and direct support to the front end of the U.S. domestic nuclear
fuel cycle. The NFWG findings and recommendations presented are a positive
outcome for U.S. uranium miners; however, the ultimate outcome and timing
remains uncertain as the continuing process requires approvals and budget
appropriation from Congress and implementation by U.S. government agencies.
This remains an ongoing process where a number of bills were introduced in both
the U.S. Senate and House to implement the key provisions of the NFWG report's
recommendations. In November 2020, after the U.S. election, the Senate Committee
on Appropriations released its funding measures and allocations recommending the
creation and funding of the American Uranium Reserve. In October 2020, the DoC
extended the Russian Suspension Agreement for an additional 20 years until 2040.
Existing categories of quotas on imports of Russian uranium into the U.S. were
reduced by a graduated scale, and additional provisions were modified to
eliminate loopholes. An extension of this agreement was among the NFWG's
recommendations. In further implementation of the report's recommendations, the
DoE made multiple investment awards to companies advancing new nuclear
technologies. TerraPower and X-energy received awards to build demonstration
models of their advanced reactor designs, and NuScale received support to deploy
the first U.S. small modular reactor ("SMR") plan comprised of 12 modules at the
Idaho National Laboratory. The International Development Finance Corp. signed a
letter of intent to finance NuScale's development of 42 SMR modules in South
Africa. In an acknowledgement of the future growth potential of new nuclear
technologies, the U.S. government has increased its industry support to a level
not seen in decades. This is being done to level the playing field versus
state-sponsored foreign entities.
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In December 2020, U.S. Congress passed the "COVID-Relief and Omnibus Spending
Bill," which included $75 million for the establishment of a strategic U.S.
Uranium Reserve. The Biden-Harris Administration has rolled the 2021 funding
into its 2022 fiscal year budget to continue this initiative. In July 2021, the
uranium Section 232 report was publicly released. The report concluded that
uranium imports were "weakening our internal economy" and "threaten to impair
the national security" and recommended immediate actions to "enable U.S.
producers to recapture and sustain a market share of U.S. uranium consumption".
The DoE continues to work on establishing the parameters of the program and in
August 2021, the DoE put out a Request for Information (RFI) to obtain
additional comments related to the establishment of the DoE's Uranium Reserve
program. On October 13, 2021, Western submitted a response to the Request for
Information: Establishment of the Uranium Reserve Program to the DoE's National
Nuclear Security Administration.
The Russian invasion of Ukraine has fast tracked the Uranium Reserve Program. On
May 5, 2022, the U.S. Secretary of Energy Jennifer Granholm's testified before
the Senate Committee on Energy and Natural Resources that the DoE "would make
direct purchases of domestically mined and converted uranium this calendar year
to establish a strategic uranium reserve". Secretary Granholm's comments make
clear that the U.S. is thinking larger. Granholm stated that "We should not be
sending any money to Russia for any American energy or for any other reason,"
and "if we move away from Russia right away, we want to make sure we have the
ability to continue to keep the fleet afloat." To accomplish this she further
disclosed that the DoE is "developing a full-on uranium strategy that's going
through the interagency process."
In February, Russia invaded Ukraine commencing a war between the two countries.
Russia is a major global energy supplier and both countries are top ten uranium
producers, and Russia is a global leader in nuclear fuel services. Thus, these
actions caused a surge in energy prices. On the day prior to the invasion, the
spot price of uranium was less than $44/lbs and it increased to a decade high
peak of over $63/lbs, before subsequently declining below $50/lbs spot prices.
Russia's invasion of Ukraine has called into question their role and future
participation in the nuclear fuel cycle. Russia has been the target of
unprecedented economic sanctions which have created bottlenecks of Russian
exports, including nuclear fuel. In spite of a large global dependence, nuclear
fuel purchasers are continuing to diversify away from Russian nuclear fuel. As a
result of these new realities, the U.S. Congress is considering both sanctions
and multiple pieces of legislation focusing on prohibiting the importation of
Russian uranium and nuclear fuel, which is likely to benefit the U.S. domestic
mining industry. Further, there remains the possibility that Russia might
reverse-sanction the United States and not make nuclear fuel deliveries.
Vanadium Section 232 Investigation
In the United States, a petition for an investigation under Section 232 of the
Trade Expansion Act of 1962 was requested by two domestic companies in November
2019. In June of 2020, the U.S. Secretary of Commerce, Wilbur Ross, initiated an
investigation into whether the present quantities or circumstances of vanadium
imports into the United States threaten to impair the national security. The
Section 232 National Security Investigation of Imports of Vanadium was
concluded, and a report was submitted to President Biden in February 2021. In
July 2021, the report was made public. It concluded that vanadium imports "do
not threaten to impair the national security as defined in Section 232," but
identified and recommended "several actions that would help to ensure reliable
domestic sources of vanadium and lessen the potential for imports to threaten
national security." No action has been taken on these recommendations.
Biden-Harris Administration Initiatives
The positive momentum has continued for the nuclear and uranium mining sector
due to the Biden-Harris Administration's emphasis on climate change. The "Plan
to Build a Modern Sustainable Infrastructure and an Equitable Clean Energy
Future" emphasizes climate change solutions. Upon taking office, the Biden team
immediately rejoined the Paris Agreement and continued its pursuit of campaign
promises of investments in clean energy, creating jobs, producing clean electric
power, and achieving carbon-pollution free energy in electricity generation by
2035. Since taking office, President Biden has given all agencies climate change
initiatives and has started a climate change working group. The existing U.S.
nuclear reactor fleet currently produces in excess of 50% of U.S. clean energy,
and new, advanced nuclear technologies promise to generate additional clean
energy. A White House national climate advisor told the media in a press
briefing that the Biden-Harris Administration intends to seek a national clean
energy standard that includes nuclear energy. The Company believes that nuclear
energy will be increasingly able to compete on a level playing field with
renewable energy technologies.
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There has been legislative advancement of implementation mechanisms including
tax credits, subsidies, and/or U.S. utilities being required to produce an
increasing proportion of electricity generation from clean energy power sources.
President Biden's Build Back Better agenda has several components supportive of
nuclear power generation. Already signed into law is the $1.2 trillion
Infrastructure Investment and Jobs Act that provides the DoE funding to prevent
the premature retirement of existing nuclear plants and invest in advanced
nuclear projects. The separate $1.7 trillion Build Back Better Reconciliation
Legislation, which has not yet made its way through the U.S. Congress, further
addresses climate change through the inclusion of a zero-emission nuclear power
production credit. If passed in its current form, beginning in 2022 qualified
nuclear power facilities would be eligible to receive a base credit and a bonus
credit if certain requirements are met.
President Biden attended the United Nations Climate Change Conference (COP26) in
Glasgow, Scotland. His administration simultaneously released a proposed plan
targeting the reduction of methane emissions. Many of the proposed initiatives
from the Climate Summit target reduced utilization of fossil fuels and if
implemented expand future opportunities for nuclear power generation, given its
ability to provide baseload and carbon-free energy. To conclude the COP2, in a
surprise announcement, the U.S. and China pledged to work together to slow
global warming. This is significant because the U.S. and China represent the two
countries with the largest CO2 emissions. They jointly pledged to take "enhanced
climate actions" to meet the 2015 Paris Agreement temperature goal of limiting
global warming to less than 1.5C.
The Harris-Biden Administration has shifted its focus toward the Russia/Ukraine
conflict and the implementation of multiple rounds of sanctions, participating
in the international response, and providing support. The DoE has been outspoken
and is working hard at creating nuclear fuel solutions to address the current
dependence and promote a geopolitical realignment of the nuclear fuel cycle away
from Russia.
Strategic Acquisition of Physical Uranium
In May 2021, the Company executed a binding agreement to purchase 125,000 pounds
of natural uranium concentrate at $32.16 per pound. In December 2021, the
Company paid $4,020,000 in connection with its full prepayment of the purchase
price for 125,000 pounds of natural uranium concentrate. This uranium
concentrate was subsequently delivered under the terms of the uranium supply
agreement in April 2022.
Uranium Supply Agreement Delivery
In April 2022, in satisfaction of the Year 5 delivery under its supply contract,
the Company delivered 125,000 lbs of uranium concentrate from its prepaid
uranium concentrate inventory. This delivery of uranium concentrate resulted in
a sale of $7,130,000, at a price of $57.04 per pound. In May 2022, the Company
received the cash proceeds from this sale.
Sprott Physical Uranium Trust
The Sprott Physical Uranium Trust (U.UN) (the "Trust") took over the former
Uranium Participation Corp. (U.TO) and launched an at-the-market program (ATM)
on August 17, 2021 to raise capital for the closed-ended trust. Since the
inception of the ATM program, the Trust has bought significant quantities of
uranium causing spot prices to increase. The New York Stock Exchange (NYSE)
declined the U.S. listing application for the anticipated Sprott U.S. physical
uranium trust vehicle. Sprott has stated that they do not have an intent to
further pursue a listing on a US exchange "in the near term." Since the Trust
was launched it has purchased in excess of 37 million pounds of uranium, and
Sprott has grown the Canadian listed vehicle to ~ $3 billion.
Due to Sprott's success a clone physical uranium fund was launched on May 12,
2022. The ANU Energy OEIC Ltd fund raised over $75 million dollars in a private
placement and has made its first uranium purchase. Kazatomprom, the world's
largest producer of uranium is a strategic investor and uranium supplier to ANU
Energy. Kazatomprom has made the first uranium delivery at Cameco's Port Hope
conversion facility.
COVID-19
The world has been, and continues to be, impacted by the novel coronavirus
("COVID-19") pandemic. COVID-19, and measures to prevent its spread, impacted
our business in a number of ways. The impact of these disruptions and the extent
of their adverse impact on the Company's financial and operating results will be
dictated by the length of time that such disruptions continue, which will, in
turn, depend on the currently unpredictable duration and severity of the impacts
of COVID-19, and among other things, the impact of governmental actions imposed
in response to COVID-19 and individuals' and companies' risk tolerance regarding
health matters going forward and developing strain mutations. To date, COVID-19
has primarily caused Western delays in reporting, regulatory matters, and
operations. Most notably, the Company initiated a request for Temporary
Cessation status for the Sunday Mine Complex in August 2020 as the mines had not
been restarted within the 180-day window due to the direct and indirect impacts
of the COVID-19 pandemic. The Van 4 Mine reclamation process was delayed because
of COVID-19 pandemic lockdowns. The need to observe quarantine periods also
caused a limited loss of manpower and delay to the 2021 / 2022 Sunday Mine
Complex project. The COVID-19 pandemic has limited and continues to limit
Western's participation in industry and investor conference events. The Company
is continuing to monitor COVID-19 and its subvariants and the potential impact
of the pandemic on the Company's operations.
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Results of Operations
For the Three Months Ended March 31,
2022 2021
Revenue
Lease and royalty revenue $ 156,226 $ 16,155
Expenses
Mining expenditures 289,038 47,859
Professional fees 136,060 46,387
General and administrative 863,062 211,181
Consulting fees 39,512 -
Total operating expenses 1,327,672 305,427
Operating loss (1,171,446 ) (289,272 )
Accretion and interest 2,157 2,342
Net loss (1,173,603 ) (291,614 )
Other Comprehensive income
Foreign exchange gain 56,661 44,964
Comprehensive Loss (1,116,942 ) (246,650 )
Net loss per share - basic and diluted $ (0.03 ) $ (0.01 )
Three Months Ended March 31, 2022 as Compared to the Three Months Ended March
31, 2021
Summary:
Our consolidated net loss for the three months ended March 31, 2022 and 2021 was
$1,173,603 and $291,614 or $0.03 and $0.01 per share, respectively. The
principal components of these year over year changes are discussed below.
Our comprehensive loss for the three months ended March 31, 2022 and 2021 was
$1,116,942 and $246,650, respectively.
Revenue
Our revenue for the three months ended March 31, 2022 and 2021 was $156,226 and
$16,155, respectively. This revenue resulted from lease revenue pursuant to a
July 18, 2017 oil and gas lease agreement, which was extended for an additional
three years in 2020 at a 150% increased rate. The February 2, 2018 pipeline
easement, with the initial operator has terminated resulting in a decrease in
this portion of revenue. The July 1, 2018 right-of-way agreement with the new
operator was consistent between periods. On January 31, 2022, the operator of
the Weld County Colorado oil and gas pooled trust issued the first cumulative
royalty payment check in the amount of $207,552 for August 2021 through December
2021 sales which was recognized as income in the fourth quarter of 2021.
Subsequently, in 2022, monthly royalty checks were disseminated for sales during
each of the months in the first quarter.
22
Mining Expenditures
Mining expenditures for the three months ended March 31, 2022 were $289,038 as
compared to $47,859 for the three months ended March 31, 2021. The increase in
mining expenditures of $241,179, or 504% was principally attributable to mining
expenditures related to restarting mining operations at the Company's Sunday
Mine Complex during the third quarter of 2021.
Professional Fees
Professional fees for the three months ended March 31, 2022 were $136,060 as
compared to $46,387 for the three months ended March 31, 2021. The increase in
professional fees of $89,673, or 193% was primarily due to a $63,585 increase in
legal fees.
General and Administrative
General and administrative expenses for the three months ended March 31, 2022
were $863,062 as compared to $211,181 for the three months ended March 31, 2021.
The increase in general and administrative expense of $651,881, or 309% is due
to a $495,120 increase in stock-based compensation expense, $89,862 increase in
payroll expenses, and an increase of $19,940 in utilities expenses from the
Sunday Mine Complex project.
Consulting Fees
Consulting fees for the three months ended March 31, 2022 were $39,512 as
compared to $0 for the three months ended March 31, 2021. The increase in
consulting fees of $39,512 was principally due to the Company's reduced
utilization of consultants during the first quarter of 2021 due to COVID-19.
Accretion and Interest
Accretion and interest for the three month ended December 31, 2022 was $2,157 as
compared to $2,342 for the three months ended March 31, 2021.
Foreign Exchange
Foreign exchange gain for the three months ended March 31, 2022 was a gain of
$56,661 as compared to a gain of $44,964 for the three months ended March 31,
2021. The change of the foreign exchange gain of $11,697 is primarily due to
from holding assets in Canadian Dollars during a period when the currency
appreciated and the translation gain from using United States Dollars as the
reporting currency.
Liquidity and Capital Resources
The Company's cash balance as of March 31, 2022 was $2,798,217. The Company's
cash position is highly dependent on its ability to raise capital through the
issuance of debt and equity and its management of expenditures for mining
development and for fulfillment of its public company reporting
responsibilities. Management believes that in order to finance the development
of the mining properties and Kinetic Separation, the Company will be required to
raise additional capital by way of debt and/or equity. Western could potentially
require additional capital if the scope of Company's projects expands. This
outlook is based on the Company's 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 $1,080,087 for the three months ended
March 31, 2022, as compared with $283,482 for the three months ended March 31,
2021. Of the $1,080,087 in net cash used in operating activities for the three
months ended March 31, 2022, $1,173,603 is derived from our net loss before
non-cash adjustments. Changes in our operating assets and liabilities for the
period primarily include an increase of $59,800 in prepaid expenses and other
current assets, a decrease of $195,338 in accounts payable and accrued expenses,
a decrease of $146,177 in subscription payable, and a decrease of $16,155 in
deferred revenue.
23
Net cash used in investing activities
Net cash used in investing activities was $369,900 for the three months ended
March 31, 2022, as compared with $65,000 for the three months ended March 31,
2021. This capital expenditure relates to purchasing property and equipment for
our mining operations.
Net cash provided by financing activities
Net cash provided by financing activities for the three months ended March 31,
2022 and 2021 were $3,353,728 and $3,869,306, respectively. The Company
completed a private placement during the first quarter of 2022 representing
aggregate net proceeds of $3,011,878 and received $341,850 from the exercise of
warrants during the three months ended March 31, 2022.
Reclamation Liability
The Company's mines are subject to certain asset retirement obligations, which
the Company has recorded as reclamation liabilities. The reclamation liabilities
of the United States mines are subject to legal and regulatory requirements, and
estimates of the costs of reclamation are reviewed periodically by the
applicable regulatory authorities. The reclamation liability represents the
Company's best estimate of the present value of future reclamation costs in
connection with the mineral properties. The Company determined the gross
reclamation liabilities of the mineral properties as of March 31, 2022 and
December 31, 2021, to be approximately $740,446 and $740,446, respectively. On
March 2, 2020, the Colorado Mined Land Reclamation Board ("MLRB") issued an
order commencing final reclamation. The Company has begun the reclamation of the
Van 4 Mine and the reclamation cost is fully covered by the reclamation bonds
posted upon acquisition of the property. The Company adjusted the fair value of
its reclamation obligation for the Van 4 Mine and moved the portion of the
reclamation liability related to the Van 4 Mine and its related restricted cash
into current liabilities and current assets, respectively, at a value of
$75,057. The Company expects to begin incurring the reclamation liability after
2054 for all mines that are not in reclamation and accordingly, has discounted
the gross liabilities over their remaining lives using a discount rate of 5.4%.
The net discounted aggregated values as of March 31, 2022 and December 31, 2021
were $274,197 and $271,620, respectively. The gross reclamation liabilities as
of March 31, 2022 and December 31, 2021 are secured by financial warranties in
the amount of $740,446 and $740,446, respectively.
Oil and Gas Lease and Easement
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 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 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 all
well development stages and each of the eight (8) Blue Teal Fed wells commenced
oil and gas production by mid-August 2021.
During the years ended March 31, 2022 and 2021 the Company recognized aggregate
revenue of $156,226 and $16,155, respectively, under these oil and gas lease
arrangements. On January 31, 2022, the operator of the Weld County Colorado oil
and gas pooled trust issued the first cumulative royalty payment check in the
amount of $207,552 for August 2021 through December 2021 sales which was
recognized as income in the fourth quarter of 2021. Subsequently, in 2022,
monthly royalty checks were received for sales during each of the months in the
first quarter.
Related Party Transactions
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 25 million shares of Black
Range common stock to Seller and committed to pay AUD $500,000 (USD $374,499 as
of March 31, 2022) to Seller within 60 days of the first commercial application
of the Kinetic Separation technology. Western 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, the Company recorded the deferred contingent
consideration as an assumed liability in the amount of $374,499 and $362,794 as
of March 31, 2022 and December 31, 2021, respectively.
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Going Concern
The Company has incurred continuing losses from its operations and as of March
31, 2022, the Company had an accumulated deficit of $14,335,099 and working
capital of $6,849,079.
Since inception, the Company has met its liquidity requirements principally
through the issuance of notes and the sale of its common shares. On January 20,
2022, the Company closed on a non-brokered private placement of 2,495,575 units
at a price of CAD $1.60 per unit. The aggregate gross proceeds raised in the
private placement amounted to CAD $3,992,920 (USD $3,011,878 in net proceeds).
During the three months ended March 31, 2022, the Company received $341,850 in
proceeds from the exercise of warrants.
The Company's ability to continue its operations and to pay its obligations when
they become due is contingent upon the Company obtaining additional financing.
Management's plans include seeking to procure additional funds through debt and
equity financings, to secure regulatory approval to fully utilize its Kinetic
Separation and to initiate the processing of ore to generate operating cash
flows.
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 and required
debt service. If the Company is unable to obtain sufficient amounts of
additional capital, it may be required to reduce the scope of its planned
product 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
the accompanying financial statements. The accompanying condensed consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
Off Balance Sheet Arrangements
As of March 31, 2022, there were no off-balance sheet transactions. The Company
has not entered into any specialized financial agreements to minimize its
investment risk, currency risk or commodity risk.
Critical Accounting Estimates and Policies
The preparation of these condensed 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
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 on mineral
properties, deferred contingent consideration, the reclamation liability,
valuation of stock-based compensation, valuation of available-for-sale
securities and valuation of long-term debt, HST and asset retirement
obligations. Other areas requiring estimates include allocations of
expenditures, depletion and amortization of mineral rights and properties
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WESTERN URANIUM & VANADIUM CORP. 
