United States securities and exchange commission logo
August 26, 2021
Robert Klein
Chief Financial Officer
Western Uranium & Vanadium Corporation
330 Bay Street, Suite 1400
Toronto, Ontario, Canada M5H 2S8
Re: Western Uranium &
Vanadium Corp.
Form 10-K for the
Fiscal Year ended December 31, 2020
Filed April 15,
2021
File No. 000-55626
Dear Mr. Klein:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control Over Financial Reporting,
page 48
1. Please expand your
disclosure to include management's assessment of the effectiveness of
your internal control
over financial reporting as of December 31, 2020, along with a
statement as to whether
or not it was found to be effective, and identify the framework
used to evaluate
effectiveness to comply with Item 308(a) of Regulation S-K.
Note 4 - Mineral Assets Equipment, and Kinetic Separation Intellectual
Property and Other
Property, page F-15
2. We understand from your
disclosures on pages 1 and 17 that you acquired mining
assets in Colorado,
Wyoming, and Alaska, and the Kinetic Separation technology license
along with the
acquisition of Black Range Minerals Ltd. in September 2015.
Robert Klein
FirstName LastNameRobert Klein
Western Uranium & Vanadium Corporation
Comapany
August 26, NameWestern
2021 Uranium & Vanadium Corporation
August
Page 2 26, 2021 Page 2
FirstName LastName
You previously disclosed, along with your allocation of purchase price
attributing $10.1
million to mineral properties and $9.5 million to the license, that
the assets acquired in this
transaction "consist principally of interests in a complex of uranium
mines located in
Colorado (the Hansen-Taylor Complex ) and a 100% interest in a
license expiring March
16, 2040 for ablation mining technologies and related patents...."
However, on page 28 you explain that none of these properties are
operational and that
an option to acquire an incremental 51% interest in mineral rights
within the
Hansen/Taylor Ranch Project expired in 2019. You indicate that no
reserves have been
established, that you have no exploration or mining plans for the
properties, and have not
verified, assessed or prepared any estimates of mineralization. On
page 9, you also
explain that you may not be able to realize benefits of the Kinetic
Separation process due
to uncertainties about an evolving regulatory framework, technological
considerations,
costs of equipment and support, and water requirements.
The disclosure on page F-11 indicates that you have nevertheless
estimated future cash
flows from the intellectual property and mineral assets as of December
31, 2020, and
determined there was no impairment. Please explain how such estimates
were formulated
and adhere to the applicable accounting requirements, including FASB
ASC 930-360-35.
Please submit your underlying analysis of compliance, including
details of the cash flows
estimated and utilized in your assessment as of December 31, 2020.
Also submit a schedule showing your initial attribution of the
purchase price to the
mineral interests acquired, identify subsequent changes to those
interests, and explain why
the subsequent loss or relinquishment of interests would not have
precipitated an
adjustment to the carrying amount of the mineral properties. Provide a
similar analysis of
value ascribed to the technology license if there have been changes in
the status of the
patent and patent applications or subsequent findings or changes in
circumstances that
would diminish the utility of the processes or technology covered by
the agreement.
3. Please expand your disclosure to identify the salient provisions of
the intellectual property
license agreement, including its term and the duration and current
status of the
patent and two patent applications covered by the license, also to
explain how the license
is relevant to your business plan of operations, including any
specific property interests to
which processes or technology covered by the license are in use or
being applied.
Given the contractual term of the license, also tell us why you would
not amortize the
intangible asset to comply with FASB ASC 350-30-35-6.
Financial Statements
Note 7 - Commitments and Contingencies, page F-18
4. We understand that due to a lack of production you have been unable to
fulfill your
obligations under the five-year uranium concentrates supply agreement,
and have recently
paid a third party to assume your obligations for 2021, and have
agreed to pay a third
Robert Klein
Western Uranium & Vanadium Corporation
August 26, 2021
Page 3
party the market price for the uranium needed to fulfill your
obligation in 2022.
Please expand your disclosure to specify the price that you have
contracted to receive
under the agreement with the utility or to describe the manner by
which it is calculated if
dependent upon future variables. Please also quantify, in your recent
interim reports, any
differential between the price that you expect to receive compared to
the price that you
expect to pay in 2022, and tell us how you decided that fair value
accounting for the
contract or recognition of loss was not required, if this is your
view.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastNameRobert Klein Sincerely,
Comapany NameWestern Uranium & Vanadium Corporation
Division of Corporation
Finance
August 26, 2021 Page 3 Office of Energy &
Transportation
FirstName LastName