8-K

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): June 21, 2019

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

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

Title of each class	Trading Symbol(s)	Name of market and foreign exchange on which registered
Common Stock	WSTRF	OTCQX
Common Stock	WUC	Canadian Securities Exchange

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).

þ  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 5.07. Submission of Matters to a Vote of Security Holders.

On June 21, 2019, Western Uranium & Vanadium Corp. (the “Company”) held its Annual General and Special Meeting of Shareholders, at which shareholders elected directors, reappointed MNP LLP as auditor for the Company and authorized the Board to fix the auditor’s remuneration for the ensuring year, and approved a special resolution authorizing the creation of a new class of Subordinate Voting Shares (the “New Share Class”). The final voting results for each of these matters were as follows:

1. Election of Directors:

Nominee	Votes For %			Votes For		Votes Withheld		Broker Non-Votes
George E. Glasier		98.98	%		8,520,329		87,452		7,823,634
Bryan Murphy		99.68	%		8,580,159		27,622		7,823,634
Andrew Wilder		99.68	%		8,580,207		27,574		7,823,634

2. Appointment of MNP LLP:

Votes For %	Votes For	Votes Withheld	Broker Non-Votes
99.43%	16,338,222	93,193	0

3. Approval of New Share Class:

Votes For %	Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
93.05%	8,009,057	572,962	25,655	0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

On June 24, 2019, the Company issued a press release to announce results of the Company’s Annual General and Special Meeting. A copy of the press release is included as Exhibit 99.1

Exhibit No.	Description
99.1	Press release dated June 24, 2019

1

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:  June 27, 2019	WESTERN URANIUM & VANADIUM CORP.
	By:	/s/ Robert Klein
		Robert Klein Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Western Uranium & Vanadium Corp. Announces Results of Annual General and Special Meeting

FOR IMMEDIATE RELEASE

June 24, 2019 Toronto, Ontario and Nucla, Colorado - Western Uranium & Vanadium Corp. (CSE: WUC) (OTCQX: WSTRF) (“Western” or the ”Company”) is pleased to announce the results of the Company’s Annual General and Special Meeting (“Meeting”) held in New York City on June 21, 2019.

Proxy votes were cast for common shares representing approximately 29% of the issued and outstanding common shares of the Company as at the record date for the Meeting. The shareholders approved all resolutions submitted for their consideration at the Meeting, each such resolution being approved by a margin in excess of a two-thirds of the votes cast for the Meeting.

Election of Directors

At the Meeting, the shareholders elected the slate of directors proposed by management to the Company's Board, namely, George Glasier, Bryan Murphy, and Andrew Wilder.

Appointment of Auditor

The shareholders re-appointed MNP LLP as auditor of the Company, and authorized the Board to fix the auditor’s remuneration for the ensuing year.

Approval of New Share Class

The Shareholders approved at the Meeting a special resolution authorizing the creation of a new class of Subordinate Voting Shares (“New Share Class”). The reasons for the New Share Class are described in the management information circular prepared for the Meeting. A clarifying news release was issued on June 10, 2019. The New Share Class resolution authorizes an amendment to the articles of incorporation (as amended) of the Company, so as to create the New Share Class that would be issuable in one or more series with share quantity, voting rights, terms, and conditions determined at the discretion of the Board.

Board Meeting

At a meeting of the newly-elected Board immediately following the shareholders' Meeting, the Board re-appointed Bryan Murphy as Chairman of the Board.

At the same meeting of the Board, the following management appointments were confirmed for the ensuing year: George Glasier, President and Chief Executive Officer; Robert Klein, Chief Financial Officer; Denis Frawley, Corporate Secretary.

About Western Uranium & Vanadium Corp.

Western Uranium & Vanadium Corp. is a Colorado based uranium and vanadium conventional mining company focused on low cost near-term production of uranium and vanadium in the western United States, and development and application of Ablation Mining Technology.

Cautionary Note Regarding Forward-Looking Information: Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking statements”). Statements of that nature include statements relating to, or that are dependent upon: the Company’s expectations, estimates and projections regarding exploration and production plans and results; the timing of planned activities; whether the Company can raise any additional funds required to implement its plans; whether regulatory or analogous requirements can be satisfied to permit planned activities; and more generally to the Company’s business, and the economic and political environment applicable to its operations, assets and plans. All such forward-looking statements are subject to important risk factors and uncertainties, many of which are beyond the Company’s ability to control or predict. Please refer to the Company’s most recent Management’s Discussion and Analysis, as well as its other filings at www.sec.gov and/or www.sedar.com, for a more detailed review of those risk factors. Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, and that these statements are made as of the date hereof. While the Company may do so, it does not undertake any obligation to update these forward-looking statements at any particular time, except as and to the extent required under applicable laws and regulations.

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

George Glasier

President and CEO

970-778-9195

gglasier@western-uranium.com

Robert Klein

Chief Financial Officer

908-872-7686

rklein@western-uranium.com