UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 124, 2024

WESTERN URANIUM & VANADIUM CORP.

(Exact Name of Registrant as Specified in its Charter)

Ontario, Canada

000-55626

98-1271843

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

330 Bay Street, Suite 1400, Toronto, Ontario, Canada		M5H 2S8
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (970) 864-2125

N/A

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.0102. ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

On ~~October~~November 124, 2024, Western Uranium & Vanadium Corp. (~~together with its affiliates,~~ “Western” or the “Company”) ~~executed~~granted aan ~~binding~~aggregate ~~Stock~~of ~~Purchase~~1,375,000 ~~Agreement~~stock ~~(the~~options (“~~Agreement~~Options”) to ~~purchase~~a ~~100%~~number of ~~the~~officers, ~~shares~~directors, and employees of ~~Pinon~~Western ~~Ridge~~under ~~Corporation,~~the aCompany’s ~~Colorado~~Incentive ~~corporation~~Stock ~~(“PRC”),~~Option ~~from~~Plan. aThe ~~private~~Option ~~investor~~exercise ~~group~~price ~~and thereby~~was ~~acquire~~set anat ~~approximately~~CAD$1.32 ~~900-acre~~based ~~property~~upon the ~~located~~closing inshare ~~Montrose~~prices ~~County,~~on ~~Colorado,~~the ~~where~~two atrading ~~uranium~~days ~~processing~~prior ~~plant~~to ~~was~~the ~~previously licensed~~grant ~~but~~date ~~never~~and ~~constructed.~~the ~~The~~pricing ~~Agreement~~of ~~provided~~units ~~that~~offered in the ~~former~~Company’s ~~PRC~~most recent ~~shareholders~~private ~~were~~placement. Each Option is exercisable to beacquire ~~paid~~one ~~approximately~~Western ~~US$830,000~~common share for ~~their PRC~~a ~~equity~~five-year ~~and~~term ~~shareholder~~starting ~~loan~~with ~~repayments~~the vesting date. AsThe ofOptions ~~October~~will 3,vest ~~2024,~~equally ~~Western~~in ~~has~~three ~~completed~~instalments ~~all~~on ~~such~~January ~~payments~~31, ~~and~~2025, ~~the~~July ~~transaction~~31, ~~has~~2025, ~~closed~~and January 31, 2026.

~~George~~The ~~Glasier,~~Company ~~the~~granted ~~President, CEO and a director of Western, and his wife Kathleen owned 50% of~~ the ~~shares~~Options ~~of PRC,~~ and ~~Andrew~~offered ~~Wilder, a director of Western, indirectly owned 3% of~~ the ~~shares~~underlying ofcommon ~~PRC, and~~shares soin ~~the~~reliance ~~transaction~~on ~~was considered a related party transaction within~~ the ~~meaning~~exemption offrom ~~Multilateral~~registration ~~Instrument~~for ~~61-101~~private –offerings ~~Protection of~~provided ~~Minority~~by ~~Security~~Section ~~Holders in Special Transactions,~~ 4(a)(2) ~~rule that applies to Western as a Canadian company. The Company’s Board~~ of ~~Directors established an independent committee of~~ the ~~Board~~ ~~comprised~~U.S. ofSecurities ~~directors~~Act ~~who were not considered to have an interest in the transaction, and the independent committee oversaw the negotiation and approved the entering into the Agreement on behalf~~ of ~~the Company. Of the total cash paid to the sellers~~1933, ~~approximately~~as ~~$414,000 was paid to George Glasier and approximately $24,000 was paid to an affiliate of Andrew Wilder~~amended.

The transaction will be accounted for as a purchase of an asset. Western also assumed certain PRC liabilities and obligations in the transaction, including royalty obligations payable to an unrelated third party based upon the mineral volume processed through any mineral processing plant that is located on the property.

Item 8.01. Other Events.

On ~~October~~November 126, 2024, ~~the~~Western ~~Company~~ issued athe accompanying news release, ~~announcing~~which ~~its entry~~provided ~~into~~some company updates, including, among others, an announcement about the ~~Agreement~~grant ~~described~~of Options disclosed above in Item 13.~~01, above~~02. The news release is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated ~~October~~November 126, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL documents)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 4, 2024	WESTERN URANIUM & VANADIUM CORP.
Date: November 27, 2024	WESTERN URANIUM & VANADIUM CORP.
	By:	/s/ Robert Klein
		Robert Klein
		Robert Klein Chief Financial Officer
		Chief Financial Officer

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