0001104659-23-126065.txt : 20231214 0001104659-23-126065.hdr.sgml : 20231214 20231214171143 ACCESSION NUMBER: 0001104659-23-126065 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231214 DATE AS OF CHANGE: 20231214 GROUP MEMBERS: MM ASSET MANAGEMENT INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Western Uranium & Vanadium Corp. CENTRAL INDEX KEY: 0001621906 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89871 FILM NUMBER: 231487923 BUSINESS ADDRESS: STREET 1: 330 BAY STREET, SUITE 1400 CITY: TORONTO STATE: A6 ZIP: M5H 2S8 BUSINESS PHONE: (970) 864-2125 MAIL ADDRESS: STREET 1: 330 BAY STREET, SUITE 1400 CITY: TORONTO STATE: A6 ZIP: M5H 2S8 FORMER COMPANY: FORMER CONFORMED NAME: Western Uranium Corp DATE OF NAME CHANGE: 20150220 FORMER COMPANY: FORMER CONFORMED NAME: HOMELAND URANIUM INC. DATE OF NAME CHANGE: 20141009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MMCAP International Inc. SPC CENTRAL INDEX KEY: 0001304857 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MOURANT GOVERNANCE SVCS (CAYMAN) LTD STREET 2: 94 SOLARIS AVE., CAMANA BAY, PO BOX 1348 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 416-408-0997 MAIL ADDRESS: STREET 1: C/O MOURANT GOVERNANCE SVCS (CAYMAN) LTD STREET 2: 94 SOLARIS AVE., CAMANA BAY, PO BOX 1348 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 SC 13G 1 tm2332963d1_sc13g.htm SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

  

Western Uranium & Vanadium Corp.

(Name of Issuer)

 

Common Shares, no par value

(Title of Class of Securities)

 

95985D100

(CUSIP Number)

 

December 12, 2023

(Date of Event Which Requires Filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 Page 1 of 8 Pages 

 

CUSIP No. 95985D100

  

1.Name of Reporting Person

 

MMCAP International Inc. SPC

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)¨
(b)¨

 

3.       SEC Use Only

 

4.       Citizenship or Place of Organization

 

Cayman Islands

 

NUMBER

OF SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5.  SOLE VOTING POWER 4,952,988
6.  SHARED VOTING POWER 0
7.  SOLE DISPOSITIVE POWER 4,952,988
8.  SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,952,988

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.Percent of Class Represented by Amount in Row (9)

 

9.99%

 

12.Type of Reporting Person (See Instructions)

 

OO

 

 Page 2 of 8 Pages 

 

 

CUSIP No. 95985D100

 

1.Name of Reporting Person

 

MM Asset Management Inc.

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)¨
(b)¨

 

3.SEC Use Only

 

4.Citizenship or Place of Organization

 

Ontario, Canada

 

NUMBER

OF SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

5.  SOLE VOTING POWER 4,952,988
6.  SHARED VOTING POWER 0
7.  SOLE DISPOSITIVE POWER 4,952,988
8.  SHARED DISPOSITIVE POWER 0

  

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,952,988

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

 

11.Percent of Class Represented by Amount in Row (9)

 

9.99%

 

12.Type of Reporting Person (See Instructions)

 

CO 

 

 Page 3 of 8 Pages 

 

 

Item 1.

 

(a)The name of the issuer is Western Uranium & Vanadium Corp. (the “Issuer”).

 

(b)The principal executive offices of the Issuer are located at 330 Bay Street, Suite 1400, Toronto, Ontario, Canada, M5H 2S8.

 

Item 2.

 

(a)This Schedule 13G is filed by the following (the “Reporting Persons”): (1) MMCAP International Inc. SPC (the “Fund”); and (2) MM Asset Management Inc. (the “Adviser”). The Fund is a private investment vehicle. The Fund directly beneficially owns the Common Shares (as defined below) reported in this Statement. The Adviser is the investment manager of the Fund. The Adviser may be deemed to beneficially own the Common Shares directly beneficially owned by the Fund. Each Reporting Person disclaims beneficial ownership with respect to any Common Shares other than the Common Shares directly beneficially owned by such Reporting Person.

 

(b)The principal business office of the Fund is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business office of the Adviser is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON M5J 2S1 Canada.

 

(c)For citizenship information see Item 4 of the cover page of each Reporting Person.

 

(d)This statement relates to the Issuer’s Common Shares, no par value (the “Common Shares”).

 

(e)The CUSIP number of the Common Shares is 95985D100.

 

Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ¨ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________________

 

 Page 4 of 8 Pages 

 

 

Item 4. Ownership.

 

See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on the Event Date of December 12, 2023 and remains accurate as of the close of business on December 14, 2023, the date of filing of this Schedule 13G (and 86,822 of which Common Shares underlie warrants that are exercisable within 60 days).

 

The percentages of beneficial ownership contained herein are based on: (x) 44,276,811 Common Shares outstanding as of November 17, 2023, as reported in the Issuer’s Form 10-Q filed with the SEC on November 20, 2023; and (y) an additional 5,215,828 Common Shares issued by the Issuer on December 12, 2023 as reported in the Issuer’s press release of the same date.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

 Page 5 of 8 Pages 

 

 

Item 10. Certification.

 

(a)       Not applicable.

 

(b)       Not applicable.

 

(c)By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 Page 6 of 8 Pages 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 14, 2023

 

MMCAP International Inc. SPC

 

By:   /s/ Ulla Vestergaard  

Name: Ulla Vestergaard

Title: Director

 

 

MM Asset Management Inc.

 

By:  /s/ Hillel Meltz  

Name: Hillel Meltz

Title: President

 

 

 Page 7 of 8 Pages 

 

 

EXHIBIT INDEX

 

 

Exhibit No. Document
   
1 Joint Filing Agreement

 

 Page 8 of 8 Pages 

EX-99.1 2 tm2332963d1_ex-1.htm EXHIBIT 1

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, no par value, of Western Uranium & Vanadium Corp., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

 

Dated: December 14, 2023

 

MMCAP International Inc. SPC

 

By:   /s/ Ulla Vestergaard  

Name: Ulla Vestergaard

Title: Director

 

 

MM Asset Management Inc.

 

By:  /s/ Hillel Meltz  

Name: Hillel Meltz

Title: President