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): January 6, 2020

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:

☐     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 3.02. Unregistered Sales of Equity Securities.

On January 6, 2020, Western Uranium & Vanadium Corp. (“Western” or the “Company”) granted an aggregate of 600,000 options (“Options”) to purchase Western common shares to five officers, directors, and consultants under the Company’s Incentive Stock Option Plan. Each Option is exercisable to acquire one common share (each an “Option Share”) for a five-year term. The Options’ CAD$1.03 exercise price was determined based upon the closing prices of the Company’s common shares on both the date of grant and the prior trading day. The Options vest equally in three installments beginning on the date of grant and thereafter on January 31, 2020 and June 30, 2020. The Company is relying on the private offering exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act of 1933 for the grant of the Options and for the offer and sale of the Option Shares.

A copy of the press release announcing the grant of the Options is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated January 8, 2020

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:  January 8, 2020	WESTERN URANIUM & VANADIUM CORP.
	By:	/s/ Robert Klein
		Robert Klein Chief Financial Officer

 2

EX-99.1

Exhibit 99.1

January 8, 2020

Western Uranium & Vanadium Corp. Provides Company Updates

FOR IMMEDIATE RELEASE

Toronto, Ontario and Nucla, Colorado - Western Uranium & Vanadium Corp. (CSE:WUC) (OTCQX:WSTRF) (“Western” or “Company”) is providing the following Company updates:

Vancouver Resource Investment Conference 2020 Attendance

Western announces that company representatives will be attending the Vancouver Resource Investment Conference 2020 to be held in Vancouver, British Columbia, Canada at the Vancouver Convention Centre West on January 19-20, 2020. The conference is sponsored annually by Cambridge House International. Western will be at booth #519 to meet with attendees of the conference. The CEO of the Company, George Glasier will be making a corporate presentation on Sunday, January 19^th at 1:20pm in the Workshop 3 room.

Throughout the conference Mr. Glasier will be available for individual meetings with shareholders and stakeholders. If you wish to meet with Western, please email the Company’s Investor Relations department at ir@western-uranium.com to set up a meeting or visit Western at booth #519.

Grant of Stock Options

Western announces that it has granted an aggregate of 600,000 options (“Options”) to purchase common shares to a number of officers, directors, and consultants of Western under the Company’s Incentive Stock Option Plan. The Options were granted on January 6, 2020, and the exercise price set at CAD$1.03 based upon the closing prices on both the date of the grant and the prior trading day. Each option is exercisable to acquire one common share for a five-year term. The Options vest equally in three installments beginning on the date of grant and thereafter on January 31, 2020, and June 30, 2020.

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 kinetic separation.

Cautionary Note Regarding Forward-Looking Information: Certain information contained in this news release constitutes “forward-looking information” or a “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

970-864-2125

gglasier@western-uranium.com

Robert Klein

Chief Financial Officer

908-872-7686

rklein@western-uranium.com