UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐
|
Preliminary
Proxy Statement
|
☐
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
|
Definitive
Proxy Statement
|
☐
|
Definitive
Additional Materials
|
☐
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Soliciting
Material under §240.14a -12
|
Western
Uranium Corporation
(Name
of Registrant as Specified in its Charter)
Not
Applicable
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☐
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
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(3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
|
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(4)
|
Proposed
maximum aggregate value of transaction:
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☐
|
Fee
paid previously with preliminary materials.
|
☐
|
Check
box if any part of the fee if offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
|
|
(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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NOTICE
OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE
IS HEREBY GIVEN
that the Annual and Special Meeting (the “
Meeting
”) of Shareholders of Western
Uranium Corporation (the “
Company
” or “
Western
”) will be held
at the OTCQX Market
Center located at 304 Hudson Street 3
rd
Floor, New York, NY 10013 at 10:00 a.m. (Eastern Daylight Time)
(‘EDT’), on Friday the 29
th
day of June, 2018,
for the following purposes:
|
1.
|
to
receive the audited annual consolidated financial statements of the Company for the fiscal
period ended December 31, 2017, together with the report of the auditors (the “
Financial
Statements
”);
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2.
|
to
elect the directors of the Company for the ensuing year;
|
|
3.
|
to
re-appoint MNP LLP as the auditors of the Company for the ensuing year and to authorize
the directors to fix their remuneration;
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4.
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to
consider, and if deemed advisable, approve changing the Company’s name to “Western
Uranium & Vanadium Corp.” or a variant thereof by adopting a special resolution
substantially in the form set out in the information circular for the Meeting; and
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5.
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to
transact such other business as may properly be brought before the Meeting or any adjournment
or adjournments thereof.
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Your
vote is important.
If you held shares in the Company on May 15, 2018
, you are entitled to receive notice of and vote at
this Meeting or any postponement or adjournment of it. This notice is accompanied by the Management Information Circular which
describes who can vote, how to vote, and what the Meeting will cover. The Financial Statements have been filed under the Company’s
profile on SEDAR at www.sedar.com in accordance with the Company’s continuous disclosure obligations and will be presented
to shareholders at the Meeting.
As
described in the “notice and access” notification mailed to shareholders of the Company, Western has opted to deliver
its Meeting materials to shareholders by posting them on its website at www.western-uranium.com. The use of this alternative means
of delivery is more environmentally friendly and more economical as it reduces the Company’s paper and printing use and
the Company’s printing and mailing costs. The Meeting materials will be available on the Company’s website (www.western-uranium.com)
on May 30, 2018 and will remain on the website for one full year. The Meeting materials will also be available under Western’s
profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov.
Shareholders
who wish to receive paper copies of the Meeting materials prior to the meeting may request copies from Capital Transfer Agency
Inc., the registrar and transfer agent for Western, by calling 1-844-499-4482 or by sending an email to info@capitaltransferagency.com
no later than June 19, 2018.
If
you are not able to attend the Meeting, please vote by using the proxy form or voting instruction form included with the “notice
and access” notification and return it according to the instructions provided before 10:00 a.m. EDT on June 28, 2018.
DATED
at Toronto, Ontario and Nucla, Colorado this 29
th
day of May, 2018.
BY
ORDER OF THE BOARD
(signed)
“George Glasier”
George
Glasier, President and Chief Executive Officer
330
Bay Street, Suite 1400, Toronto, Ontario M5H 2S8
MANAGEMENT
INFORMATION CIRCULAR
As
of May 29, 2018
ANNUAL
AND SPECIAL MEETING OF SHAREHOLDERS
to
be held on Friday, June 29, 2018
GENERAL
PROXY INFORMATION
SOLICITATION
OF PROXIES
This
Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by and
on behalf of the management (the “Management”) of Western Uranium Corporation (the “Company” or “Western”)
for use at the Annual General and Special Meeting of shareholders of the Company (the “Shareholders”) to be held at
the OTCQX Market Center located at 304 Hudson Street 3
rd
Floor, New York, NY 10013 at 10:00 a.m. Eastern Daylight Time
(“EDT”), on Friday the 29
th
day of June, 2018 and at any adjournment thereof (the “Meeting”) for
the purposes set out in the enclosed notice of meeting (the “Notice of Meeting”)
.
Although
it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally by the directors
and/or officers of the Company. Registered shareholders of the Company and beneficial holders of the Company’s shares holding
through intermediaries will be sent a notice and form of proxy for the Meeting in accordance with notice-and-access rules, . Arrangements
have been made with brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of the common shares (“
Shares
”) held of record by such certain
persons and the Company may reimburse such persons for reasonable fees and disbursements incurred by them in doing so. The costs
thereof will be borne by the Company.
The
approximate date on which proxy materials are expected to be first sent or given to shareholders is May 30, 2018.
The
record date for determining the Shareholders of the Company entitled to notice of, and to attend and vote their shares at, the
Meeting is May 15, 2018 (the “
Record Date
”).
NOTICE-AND-ACCESS
National
Instrument 54-101 –
Communication with Beneficial Owners of Securities of a Reporting Issuer
(“
NI 54-101
”),
and National Instrument 51-102 –
Continuous Disclosure Obligations
, allow for the use of the notice-and-access system
for the delivery to shareholders of certain materials, including the notice of meeting, management information circular, annual
financial statements and management’s discussion and analysis (collectively, the “
Meeting Materials
”)
by reporting issuers.
Under
the notice-and-access system, reporting issuers are permitted to deliver the Meeting Materials by posting them on SEDAR at www.sedar.com
as well as a website other than SEDAR and sending a notice package (the “
Notice Package
”) to shareholders that
includes: (i) the relevant form of proxy or VIF; (ii) basic information about the meeting and the matters to be voted on; (iii)
instructions on how to obtain a paper copy of the Meeting Materials; and (iv) a plain-language explanation of how the notice-and-access
system operates and how the Meeting Materials can be accessed online.
As
described in the notice-and-access notification mailing to the Shareholders on or about May 30, 2018, Western has elected to deliver
its Meeting Materials to Beneficial Holders using the notice-and-access system. Therefore, the Notice Package will be sent via
prepaid mail directly to the NOBOs and, indirectly, through intermediaries to the OBOs; Western is assuming the cost of such delivery
to OBOs. Registered Shareholders and those Beneficial Holders with existing instructions on their account to receive printed materials
will receive a printed copy of the Meeting Materials with the Notice Package. Western is not using a procedure known as “stratification”
in relation to its use of notice-and-access. Stratification occurs when a reporting issuer, while using notice-and-access, also
provides a paper copy of the management information circular to some of its shareholders with the notice package. In relation
to the Meeting, all Shareholders will receive the required documentation under the notice-and-access system, and will not include
a paper copy of the Information Circular.
The
Meeting Materials can be viewed online under Western’s profile at www.sedar.com or at Western’s website at http://www.western-uranium.com/.
Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost. Requests for Meeting
Materials may be made up to one year from the date the Information Circular was filed on SEDAR by emailing info@capitaltransferagency.com
or by emailing the Company at rklein@western-uranium.com. Shareholders who wish to receive paper copies of the Meeting Materials
prior to the meeting may request copies from Capital Transfer Agency Inc., the registrar and transfer agent for Western, by calling
1-844-499-4482 or by sending an email to info@capitaltransferagency.com no later than June 19, 2018.
APPOINTMENT
AND REVOCATION OF PROXIES
The
persons named in the enclosed form of proxy are officers or directors of the Company (the “
Management Designees
”).
A REGISTERED SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON, WHO NEED NOT BE A SHAREHOLDER OF THE COMPANY, TO REPRESENT
HIM OR HER AT THE MEETING MAY DO SO
by inserting such other person’s name in the blank space provided in the form of
proxy and depositing the completed proxy with the Transfer Agent of the Company, Capital Transfer Agency Inc., 390 Bay Street,
Suite 920, Toronto, Ontario M5H 2YS. A proxy can be executed by the Shareholder or his attorney duly authorized in writing, or,
if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.
In
addition to any other manner permitted by law, the proxy may be revoked before it is exercised by instrument in writing executed
and delivered in the same manner as the proxy at any time up to and including the last business day preceding the day of the Meeting
or any adjournment thereof at which the proxy is to be used or delivered to the Chairman of the Meeting on the day of the Meeting
or any adjournment thereof prior to the time of voting and upon either such occurrence, the proxy is revoked.
Please
note that Shareholders who receive their Notice Package from Broadridge Investor Communication Solutions, Canada (“
Broadridge
”)
must return the proxy forms, once voted, to Broadridge for the proxy to be dealt with.
DEPOSIT
OF PROXY
By
resolution of the Directors duly passed,
ALL PROXIES TO BE USED AT THE MEETING MUST BE DEPOSITED NO LATER THAN 10:00 A.M. EDT
ON THE BUSINESS DAY PRECEDING THE DAY OF THE MEETING, BEING THURSDAY, JUNE 28, 2018 WITH THE COMPANY’S TRANSFER AGENT, CAPITAL
TRANSFER AGENCY INC. An envelope for the return of completed proxies is also being sent to registered shareholders.
ADVICE
TO BENEFICIAL SHAREHOLDERS
Only
registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases,
Shares owned by a person are registered either (a) in the name of an intermediary (an “
Intermediary
”) that
the non-registered holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities
dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income
funds, registered education savings plans and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository
for Securities Limited (“
CDS
”)) of which the Intermediary is a participant (a “
Non-Registered Holder
”).
In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company is distributing
the
Meeting Materials
to Shareholders by posting Meeting Materials on its website at www.western-uranium.com. The Meeting
Materials will be available on the Company’s website on May 30, 2018 and will remain on the website for one full year. The
Meeting materials will also be available under Western’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov. The Company
will only be mailing the Notice Package. Intermediaries are required to forward the Notice Package to Non-Registered Holders unless
a Non-Registered Holder has waived the right to receive them. Very often, Intermediaries will use service companies to forward
the Notice Package to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive the Notice
Package will either:
a) be
given a form of proxy which has already been signed by the Intermediary (typically by a facsimile stamped signature), which is
restricted as to the number and class of securities beneficially owned by the Non-Registered Holder but which is not otherwise
completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the
Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to vote by proxy should otherwise
properly complete the form of proxy and deliver it as specified; or
b)
be given a form of proxy which is not signed by the Intermediary and which, when properly
completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting
instructions (often called a “
Voting Instruction Form
”) which the Intermediary must follow. Typically the Non-Registered
Holder will also be given a page of instructions which contains a removable label containing a bar code and other information.
In order for the form of proxy to validly constitute a Voting Instruction Form, the Non-Registered Holder must remove the label
from the instructions and affix it to the Voting Instruction Form, properly complete and sign the Voting Instruction Form and
submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.
In
either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares they beneficially
own. Should a Non-Registered Holder who receives either form of proxy wish to vote at the Meeting in person, the Non-Registered
Holder should strike out the persons named in the form of proxy and insert the Non-Registered Holder’s name in the blank
space provided. Non-Registered Holders should carefully follow the instructions of their Intermediary including those regarding
when and where the form of proxy or Voting Instruction Form is to be delivered.
All
references to shareholders in this Circular and the accompanying instrument of proxy and Notice of Meeting are to Shareholders
of record unless specifically stated otherwise.
EXERCISE
OF DISCRETION BY PROXIES
Shares
represented by properly executed proxies in favour of the persons designated in the form of proxy will be voted on or withheld
from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, where the person
whose proxy is solicited specifies a choice with respect to the matters identified in the proxy.
Shares
represented by properly executed proxies in favour of the persons designated in the form of proxy, provided for voting at the
meeting in the absence of any direction to the contrary, will be voted FOR the item of business as set out in the Notice of Meeting
and as stated elsewhere in this Circular.
The
enclosed form of proxy confers discretionary authority upon the persons named therein with respect to any amendment, variation
or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting.
IF ANY SUCH AMENDMENTS,
VARIATIONS OR OTHER MATTERS WHICH ARE NOT NOW KNOWN TO THE MANAGEMENT DESIGNEES SHOULD PROPERLY COME BEFORE THE MEETING, THE SHARES
REPRESENTED BY THE PROXIES HEREBY SOLICITED WILL BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON OR PERSONS VOTING
SUCH PROXIES. As of the date of this Circular, management of the Company knows of no such amendments, variations or other matters
to come before the Meeting other than the matters referred to in the accompanying Notice of Meeting.
EFFECTIVE
DATE
The
effective date of this Circular is May 29, 2018.
CURRENCY
Unless
otherwise stated, all amounts expressed in this Circular are in United States Dollars.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
Each
Shareholder of record will be entitled to one (1) vote for each Share held at the Meeting.
Shareholders
of record of the Shares of the Company on the Record Date will be entitled either to attend the Meeting in person and vote Shares
held by them at that Meeting or, provided an appropriately completed and executed proxy shall have been delivered to the Company
as described herein, to attend and vote their Shares at the Meeting by proxy. However, if a holder of Shares of the Company has
transferred any Shares after the Record Date and the transferee of such Shares establishes ownership thereof and makes a written
demand, not later than ten (10) days before the Meeting, to be included in the list of Shareholders entitled to vote at the Meeting,
the transferee will be entitled to vote such Shares.
As
of the Record Date, the authorized capital of the Company consisted of an unlimited number of common shares, of which 21,480,954
Shares were issued and outstanding as fully paid and non-assessable.
To
the knowledge of the directors and executive officers of the Company, the only persons or companies that beneficially own, or
control or direct, shares carrying 10% or more of the voting rights attached to all outstanding shares of the Company as at the
Record Date are:
Name of Shareholder
|
|
Number of
Shares Held
(1)
|
|
|
Percentage of
issued and
outstanding
Shares
(2)
|
|
George Glasier
|
|
|
4,783,333
|
|
|
|
22.3
|
%
|
Baobab Asset Management LLC
|
|
|
2,460,326
|
|
|
|
11.5
|
%
|
Notes:
|
(1)
|
Information
obtained from the insider reports available under the Company’s profile on SEDI at www.sedi.ca.
|
|
(2)
|
Based
on 21,480,954 Shares of the Company outstanding as at the Record Date.
|
The
following table sets forth information with respect to the beneficial ownership of Shares as of May 25, 2018 by:
|
●
|
each
person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding Shares;
|
|
●
|
each of our directors
and executive officers; and
|
|
●
|
all
of our directors and executive officers as a group.
|
The
amounts and percentages of Shares beneficially owned are reported on the basis of regulations of the U.S. Securities and Exchange
Commission (“
SEC
”) governing the determination of beneficial ownership of securities. The information relating
to the Company’s 5% beneficial owners is based on information we received from such holders. Under the rules of the SEC, a person
is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power
to vote or direct the voting of a security, or investment power, which includes the power to dispose of or to direct the disposition
of a security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire
beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing
such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than
one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities
as to which such person has no economic interest.
Except
as otherwise set forth in the footnotes to the table below, the address of persons listed below is c/o Western Uranium Corporation,
330 Bay Street, Suite 1400, Toronto, Ontario, Canada M5H 2S8. Unless otherwise indicated in the footnotes, each of the beneficial
owners listed has, to our knowledge, sole voting and investment power with respect to the indicated securities.
Name of Beneficial Owner
|
|
Number of
Securities
(8)
|
|
|
Percentage of
Outstanding
Common
Shares on a Partially
Diluted
Basis
(1)
|
|
|
|
|
|
|
|
|
5% or Greater Stockholders
|
|
|
|
|
|
|
|
|
George Glasier
(2)
|
|
|
5,133,333
|
|
|
|
23.5
|
%
|
Baobab Asset Management LLC
(3)
|
|
|
2,810,326
|
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
Directors and Named Executive Officers
|
|
|
|
|
|
|
|
|
George Glasier
(2)
|
|
|
5,133,333
|
|
|
|
23.5
|
%
|
Bryan Murphy
(6)
|
|
|
100,000
|
|
|
|
*
|
%
|
Andrew Wilder
(4)
|
|
|
350,000
|
|
|
|
1.6
|
%
|
Robert Klein
(5)
|
|
|
320,000
|
|
|
|
1.5
|
%
|
Russell Fryer
(3) (7)
|
|
|
2,810,326
|
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
All current executive officers and directors as a group (4 persons)
|
|
|
5,903,333
|
|
|
|
26.1
|
%
|
Notes:
*
|
Represents
holdings of less than 1% of Shares outstanding.
|
(1)
|
Based on 21,480,954
Shares outstanding on May 25, 2018 and, with respect to each individual holder, rights to acquire Shares exercisable within
60 days of May 25, 2018.
|
(2)
|
Consists of 4,783,333
Shares and 350,000 Shares of common stock issuable upon the exercise of stock options.
|
(3)
|
Consists of 2,460,326
Shares registered in the name of Baobab Asset Management LLC, of which Russell Fryer is the beneficiary and 350,000 Shares
issuable upon the exercise of stock options held by Mr. Fryer.
|
(4)
|
Consists of 350,000
Shares issuable upon the exercise of stock options held by Mr. Wilder.
|
(5)
|
Consists of 20,000
Shares and 300,000 Shares issuable upon the exercise of stock options held by Mr. Klein.
|
(6)
|
Consists
of 100,000 Shares issuable upon the exercise of a stock options held by Mr. Murphy.
|
(7)
|
Russell Fryer provided
his services to the Company as a director and executive Chairman of the Company through a consulting agreement between Baobab
Asset Management LLC and the Company. On January 29, 2018, the Company provided the requisite 90-day notification to terminate
the consulting agreement, effective April 30, 2018. Subsequently on May 1, 2018, Mr. Fryer resigned as director and chairman of
the board of directors.
|
(8)
|
Information obtained
from the insider reports available under the Company’s profile on SEDI at www.sedi.ca.
|
FINANCIAL
STATEMENTS
The
audited consolidated financial statements of the Company for the financial year ended December 31, 2017 and the report of the
auditor thereon will be placed before Shareholders at the Meeting for their consideration. No formal action is expected to be
taken at the Meeting to approve the financial statements. If any shareholder has questions regarding such financial statements,
such questions may be brought to the management of the Company.
VOTES
NECESSARY TO PASS RESOLUTIONS
The
resolution proposed in this Circular to change the Company’s name to “Western Uranium & Vanadium Corp.”
(discussed herein under Matter #3) must be passed by holders of not less than two-thirds of the votes of shareholders properly
cast at the Meeting, whether in person, by proxy or otherwise (the “
Special Resolution
”). A simple majority
of affirmative votes cast at the Meeting is required to pass all the other resolutions described herein. If there are more nominees
for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected
or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election is equal to
the number of vacancies to be filled, all such nominees who receive a simple majority of affirmative votes cast at the Meeting
will be declared elected by acclamation.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None
of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of
the persons who have been directors or executive officers of the Corporation since the commencement of the Company’s last
completed financial year, and no associate or affiliate of any of the foregoing has any material interest, direct or indirect,
by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting except as disclosed herein.
MATTER
#1-ELECTION OF DIRECTORS
The
articles of incorporation, as amended, of the Company currently provide that the number of directors of the Company will be a
minimum of three and a maximum of ten. The by-laws of the Company provide that when the articles of the Company provide for a
minimum and maximum number of directors, the number of directors within the range specified in the Articles may be determined
from time to time by resolution of the Board. The Board has determined that there should be three directors. The term of office
of the current three directors expires at the Meeting. All of the current directors (namely, George Glasier, Andrew Wilder and
Bryan Murphy) are nominated for election at the Meeting as management’s nominees.
The
persons named in the accompanying proxy, if not expressly directed otherwise in such proxy,
will vote
the Shares
in respect of which they have been appointed proxyholder in favour of the election of those persons listed below as nominees as
directors. Each director elected will hold office until the close of the next annual meeting of shareholders of the Company following
his election unless his office is earlier vacated in accordance with the by-laws of the Company.
Management recommends that
shareholders vote in favour of these nominees.
The
Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent
with the highest level of integrity. Management is expected to execute the Company’s business plan and to meet performance goals
and objectives.
The
following table sets out the name of each person proposed to be nominated by management for election as a director, all other
positions and offices with the Company and any significant affiliate now held by him, if any, his principal occupation or employment,
the period or periods of service as a director of the Company and the approximate number of shares of the Company beneficially
owned by him directly or indirectly, by, or subject to control or direction of, such person as of May 29, 2018:
Name,
Province/State of Residence, and Positions with the Company
|
|
Director
since
|
|
Principal
Occupation and Past Experience
|
|
Shares Beneficially Owned
|
George
E. Glasier
Colorado,
USA
Director,
President & CEO,
Member
of the Audit Committee
|
|
November
2014
|
|
Cattle
rancher. Previously President and founder of CEO Energy Fuels Inc.
|
|
4,783,333
|
Bryan
Murphy
Ontario, CAN
Director,
Chairman of the Board, Member of the Audit Committee
|
|
January
2018
|
|
Managing
Partner of Quest Partners
|
|
0
|
Andrew
Wilder
New
York, USA
Director,
Chairman of the Audit Committee
|
|
November
2014
|
|
CEO
Cross River Group
|
|
0
|
Principal
Occupation and Past Experience of Nominees
George
E. L. Glasier, J.D., age 74, Director, President and Chief Executive Officer
Mr.
Glasier has over 40 years experience in the uranium industry, with extensive experience in sales and marketing; project development
and permitting uranium processing facilities. He was an Owner, Director and Vice President of Marketing at Energy Fuels Nuclear,
the largest producer of uranium in the United States during the 1980’s. He is the Founder of Energy Fuels Inc. (formerly
Volcanic Metals Exploration Inc.) and served as its Chief Executive Officer, President and Director from January 24, 2006 to March
31, 2010. At Energy Fuels, he was responsible for assembling a key management team, acquiring a portfolio of uranium projects,
and leading the successful permitting process that culminated in the licensing of the Piñon Ridge Uranium Mill in Western
Montrose County, Colorado. Mr. Glasier received his Juris Doctorate and Bachelor of Science/Business Administration from the University
of Denver.
Bryan
Murphy, age 49, Director
Mr.
Murphy is a Managing Partner of Quest Partners, a boutique investment bank that focuses on the provision of M&A, corporate
finance, and business strategy services. Since founding the firm in 2006, Mr. Murphy has developed extensive international experience
and relationships advising high-growth businesses across North America, Europe, and the Middle East. In the prior dozen years,
Mr. Murphy held senior management roles at Canadian Tire Corporation overseeing divisions and business lines. Mr. Murphy was also
a board member of Covenant House Toronto, one of Canada’s largest homeless youth agencies. Mr. Murphy has an Honours Bachelor
of Arts in Business Administration majoring in Finance and an MBA with Distinction from the University of Western Ontario Richard
Ivey School of Business.
Andrew
Wilder, age 47, Director
Mr. Wilder is a Managing
Member, investment committee member, and COO and CFO at Inventiv Capital Management, an infrastructure and private equity fund
management business focused on promoting the UN’s Sustainable Development Goals. Previously Mr. Wilder was CFO, COO
and co-founder of North Sound Capital, a $3 billion peak AUM long/short equity hedge fund, and more recently was founder and CEO
of Cross River Group, a business development firm focused on private equity businesses and real asset project developers in the
Natural Resource and Technology sectors. He co-founded Columbus Avenue Consulting, an independent fund administration business
with 90 clients and $7 billion AUA which was sold in 2012. Earlier in his career, Mr. Wilder was the Head of Operations for C.
Blair Asset Management, a $500 million long/short equity hedge fund based in Greenwich, CT. Mr. Wilder began his career as Manager
in Audit for Deloitte & Touche. He currently serves on the Board of Directors for Western Uranium Corporation. Mr. Wilder
holds the Chartered Accountant (Canada) designation and the CFA designation. He received a Masters in Business Administration
from the University of Toronto and a Bachelor of Arts from the University of Western Ontario.
Executive
Officers Not Nominated to Serve as Directors
Robert
Klein
, age 52, Chief Financial Officer
Mr.
Klein has served as our Chief Financial Officer since October 19, 2016 and previously served as Western’s Vice President-Finance,
taking leading roles in reporting, corporate transactions, and the public listing of the stock on both the CSE and OTCQX. This
prior role was through the Cross River Advisors LLC (“
Cross River
”), where Mr. Klein was the Chief Operating
Officer, and began on an Operating Partner basis with the formation of Western’s predecessor, Piñon Ridge Mining,
LLC in April 2014. Previously, Mr. Klein was a Managing Director at Analytical Research, a hedge fund and hedge fund of funds
research firm which he joined in 2010. He has a broad alternative investment background derived from operating and investment
roles directly and through Exeter Analytics, a consulting firm he founded. Among these hedge fund and hedge fund of fund roles
he served as the CFO of Five Points Capital, a hedge fund spin-out from Soros Fund Management. Earlier in his career, Mr. Klein
worked for traditional institutions including the investment bank and private investment firms of Lehman Brothers and William
E. Simon & Sons. Mr. Klein holds the Chartered Financial Analyst® designation, received an M.B.A. from the Robert H. Smith
School of Business at the University of Maryland and a B.S. in Accounting from George Mason University.
Family
Relationships
There
are no family relationships among the Company’s directors and executive officers.
Compliance
with Section 16(a) of the U.S. Exchange Act
Based
solely upon a review of Form 3 and 4 reports and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange
Act of 1934 during the fiscal year ended December 31, 2017 and any Form 5 reports and amendments thereto furnished to us with
respect to the fiscal year ended December 31, 2017, as well as any written representation from a reporting person that no Form
5 is required, we are not aware that any officer, director or 10% or greater shareholder failed to file on a timely basis, as
disclosed in the aforementioned forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the fiscal
year ended December 31, 2017 except as follows: George Glasier filed late one Form 4 reporting one transaction; Robert Klein filed
late one Form 4 reporting one transaction; Russell Fryer filed late three Form 4s reporting four transactions; and Andrew Wilder
filed late four Form 4s reporting five transactions and Siebels Hard Asset Fund Ltd. filed late one Form 4 reporting one transaction.
Corporate
Cease Trade Orders or Bankruptcies
To
the knowledge of the Company, no nominee is, as at the date of this Circular, or has been in the last 10 years before the date
of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,
while that person was acting in that capacity,
|
(a)
|
was
subject to an order that was issued while the director or executive officer was acting
in the capacity as director, chief executive officer or chief financial officer; or
|
|
(b)
|
was
subject to an order that was issued after the director or executive officer ceased to
be a director, chief executive officer or chief financial officer and which resulted
from an event that occurred while that person was acting in the capacity as director,
chief executive officer or chief financial officer.
|
To
the knowledge of the Company, no nominee:
|
(a)
|
is,
as at the date of this Circular, or has been within the 10 years before the date of this
Circular, a director or executive officer of any company (including the Company) that,
while that person was acting in that capacity, or within a year of that person ceasing
to act in that capacity, became bankrupt, made a proposal under any legislation relating
to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or
|
|
(b)
|
has,
within 10 years before the date of the Circular, become bankrupt, made a proposal under
any legislation relating to bankruptcy or insolvency, or become subject to or instituted
any proceedings, arrangement or compromise with creditors, or had a receiver, receiver
manager or trustee appointed to hold the assets of the director, executive officer or
shareholder.
|
Penalties
or Sanctions
To
the knowledge of the Company, none of the nominees has been subject to any penalties or sanctions imposed by a court relating
to Canadian securities legislation or by a Canadian securities regulatory authority or have entered into a settlement agreement
with a Canadian securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory
body that would likely be considered important to a reasonable investor making an investment decision.
Involvement
of Officers and Directors in Certain Legal Proceedings
None
of our officers or directors has filed for bankruptcy, been convicted in a criminal proceeding or been the subject of any order,
judgment, or decree permanently, temporarily, or otherwise limiting activities (1) in connection with the sale or purchase of
any security or commodity or in connection with any violation of U.S. federal or state securities laws or U.S. Federal commodities
laws, (2) engaging in any type of business practice, or (3) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the U.S.
Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person, director or employee of an investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity.
Election
of Directors
At
the Meeting, Shareholders of the Company will be asked to elect to the Company’s Board of Directors the three individuals nominated
for election by management (namely, George Glasier, Andrew Wilder and Bryan Murphy).
Unless
a proxy specifies that the shares it represents are to be withheld from voting in favour of any of the candidates proposed above,
the proxies named in the form of proxy intend to
vote in favour
of all the candidates proposed above.
MATTER
#2-APPOINTMENT OF AUDITOR
Shareholders
of the Company will be asked to approve the reappointment of MNP LLP of Toronto, Ontario as auditors of the Company to hold office
until the next annual general meeting of the Company and will also propose that the Directors be authorized to fix the remuneration
to be paid to the auditor. MNP LLP was first appointed as independent auditors of the Company at the July 18, 2014 shareholder
meeting.
As
this year’s Meeting is being held in New York rather than Toronto, a representative of Western’s auditors is not expected
to be present at the Meeting.
Unless
a proxy specifies that the shares it represents are to be withheld from voting in favour of the appointment of MNP LLP as the
auditor of the Company, the proxies named in the form of proxy intend to
vote in favour
of the appointment of MNP
LLP as the auditor of the Company and the authorization of the Board to fix the remuneration paid to auditor.
MATTER
#3 PROPOSAL TO CHANGE THE COMPANY’S NAME TO
“WESTERN
URANIUM & VANADIUM CORP.”
In recent years, vanadium has been a resource
on the rise particularly due to demand from the steel industry (vanadium is a hardening additive in the steel production) and production
of vanadium flow batteries. The Company holds large vanadium resources in the U.S. that make Western one of the more significant
U.S. holders of vanadium resources. To reflect the increased importance of vanadium for the Company and to better reflect the diversification
in Western’s mineral resources, it is proposed that the Company change its name to “Western Uranium & Vanadium
Corp.”, or if that name is not available, to a substantially similar name (the “
Name Change
”). It is anticipated
that upon the Name Change taking effect, the trading symbol for the Company’s common shares on the CSE will remain the same:
“WUC”.
At
the Meeting, in order to authorize the Name Change, shareholders will therefore be asked to pass a resolution substantially in
the form of the resolution set out in Schedule “B” as a Special Resolution
.
This resolution will authorize
the Board to determine whether and when to complete the Name Change, and to abandon implementation of the Name Change if the Board,
in its discretion, determines it is appropriate to do so.
The
Board recommends that shareholders of the Company vote “FOR” the Name Change.
Unless a proxy specifies that the
shares it represents are to be withheld from voting in favour of the approval of the Name Change, the proxies named in the form
of proxy intend to vote in favour of approval of the Name Change.
MATTER
#4 - OTHER MATTERS COMING BEFORE THE MEETING
Management
of the Company knows of no other matter to come before the Meeting other than as set forth above and in the Notice of Meeting.
Should any other matters properly come before the Meeting, the Shares represented by the proxies solicited hereby will
be voted on such matters in accordance with the best judgment of the person voting by proxy.
INFORMATION
CONCERNING THE COMPANY
COMPENSATION
OF DIRECTORS AND NAMED EXECUTIVE OFFICERS
Basis
of Reporting
Western
Uranium Corporation was created on November 20, 2014 when Homeland Uranium Inc. changed its name subsequent to a reverse takeover
of Homeland Uranium Inc. by Pinon Ridge Mining LLC. As part of that process, Homeland Uranium Inc. acquired 100% of the members’
interests of Pinon Ridge Mining LLC and subsequent to obtaining appropriate shareholder approvals, the Company reconstituted its
Board of Directors and senior management team. Homeland Uranium Inc. was a non-listed reporting issuer subject to the rules and
regulations of the Ontario Securities Commission. Concurrent with the reverse takeover, the Company completed a listing process
on the Canadian Securities Exchange (the “
CSE
”).
In
March 2015, Western Uranium Corporation and Black Range Minerals Limited (“
Black Range
”) entered into a definitive
Merger Implementation Agreement, pursuant to which Western agreed to acquire all of the issued shares of Black Range by way of
Scheme of Arrangement under the Australian Corporations Act 2001. On September 16, 2015, Western completed its takeover of Black
Range, an Australian company that was listed on the ASX until the acquisition was completed.
On
May 23, 2016, the Company’s common stock was approved for the commencement of trading on the OTCQX Best Market under
the symbol “WSTRF”, and thereafter became an SEC reporting company on June 27, 2016. Western’s common shares continue
to trade on the CSE under the symbol “WUC”. As a result of the transition to an SEC reporting company, Western has begun
presenting its consolidated financial statements in accordance with United States’ generally accepted accounting principles (U.S.
GAAP) replacing the former International Financial Reporting Standards (IFRS) presentation.
Consequently,
the disclosure in this section is being presented in accordance with both the rules of the U.S. Securities Exchange and the Ontario
Securities Commission. Thus, in order to comply with both regulatory regimes and conform to its financial statement presentation
a reporting currency of U.S. dollars is utilized in all the tables.
Pursuant
to
National Instrument 51-102 Continuous Disclosure Obligations
(Canada), the Company is required to disclose all compensation
for services rendered to the Company for its two most recently completed financial years in respect of (i) the Chief Executive
Officer (“
CEO
”), (ii) the Chief Financial Officer (“
CFO
”) and (iii) any other executive
officer whose compensation in any of those years exceeded $150,000 (together, “
Named Executive Officers
”),
as well as directors. during the financial years ended on December 31, 2016 and December 31, 2017, the Company had three Named
Executive Officers: George Glasier (President and CEO), Andrew Wilder (CFO until October 19, 2016), Robert Klein (CFO from October
19, 2016), and Russell Fryer (Executive Chairman until April 30/May 1, 2018).
Total
Compensation Excluding Compensation Securities
The
table below sets out information concerning the compensation earned or awarded to the Company Named Executive Officers and Directors
during the financial years from ended December 31, 2016 and 2017.
Total of compensation excluding compensation of securities
|
Name and position
|
|
|
Year
|
|
|
|
Salary, consulting fee, retainer or commission
($)
|
|
|
Bonus
($)
|
|
Committee or meeting fees
($)
|
|
Value of prerequisites
($)
|
|
|
Value of all other compensation
($)
|
|
|
|
Total compensation
($)
|
|
George Glasier,
Chief Executive Officer, President and Director
|
|
|
2017
2016
|
|
|
|
165,000
Nil
|
|
|
Nil
Nil
|
|
Nil
Nil
|
|
Nil
Nil
|
|
|
34,615
39,852
|
|
|
|
199,615
39,852
|
|
Andrew Wilder,
Director and Former Chief Financial Officer
|
|
|
2017
2016
|
|
|
|
26,638
94,351
|
|
|
Nil
Nil
|
|
Nil
Nil
|
|
Nil
Nil
|
|
|
34,615
39,852
|
|
|
|
61,253
134,203
|
|
Michael Skutezky
(1)
,
Former Chairman and Director
|
|
|
2017
2016
|
|
|
|
42,966
47,661
|
|
|
Nil
Nil
|
|
Nil
Nil
|
|
Nil
Nil
|
|
|
Nil
53,135
|
|
|
|
42,966
100,796
|
|
Russell Fryer
(2)
,
Former Executive Chairman and Director
|
|
|
2017
2016
|
|
|
|
163,321
149,244
|
|
|
Nil
Nil
|
|
Nil
Nil
|
|
Nil
Nil
|
|
|
34,615
39,852
|
|
|
|
197,936
189,096
|
|
Robert Klein,
Chief Financial Officer
|
|
|
2017
2016
|
|
|
|
110,000
24,000
|
|
|
Nil
Nil
|
|
Nil
Nil
|
|
Nil
Nil
|
|
|
34,615
26,568
|
|
|
|
144,615
50,568
|
|
Notes:
(1)
|
Michael
Skutezky resigned from his board of director positions with the Company on July 27, 2017.
|
(2)
|
Russell Fryer provided his services to the Company as a director and executive chairman of the Company
through a consulting agreement between Baobab Asset Management LLC and the Company. On January 29, 2018, the Company provided the
requisite 90-day notification to terminate the consulting agreement, effective April 30, 2018. Subsequently, on May 1, 2018, Mr.
Fryer resigned as director and chairman of the board of directors.
|
Incentive
Plan Awards
During
the financial year ended December 31, 2017, the Company issued 825,000 stock options to a number of its officers, consultants,
directors and employees. Subsequently, the Company issued 100,000 stock options to Bryan Murphy in February 2018 when he joined
the Board of Directors. Please see below chart for the options issued to named executive officers and directors of the Company
during the financial year ended December 31, 2017.
Compensation Securities
|
Name and position
|
|
Type of compensation security
|
|
|
Number of compensation securities, number of underlying securities, and percentage of class
|
|
|
Date of issue or grant
|
|
|
Issue, conversion or exercise price ($)
|
|
|
|
Closing price of security or underlying security on date of grant
($)
|
|
|
|
Closing price of security or underlying security at year end December 31, 2017
($)
|
|
|
Expiry date
|
George Glasier,
Chief Executive Officer, President and Director
|
|
Stock Options
|
|
|
200,000
|
|
|
10/6/2017
|
|
$
|
1.27
|
|
|
$
|
0.90
|
|
|
$
|
1.25
|
|
|
3/31/2023
|
Andrew Wilder,
Director
|
|
Stock Options
|
|
|
200,000
|
|
|
10/6/2017
|
|
$
|
1.27
|
|
|
$
|
0.90
|
|
|
$
|
1.25
|
|
|
3/31/2023
|
Russell Fryer,
(1)
Former Chairman and Director
|
|
Stock Options
|
|
|
200,000
|
|
|
10/6/2017
|
|
$
|
1.27
|
|
|
$
|
0.90
|
|
|
$
|
1.25
|
|
|
3/31/2023
|
Robert Klein,
Chief Financial Officer
|
|
Stock Options
|
|
|
200,000
|
|
|
10/6/2017
|
|
$
|
1.27
|
|
|
$
|
0.90
|
|
|
$
|
1.25
|
|
|
3/31/2023
|
(1)
|
Russell Fryer provided his services to the Company as a director and executive chairman of the Company
through a consulting agreement between Baobab Asset Management LLC and the Company. On January 29, 2018, the Company provided the
requisite 90-day notification to terminate the consulting agreement, effective April 30, 2018. Subsequently on May 1, 2018, Mr.
Fryer resigned as director and executive chairman of the board of directors.
|
The
following table identifies all exercises of stock options or other compensation securities by Named Executive Officers and directors
during the financial year ended December 31, 2017.
Exercise
of Compensation Securities by Directors and NEOs
Financial
Year Ended December 31, 2017
|
|
Name
and position
|
|
Type
of compensation security
|
|
Number
of compensation securities exercised
|
|
Exercise
price per security
($)
|
|
Date
of exercise
|
|
Closing
price of security on date of exercise
($)
|
|
Difference
between exercise price and closing price on date of exercise
($)
|
|
Total
value on each exercise date ($)
|
|
George
Glasier
Chief
Executive Officer, President and Director
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Andrew
Wilder
Director
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Russell
Fryer
Former
Chairman and Director
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Robert
Klein
Chief
Financial Officer
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Michael
Skutezky
Former
Chairman and Director
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Employment,
Consulting and Management Contracts
On
February 8, 2017, the Company entered into an employment agreement with George Glasier, its Chief Executive Officer. The employment
agreement provides for an initial term of January 1, 2017 through December 31, 2018 with automatic annual renewals unless the
Company or Mr. Glasier was to provide 90 days written notice of their desire to not renew the agreement. That employment agreement
provides for a base salary of $180,000 per annum and a discretionary annual cash bonus to be determined by the Company’s
Board of Directors. For his services under that agreement, Mr. Glasier was paid $165,000 during the financial year ended December
31, 2017. No bonus was awarded to Mr. Glasier for that fiscal year. Pursuant to the agreement, Mr. Glasier is entitled to benefits
upon the termination of his employment without cause or in case of a change of control of the Company under certain circumstances.
The agreement defines “change of control” as follows: (a) a transaction or series of transactions whereby a person
or a group becomes owner directly or indirectly of at least 50% of the securities of WUC; (b) a transaction or series of transactions
whereby the Company transfers all or substantially all its assets; and (c) a merger or a consolidation between WUC and another
entity whereby WUC’s stockholders prior to such merger or consolidation own less than 80% of the voting shares of the surviving
entity. In the event of a change of control or if Mr. Glasier’s employment with the Company is terminated without cause,
the Company is required to pay Mr. Glasier a lump sum representing the aggregate annual base salary for two and a half years (which
at the date of this Circular would be $450,000).
On
May 12, 2017, the Company entered into an engagement agreement with Robert Klein to continue his service as the Company’s
Chief Financial Officer. The engagement agreement provides for an initial term of May 1, 2017 through June 30, 2017 and a base
salary of $12,500 per month. On August 1, 2017, the Company extended the May 12, 2017 agreement with Mr. Klein from July 1, 2017
through September 30, 2017 at a base salary of $8,000 per month. On November 13, 2017, the Company entered into an employment
agreement with Mr. Klein. The agreement became effective on October 1, 2017 and provides for an initial term through September
30, 2018 and compensation of $120,000 per annum and an annual bonus at the discretion of the Board of Directors. For his services
under that agreement, Mr. Klein was paid $110,000 during the financial year ended December 31, 2017. No bonus was awarded to Mr.
Klein for that fiscal year. Pursuant to the agreement Mr. Klein is entitled to benefits upon the termination of his employment
without cause or in case of a change of control of the Company under certain circumstances. The agreement defines “change
of control” as follows: (a) a transaction or series of transactions whereby a person or a group becomes owner directly or
indirectly of at least 50% of the securities of WUC; (b) a transaction or series of transactions whereby the Company transfers
all or substantially all its assets; and (c) a merger or a consolidation between WUC and another entity whereby WUC’s stockholders
prior to such merger or consolidation own less than 80% of the voting shares of the surviving entity. In the event of a change
of control where the transaction consideration is above $2.00 per share of the Company or if Mr. Klein’s employment with
the Company is terminated without cause, the Company is required to pay Mr. Klein a lump representing his aggregate annual base
salary for two and a half years (which at the date of this Circular would be $300,000).
Mr.
Skutezky is the owner of Rhodes Capital Corporation (“
Rhodes Capital
”) and Michael R. Skutezky BA LLB. Professional
Corporation. These companies provided consulting and legal services to the Company. During the year ended December 31,2017, the
Company incurred $42,966 to these companies. This consisted of $39,924 in consulting and legal fees and $3,042 in director fees
for Mr. Skutezky’s services. Mr. Skutezky resigned from the Board on July 27, 2017 and subsequently the consulting agreement
and legal services agreement with Mr. Skutezky’s companies were terminated.
Russell Fryer provided his services to
the Company as director and Executive Chairman of the Company through Baobab Asset Management LLC (“
Baobab
”),
a company owned and controlled by Mr. Fryer. During the year ended December 31, 2017, the Company incurred $163,321 of consulting
fees to Baobab. On January 29, 2018, the Company provided the requisite 90-day notification to terminate the consulting agreement,
effective April 30, 2018. Subsequently, Mr. Fryer resigned on May 1, 2018 as director and chairman of the board of directors.
Bryan
Murphy provides his services as director and member of the Audit Committee of the Company through Magellan Limited (a company
owned and controlled by Mr. Murphy) as per a director compensation and indemnification agreement between the Company and Magellan
Limited entered into on January 31, 2018. The monthly compensation paid by the Company to Mr. Murphy for his services as director
and member of the Audit Committee of the Company is $2,000 plus HST.
Summary
of Stock Option Plan
The
Company maintains a stock option plan (the “
Plan
”) for its directors, officers, consultants and employees. All
previously issued stock options awarded by Homeland Uranium Inc. were cancelled pursuant to the reverse takeover with Homeland
Uranium Inc.
The
Company’s maintains an Incentive Stock Option Plan which permits the granting of stock options as incentive compensation.
This plan was approved by shareholders on June 30, 2008 and amendments to the plan were approved by shareholders on June 20, 2013,
and the Board of Directors approved additional changes to the Plan on September 12, 2016.
As
a result of the acquisition of Black Range Minerals Limited (the “
Black Range Transaction
”), options previously
issued by Black Range were cancelled and new options were granted to the former Black Range officers and directors which have
2019 expirations. The additional outstanding options represent the Company’s issuance of stock options to a number of officers,
consultants, directors and employees in the years ended December 31, 2016 and December 31, 2017. As at the date of this Circular,
there are 1,783,664 stock options outstanding, each option entitling the option-holder to purchase one common share of the Company,
as follows:
Number of Options
|
|
|
Exercise Price
|
|
Expiration Date
|
59,998
|
|
|
C$5.25
|
|
July 20, 2019
|
148,666
|
|
|
C$4.80
|
|
November 27, 2019
|
750,000
|
|
|
C$2.50
|
|
March 31, 2022
|
825,000
|
|
|
C$1.60
|
|
March 31 2023
|
On
October 4, 2016, the Company granted an aggregate of 1,075,000 options to purchase common shares to a number of officers,
consultants, directors and employees of the Company under the Company’s Incentive Stock Option Plan. The options shall
have an exercise price of Cdn.$2.50 ($1.90) vesting equally over three years commencing initially on the date of grant and
thereafter on October 31, 2016, and March 31, 2017 with a five-year term from the date of vesting.
On
October 6, 2017, the Company granted options under the Plan for the purchase of an aggregate of 825,000 shares of common stock
to ten individuals consisting of officers, consultants, directors and employees of the Company. The options have a five year term,
an exercise price of CAD $1.60 ($1.27), and vest equally in thirds commencing initially on the date of grant and thereafter on
October 31, 2017, and March 31, 2018.
On
February 8, 2018, the Company granted options under the Plan for the purchase of an aggregate of 100,000 shares of common stock
to Bryan Murphy, a new director of the Company. The options have a five year term, an exercise price of CAD $1.00 ($0.79), and
vest equally in halves commencing initially on the date of grant and thereafter on December 31, 2018.
The
purpose of the Plan is to attract, retain and motivate directors, management, staff and consultants by providing them with the
opportunity, through Stock Options, to acquire a proprietary interest in the Company and benefit from its growth.
The Plan provides for the aggregate number
of common shares for which Stock Options may be granted will not exceed 10% of the issued and outstanding common shares at the
time Stock Options are granted. At December 31, 2017 there were 20,510,500 common shares outstanding and 1,846,996 Stock Options
outstanding (271,996 options issued to replace the stock options of Black Range and 1,575,000 issued to a number of officers, consultants,
directors and employees of the Company). Consequently, at that date the maximum number of Stock Options eligible for issue may
not convert into an aggregate of more than 2,051,050 common shares under the provisions of the Plan which represents 10% of the
current issued and outstanding common shares. As at the date of this document, there were 1,783,664 Stock Options to purchase common
shares currently outstanding, and after the issuance of 60,832 and 909,622 respectively shares in a shares-for-debt in May 2018
and in a private placement in May 2018 there are therefore 2,148,095 common shares available for issuance under the Plan.
A
Stock Option exercise price shall not be less than the most recent share issuance price. The maximum term is five years. There
are no specific vesting provisions under the Plan. Options are non-assignable and non-transferable except that Stock Options may
be transferred to the spouse of an optionee or to the registered retirement savings plan or registered pension plan of an optionee.
The
Plan provides if the optionee’s employment is terminated for any reason, or if the service of a director, senior executive or
consultant of the Company who is an optionee is terminated, any vested Stock Option of such optionee may be exercised during a
period of ninety (90) days following the date of termination of such employment or service, as the case may be In the case of
an optionee’s death, any vested Stock Option of such optionee at the time of death may be exercised by his or her heirs or legatees
or their liquidator during a period of 365 days following such optionee’s death.
The
total number of Shares issuable to any one person during a 12-month period may not exceed five percent (5%) of the total number
of Shares issued and outstanding. Options granted to consultants providing investor relations activities must vest over 12 months
in stages of no more than 25% in any three month period. Also, in any 12-month period, no options exercisable for more than 2%
of the Company’s issued and outstanding shares may be awarded to Consultants or employees conducting investor relations
activities. The Plan provides that where options are cancelled or lapse under the Plan, the associated Shares become available
again and new options may be granted in respect thereof in accordance with the provisions of the Plan.
The
Board may make any amendment to the Plan, without shareholder approval, except: (i) an increase in the number of common shares
reserved for issue under the Plan; and (ii) a reduction in the exercise price or the extension of the expiry date of an option
held by an insider.
Stock
Options Granted and Outstanding
An
aggregate of 825,000 stock options have been granted during the financial year ended December 31, 2017. During that financial
year no options were exercised.
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options (a)
|
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
|
|
Equity compensation plans approved by securityholders
|
|
|
1,846,996
|
|
|
$
|
1.92
|
|
|
|
204,054
|
|
Equity compensation plans not approved by securityholders
|
|
|
Nil
|
|
|
|
Nil
|
|
|
|
Nil
|
|
Total
|
|
|
1,846,996
|
|
|
$
|
1.92
|
|
|
|
204,054
|
|
* As
of December 31, 2017.
Outstanding
Equity Awards at Fiscal Year-End
The
disclosure under this “Outstanding Equity Awards at Fiscal Year-End” section is made pursuant to the SEC rules.
Outstanding
Equity Awards Table
The
following table sets forth unexercised options, unvested stock and equity incentive plan awards outstanding for our named Executive
Officers as of December 31, 2017.
Outstanding
Option Awards at Fiscal Year-End for 2017
Name
|
|
Number of securities underlying unexercised options (#) exercisable
|
|
|
Number of securities underlying unexercised options (#) unexercisable
|
|
|
Option exercise price ($CAD)
|
|
|
Option expiration date
|
George Glasier
|
|
|
150,000
|
|
|
|
-
|
|
|
$
|
2.50
|
|
|
10/4/2021
|
|
|
|
133,333
|
(1)
|
|
|
66,667
|
|
|
$
|
1.60
|
|
|
10/6/2022
|
Robert Klein
|
|
|
100,000
|
|
|
|
-
|
|
|
$
|
2.50
|
|
|
10/4/2021
|
|
|
|
133,333
|
(1)
|
|
|
66,667
|
|
|
$
|
1.60
|
|
|
10/6/2022
|
Russell Fryer
|
|
|
150,000
|
|
|
|
-
|
|
|
$
|
2.50
|
|
|
10/4/2021
|
|
|
|
133,333
|
(1)
|
|
|
66,667
|
|
|
$
|
1.60
|
|
|
10/6/2022
|
(1)
|
The options that
were unvested at December 31, 2017 vested on March 31, 2018.
|
Outstanding
Stock Awards at Fiscal Year-End for 2017
None.
Director
Compensation
The
following tables set forth a summary of the compensation earned by each director who is not a named executive officer and who
served on the Board during 2017 for the fiscal year ended December 31, 2017.
Name
|
|
Fees Earned
or Paid in
Cash ($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards ($)
|
|
|
Total ($)
|
|
Michael Skutezky
(1)
|
|
$
|
42,966
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
42,966
|
|
Andrew Wilder
(2)
|
|
$
|
26,638
|
|
|
$
|
-
|
|
|
$
|
34,615
|
|
|
$
|
61,253
|
|
(1)
|
Mr. Skutezky is the Owner of Rhodes Capital Corporation (“Rhodes Capital”) and Michael R. Skutezky BA LLB. These companies provide consulting services to the Company. During the year ended December 31, 2017, the Company incurred $42,966 to these companies, consisting of $39,924 in consulting fees and $3,042 in director fees for Mr. Skutezky’s services. Mr. Skutezky resigned from the Board on July 27, 2017.
|
(2)
|
Mr. Wilder is the owner of Bedford Bridge. During the year ended December 31, 2017, the Company incurred $26,638 to Bedford Bridgeand Mr. Wilder consisting of $22,000 in consulting fees and $4,638 in director fees. On October 6, 2017, Mr. Wilder was granted an option to purchase 200,000 shares of our common stock at an exercise price of CAD $1.60 per share which expires five years from the date of issuance. These options vest in thirds in equal installments on the date of grant, October 31, 2017 and March 31, 2018.
|
Corporate
Governance Disclosure
Corporate
governance refers to the policies and structure of the board of directors of a company, whose members are elected by and accountable
to the shareholders of the Company. Corporate governance encourages establishing a reasonable degree of independence of the board
of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles
of good management. The Board believes that good corporate governance improves corporate performance and benefits all shareholders
and is committed to sound corporate governance practices.
The
Canadian Securities Administrators (the “
CSA
”) have adopted National Policy 58-201 –
Corporate Governance
Guidelines
, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the
Company. In addition, the CSA have implemented National Instrument 58-101 –
Disclosure of Corporate Governance Practices
,
which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company’s
approach to corporate governance and addresses the Company’s compliance with Form 58-101F2 –
Corporate Governance
Disclosure
.
Board
of Directors
The
Board of the Company facilitates its exercise of independent supervision over management by ensuring representation on the Board
by directors who are independent of management and by promoting frequent interaction and feedback.
Directors
are considered to be independent if they have no direct or indirect material relationship with the Company. A “material
relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise
of a director’s independent judgment.
The
Company’s Board currently consists of three directors. Among this group, Bryan Murphy is is the only independent Director based
upon the tests for independence set forth in National Instrument 52-110
Audit Committees
.
SEC
rules require a separate determination of independence of the Company’s directors based on the definition of independence
of a U.S. national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of
directors be independent. Under Rule 5605(a)(2) of the Nasdaq Listing Rules, one director of the Company, Bryan Murphy, would
be considered an independent director. Under Rule 5605(c)(2) relating to audit committee composition, Bryan Murphy, would be considered
an independent director.
Directorships
None
of the directors of the Company serves on the board of directors of any other reporting issuer.
Compensation
Principles
The
main objective of the Company’s executive compensation program is to ensure that executive compensation is fair and reasonable,
rewards directors and management’s performance, and is successful in attracting and retaining experienced executives. The
Company’s compensation program is based on the principle that the compensation should be aligned with the short, medium
and long-term interests of Company’s shareholders. The Company’s compensation program also recognizes that the various
components thereof must be sufficiently flexible to adapt to unpredictable developments in the uranium and vanadium markets.
The
Company’s executive compensation program is comprised of three primary components: (a) base salary; (b) a short-term incentive
plan, which includes the potential for cash bonuses; and (iii) a long-term incentive plan, which consists of grants of stock options.
The Board does not have a compensation committee and executive compensation is determined by the Board as a whole. In determining
the executive compensation, the Board bears in mind the nature of the Company and scope of its operations, the small number of
executive officers and the financial health of the Company.
The base salary of each executive is reviewed
and evaluated by the Board based on the principles, objectives, criteria and processes outlined above. Upon the Company’s
listing on the CSE, the Board established a compensation of CAD$2,000 per quarter for each director who is not otherwise remunerated
by the Company.
The
CEO of the Company received no salary or other type of compensation for the 2016 financial year. The only executive officer compensated
by the Company since inception has been the CFO of the Company. As the Company is a newly established non-producing mineral exploration
and mining company, the Chief Financial Officer role has historically been fulfilled through a consulting agreement. The Chief
Executive Officer has determined the terms of, and overseen the drafting of agreements for the Chief Financial Officer’s
engagement, which upon completion have been presented to the Board for input and approval.
The
Company had entered into an employment agreement with its CEO at the beginning of 2017. At the request of the Board, the CEO employment
agreement was prepared by a large regional law firm in the US with a well-regarded employment law practice. This Denver headquartered
firm, did a survey of comparable mining companies with assets in Colorado to derive both compensation and employment provisions.
The resulting proposed agreement was presented to the Board and, after slight modification, was presented to the CEO.
In November 2017, the Company entered into
an employment agreement with its CFO. That agreement has similar general terms and conditions to the CEO employment agreement,
although certain key terms are different (for details on the CEO and CFO employment agreements, please refer to section “Employment,
Consulting and Management Contracts” of this Circular).
A
short-term incentive award, if any, in the form of a cash bonus may be awarded by the Board based on the principles, objectives,
criteria and processes outlined above. No such bonus was awarded for the 2017 financial year or since the beginning of the current
financial year.
With
regard to long-term incentives, the Company has stock option plan which permits the granting of options to purchase common shares
to directors, officers, employees and consultants of the Company. The stock option plan was approved by the shareholders of the
Company and is administered by the Board. The amount of options to be granted to an executive is determined by the Board based
on the principles, objectives, criteria and processes outlined above. During the 2017 Financial Year, the Board granted a total
600,000 stock options to the Company’s executives. Please refer to the section
Incentive Plan Awards
of the Circular
for further details.
The
Company’s executive compensation program has allowed the Company to attract and retain a team of motivated executives who
are working towards the common goal of enhancing the Company’s value. The Board will periodically review the executive compensation
program to ensure that the resulting compensation remains consistent with the performance of the Company.
Board
Leadership Structure and Role in Risk Oversight
The
Board of Directors as a whole is responsible for risk oversight for the Company. Our executive officers address and discuss with
the Board the Company’s risks and the manner in which we manage or mitigate such risks. While the Board has the ultimate
responsibility for the Company’s risk oversight, the Board works in conjunction with the Audit Committee on certain aspects
of its risk oversight responsibilities. In particular, the Audit Committee focuses on financial reporting risks and related controls
and procedures. We do not currently have a compensation committee or a nominating committee, so the full Board evaluates the risks
associated with the Company’s compensation philosophy and programs and strives to create compensation practices that do
not encourage excessive levels of risk taking that would be inconsistent with our strategies and objectives, and it oversees risks
associated with our Code of Conduct.
The
Company’s leadership structure is enhanced by having two separate individuals serving as Chief Executive Officer and Chairman
of the Board. We believe that such a structure allows for a more effective monitoring and objective evaluation of the performance
of management.
Orientation
and Continuing Education
The
Company does not currently have a formal orientation program for new directors. The Board’s continuing education is typically
derived from correspondence with the Company’s auditors, solicitors, and other advisers to remain up to date with the relevant
corporate and securities law matters,
Ethical
Business Conduct
The
Board adopted a written Code of Conduct at a meeting of the board of directors on September 12, 2015. The role of the Board is
to oversee the conduct of the Company’s business, to set corporate policy and to supervise management, which is responsible for
the day-to-day conduct of business. However, given the size of the Company, all material transactions are addressed at Board level.
Nomination
of Directors
Because
of the small size and early stage of the Company, the Company does not have a standing nominating committee. Directors are nominated
by the Board of Directors, which considers individual director qualifications as a whole. The Board believes that this is a practical
approach at this stage of the Company’s development and given the size of the Board. While there are no specific criteria for
Board membership, the Company attempts to attract and maintain directors with business knowledge and a particular knowledge of
mineral exploration and development or other areas such as finance which would assist in guiding the Company’s officers in the
performance of their roles.
Pension
Plan Benefits
There
is no pension plan benefit for any NEO or executive officer, employee or former director, executive officer or employee of the
Company or any of its subsidiaries.
Attendance
of Directors at Meetings
Seven meetings of the Board of Directors
were held in 2017, and all directors attended all such meetings. The Company does not have a policy regarding attendance of directors
at shareholder meetings. All those who were directors at that time attended the Company’s annual general meeting held
on June 7, 2017. All current directors have indicated that they intend to attend the Meeting on June 29, 2018.
INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS
No
director, nominee for election as a director, executive officer, employee or former director, executive officer or employee of
the Company or any of its subsidiaries, or any of their associates or other member of management of the Company, was indebted
to the Company at any time since the beginning of the most recently completed financial year or as at the date hereof.
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
An
informed person is one who generally speaking is a director or executive officer or a 10% shareholder of the Company. To the knowledge
of management of the Company, no informed person or nominee for election as a director of the Company or any associate or affiliate
of any informed person or proposed director had any interest in any transaction involving the Company since the commencement of
the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would
materially affect the Company or any of its subsidiaries.
AUDIT
COMMITTEE
The Board of Directors had an audit committee
meeting on April 2, 2018 which included a report and discussion by the auditor, MNP LLP this was done with the release of the annual
audited financial statements. Prior to the establishment of the audit committee on April 25, 2017, the Board of Directors as a
whole was responsible for all responsibilities generally assigned to an audit committee.
Audit
Committee Charter
The
full text of the Company’s Audit Committee Charter is set out in Schedule “A” hereto.
Composition
of the Audit Committee
National
Instrument 52-110 (“
NI 52-110
”) requires the Company, as a venture issuer, to disclose in its management information
circular certain information concerning the constitution of audit committee (the “
Audit Committee
”) and its
relationship with its independent auditor.
The
Audit Committee is currently composed of Messrs. Andrew Wilder (Chair), Bryan Murphy and George Glasier. As defined in NI 52-110,
Bryan Murphy is the only independent member of the Audit Committee.
All
current members of the Audit Committee are considered to be financially literate.
The
Chair of the Audit Committee, Andrew Wilder, who has previously served as Western’s Chief Financial Officer, qualifies as
an “audit committee financial expert”, as defined by the SEC.
Mr. Wilder is a Managing Member, investment committee
member, and COO and CFO at Inventiv Capital Management, an infrastructure and private equity fund management business focused
on promoting the UN’s Sustainable Development Goals. Previously Mr. Wilder was CFO, COO and co-founder of North Sound
Capital, a $3 billion peak AUM long/short equity hedge fund, and more recently was founder and CEO of Cross River Group, a business
development firm focused on private equity businesses and real asset project developers in the Natural Resource and Technology
sectors. He co-founded Columbus Avenue Consulting, an independent fund administration business with 90 clients and $7 billion
AUA which was sold in 2012. Earlier in his career, Mr. Wilder was the Head of Operations for C. Blair Asset Management, a $500
million long/short equity hedge fund based in Greenwich, CT. Mr. Wilder began his career as Manager in Audit for Deloitte &
Touche. He currently serves on the Board of Directors for Western Uranium Corporation. Mr. Wilder holds the Chartered Accountant
(Canada) designation and the CFA designation. He received a Masters in Business Administration from the University of Toronto
and a Bachelor of Arts from the University of Western Ontario.
Mr.
Murphy is a Managing Partner of Quest Partners, a boutique investment bank that focuses on the provision of M&A, corporate
finance, and business strategy services. Since founding the firm in 2006, Mr. Murphy has developed extensive international experience
and relationships advising high-growth businesses across North America, Europe, and the Middle East. In the prior dozen years,
Mr. Murphy held senior management roles at Canadian Tire Corporation overseeing divisions and business lines. Additionally, Mr.
Murphy was formerly a board member of Covenant House Toronto, one of Canada’s largest homeless youth agencies. Mr. Murphy
has an Honours Bachelor of Arts in Business Administration majoring in Finance and an MBA with Distinction from the University
of Western Ontario Richard Ivey School of Business.
Mr.
Glasier has over 40 years experience in the uranium industry, with extensive experience in sales and marketing; project development
and permitting uranium processing facilities. He was an Owner, Director and Vice President of Marketing at Energy Fuels Nuclear,
the largest producer of uranium in the United States during the 1980’s. He is the Founder of Energy Fuels Inc. (formerly
Volcanic Metals Exploration Inc.) and served as its Chief Executive Officer, President and Director from January 24, 2006 to March
31, 2010. At Energy Fuels, he was responsible for assembling a key management team, acquiring a portfolio of uranium projects,
and leading the successful permitting process that culminated in the licensing of the Piñon Ridge Uranium Mill in Western
Montrose County, Colorado. Mr. Glasier received his Juris Doctorate and Bachelor of Science/Business Administration from the University
of Denver.
Audit
Committee Oversight
There
have been no recommendations of the Audit Committee, since the commencement of the Company’s most recently completed financial
year, which the Board has not adopted.
Pre-Approval
Policies and Procedures
The
Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.
Report
of the Audit Committee
As
required under the SEC rules, the report of the Audit Committee for the financial year ended December 31, 2017 is attached hereto
as Schedule “C” to this Circular.
External
Auditor Services Fees
The following table sets forth the aggregate
fees billed by MNP LLP (“
MNP
”), the Company’s independent registered accounting firm for the fiscal years
ended December 31, 2016 and December 31, 2017. These fees are categorized as audit fees, audit-related fees, tax fees, and all
other fees. The nature of the services provided in each category is described in the table below.
|
|
2016
|
|
|
2017
|
|
Audit fees
(1)
|
|
$
|
33,485
|
|
|
$
|
27,839
|
|
Audit-related fees
(2)
|
|
$
|
-
|
|
|
$
|
-
|
|
Tax fees
(3)
|
|
$
|
26,141
|
|
|
$
|
10,420
|
|
All other fees
(4)
|
|
$
|
38,111
|
|
|
$
|
28,985
|
|
Total fees
|
|
$
|
97,737
|
|
|
$
|
67,244
|
|
Notes:
(1)
|
Consist of fees billed for professional services rendered for the audit of the consolidated financial statements.
|
(2)
|
There were no fees billed by MNP for professional services rendered for audit-related services for the years ended December 31, 2016 and 2017.
|
(3)
|
Consists of tax preparation and tax advisory fees.
|
(4)
|
Consists of fees billed for review of the quarterly interim consolidated financial statements. These fees also include the review of registration statements and the delivery of consents in connection with registration statements and administrative fees.
|
The
Company’s Board of Directors has established pre-approval policies and procedures, pursuant to which the Board approved
the foregoing audit and audit-related services provided by MNP in 2017 and 2016 consistent with the Board’s responsibility
for engaging Western’s independent auditors. The Board also considered whether the non-audit services rendered by our independent
registered public accounting firm are compatible with an auditor maintaining independence. The Board has determined that the rendering
of such services is compatible with MNP maintaining its independence.
AUDITORS,
TRANSFER AGENT AND REGISTRAR
The
Company’s current auditor is MNP LLP, 50 Burnhamthorpe Road West, Suite 900, Mississauga , ON L5B 3C2.
Capital
Transfer Agency Inc., 390 Bay Street, Suite 920, Toronto, ON M5H 2Y2, has been appointed as the Company’s registrar
and transfer agent.
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
Except
as otherwise disclosed in this management information circular, no director or officer of the Company, no proposed nominee for
election to the Board, no person owning or exercising control over more than 10% of the Company’s issued and outstanding
shares, and no associate or affiliate of any such person has had any material interest, direct or indirect, in any material transaction
involving the Company since the commencement of the most recent completed financial year.
SHAREHOLDER
PROPOSALS AND COMMUNICATIONS
Pursuant
to the SEC’s Rule 14a-8, shareholders may present proper proposals for inclusion in our proxy statement and for consideration
at our next meeting of shareholders. To be eligible for inclusion in our 2019 management information circular, your proposal must
be received by us no later than 120 days before May 29, 2019 and must otherwise comply with Rule 14a-8. While our Board will consider
shareholder proposals, we reserve the right to omit from our proxy statement relating to our 2019 meeting shareholder proposals
that we are not required to include under applicable law, including Rule 14a-8.
Any
shareholder wishing to deliver such proposals or otherwise communicate with members of the Board of Directors may send their communications
to the Chairman of the Board at 330 Bay Street, Suite 1400, Toronto, Ontario M5H 2S8.
ANNUAL
REPORT
A
copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Annual Report”) is being
provided to shareholders as part of the Meeting Materials and serves as the annual report to security holders required to be delivered
pursuant to SEC’s Rule 14a-3(b).
ADDITIONAL
INFORMATION
Additional
information concerning the Company can be obtained from
www.sedar.com
, on the SEC website at
www.sec.gov
, and on
the CSE at
www.thecse.com
. Shareholders of the Company may contact the Company to request copies of our financial statements
and Management’s Discussion and Analysis. Financial information is provided in the Company’s financial statements
and Management’s Discussion and Analysis for the year ended December 31, 2017.
APPROVAL
OF DIRECTORS
The
Circular and the mailing of same to Shareholders have been approved by the Board of Directors of the Company.
DATED
the 29
th
day of May, 2018.
BY
ORDER OF THE
BOARD OF DIRECTORS
George
Glasier
President and Chief Executive Officer
Schedule
“A”
WESTERN
URANIUM CORPORATION
CHARTER
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
1.
PURPOSE AND PRIMARY RESPONSIBILITY
1.1 This
Charter sets out the Audit Committee’s purpose, composition, member qualification, member appointment and removal, responsibilities,
operations, manner of reporting to the Board of Directors (the “
Board
”) of Western Uranium Corporation and
its subsidiaries (the “
Company
”), annual evaluation and compliance with this Charter.
1.2 The
primary responsibility of the Audit Committee is for oversight of the Company’s financial reporting process, on behalf of the
Board. This includes oversight responsibility for financial reporting and continuous disclosure, oversight of external audit activities,
oversight of financial risk and financial management control, and oversight responsibility for compliance with applicable laws
in the area of financial reporting, as well as complaint procedures. The Audit Committee is also responsible for other matters
as set out in this charter or as may be directed by the Board from time to time.
2.
MEMBERSHIP
2.1 Each
member of the Audit Committee must be a Director of the Company.
2.2 The
Audit Committee will consist of at least three members, all of whom shall be financially literate. An Audit Committee member who
is not financially literate may be appointed to the Audit Committee, provided the member becomes financially literate within a
reasonable period of time following his or her appointment.
2.3 The
members of the Audit Committee will be appointed annually (and from time to time thereafter to fill vacancies on the Audit Committee)
by the Board. An Audit Committee member may be removed or replaced at any time at the discretion of the Board.
3.
AUTHORITY
3.1 The
Audit Committee shall have the resources and authority to carry out the duties and responsibilities included in this Charter,
including the authority to:
|
a)
|
engage,
and set the compensation for, external counsel and other advisors as it determines necessary
to carry out its duties and responsibilities and any such consultants or professional
advisors retained by the Audit Committee will report directly to the Audit Committee;
|
|
b)
|
communicate
directly with management and any internal auditor, and with the external auditor without
management involvement; and
|
|
c)
|
incur
ordinary administrative expenses that are necessary or appropriate in carrying out its
duties, such expenses to be paid for by the Company.
|
4.
DUTIES AND RESPONSIBILITIES
4.1 The
duties and responsibilities of the Audit Committee include responsibility to:
Oversight
of the External Auditor
|
(a)
|
recommend
to the Board the external auditor to be nominated by the Board;
|
|
|
|
|
(b)
|
recommend
to the Board the compensation of the external auditor, to be paid by the Company, in
connection with (i) preparing and issuing the audit report on the Company’s financial
statements, and (ii) performing other audit, review or attestation services;
|
|
|
|
|
(c)
|
review
the external auditor’s annual audit plan, fee schedule and any related services
proposals (including meeting with the external auditor to discuss any deviations from
or changes to the original audit plan, as well as to ensure that no management restrictions
have been placed on the scope and extent of the audit examinations by the external auditor
or the reporting of their findings to the Audit Committee);
|
|
|
|
|
(d)
|
oversee
the work of the external auditor;
|
|
(e)
|
evaluate
and report to the Board with regard to the independence and performance of the external
auditors, including an evaluation of the lead partner, consideration of a rotation of
the lead partner of the external auditor and the audit firm itself and, if necessary,
make recommendations to the Board to take additional action to satisfy itself of the
qualifications, performance and independence of the external auditor;
|
|
|
|
|
(f)
|
review
and discuss with management and the external auditor the external auditor’s written
communications to the Audit Committee in accordance with generally accepted auditing
standards and other applicable regulatory requirements arising from the annual audit
and quarterly review engagements;
|
|
(g)
|
resolve
disputes between management and the external auditor regarding financial reporting;
|
|
(h)
|
review
and discuss with management and the external auditor major issues regarding accounting
principles and financial statement presentation, including any significant changes in
the selection or application of accounting principles to be observed in the preparation
of the financial statements of the Company and its subsidiaries;
|
Financial
Reporting
|
(i)
|
review
and discuss with management and the external auditor the annual audited and quarterly
unaudited financial statements and related Management Discussion and Analysis (“
MD&A
”),
including the appropriateness of the Company’s accounting policies, disclosures
(including material transactions with related parties), reserves, key estimates and judgements
(including changes or variations thereto) and obtaining reasonable assurance that the
financial statements are presented fairly in accordance with GAAP and the MD&A is
in compliance with appropriate regulatory requirements;
|
|
(j)
|
review
and discuss with management and the external auditor all press releases containing financial
information based on the Company’s financial statements, as well as financial information
and earnings guidance provided to analysts and rating agencies prior to such information
being disclosed indicating in the disclosure that the Audit Committee reviewed the disclosure
and releasing where feasible any earning releases concurrently with the filing of the
quarterly or annual financial statements;
|
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(k)
|
report
on and recommend to the Board the approval of the annual financial statements and the
external auditor’s report on those financial statements, the quarterly unaudited
financial statements, and the related MD&A and press releases for such financial
statements, prior to the dissemination of these documents to shareholders, regulators,
analysts and the public;
|
|
(l)
|
satisfy
itself on a regular basis through reports from management and related reports, if any,
from the external auditors, that adequate procedures are in place for the review of the
Company’s disclosure of financial information extracted or derived from the Company’s
financial statements, that such information is fairly presented;
|
|
(m)
|
satisfy
itself that management has developed and implemented a system to ensure that the Company
meets its continuous disclosure obligations through the receipt of regular reports from
management and the Company’s legal advisors on the functioning of the disclosure
compliance system (including any significant instances of non-compliance with such system),
in order to satisfy itself that such system may be reasonably relied upon;
|
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|
|
|
(n)
|
oversee
compliance with regulatory authority requirements for disclosure of external auditor
services and Audit Committee activities;
|
|
(o)
|
review
and discuss such other relevant public disclosures containing financial information as
the Committee may consider necessary or appropriate;
|
Internal
Controls over Financial Reporting and Disclosure Controls
|
(p)
|
oversee
the adequacy of the Company’s system of internal accounting controls and obtain
from management and the external auditor summaries and recommendations for improvement
of such internal controls and processes, together with reviewing management’s remediation
of identified weaknesses;
|
|
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|
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(q)
|
review
and monitor the processes in place to identify and manage the principal risks that could
impact the financial reporting of the Company, assess the effectiveness of the over-all
process for identifying principal business risks and report thereon to the Board;
|
|
(r)
|
review
activities, organizational structure, and qualifications of the Chief Financial Officer
(“
CFO
”) and employees in the financial reporting area and ensuring
that matters related to succession planning within the Company are raised for consideration
at the Board;
|
|
(s)
|
review
and discuss with management the disclosure controls relating to the Company’s public
disclosure of financial information, including information extracted or derived from
financial statements and assess the adequacy of such procedures;
|
|
(t)
|
review
the effectiveness of the Company’s internal and disclosure control procedures including
information gathering systems in order to assess the adequacy of these procedures which
the Company has implemented to support financial reporting;
|
|
(u)
|
inquire
as to major internal control weaknesses identified by the auditors, the Company or by
external party and the effectiveness of management to correct these problems;
|
Complaint
Procedures
|
(v)
|
e
stablish
procedures for the receipt, retention and treatment of complaints received by the Company
from employees and others regarding accounting, internal accounting controls or auditing
matters and questionable practices relating thereto and the confidential, anonymous submission
by employees of the Company of concerns regarding questionable accounting or auditing
matters;
|
Other
|
(w)
|
review
the external auditor’s report to the shareholders on the Company’s annual
financial statements; and
|
|
(x)
|
review
and approve the Company’s hiring policies with respect to partners or employees
(or former partners or employees) of either a former or the present external auditor.
|
4.2 In
addition to the forgoing list of duties, the Committee may perform such other functions as may be necessary or appropriate to
the circumstances, or as delegated by the Board.
5.
STRUCTURE AND COMPOSITION
Composition
5.1 The
appointment of the members of the Audit Committee shall take place annually, at the first meeting of the board, after a meeting
of the shareholders at which directors are elected, provided that if the appointments are not made, the Directors then serving
as members of the Audit Committee shall continue to service until their successors are appointed.
5.2 The
Committee shall review on a periodic basis whether any of its members serve on the audit committees of other public companies.
If any of the Audit Committee members fall into this category, the Committee shall consider the ability of such members to effectively
serve on the Audit Committee and, if it is determined that such members are able to continue serving, the Committee shall record
the reasons for such a decision.
5.3 The
Board shall add members to the Audit Committee, on the recommendation of the Governance and Nominating Committee, to fill vacancies
on the Audit Committee, in accordance with the Articles and Bylaws of the Company.
5.4 The
Committee may create one or more subcommittees and may delegate, in its discretion, all or a portion of its duties and responsibilities
to such subcommittees.
5.5 The
Board shall designate one member of the Committee as the Chair of the Committee (“
Committee Chair
”) and shall
serve until his or her earlier resignation or removal by resolution of the Board, or until he or she ceases to be a Director of
the Company.
Responsibilities
of the Committee Chair
5.6 The
responsibilities of the Committee Chair shall include:
|
a)
|
lead
the Committee in undertaking the duties and responsibilities under this Charter;
|
|
b)
|
facilitate
the flow of information to members of the Committee required in a timely fashion;
|
|
c)
|
facilitate
access by members of the Committee to management, as necessary;
|
|
d)
|
chair
Committee meetings;
|
|
e)
|
work
with the Committee members and the Chief Executive Officer (“
CEO
”)
to establish the frequency of, and agenda for, Committee meetings;
|
|
f)
|
lead
the Committee in reviewing and assessing the adequacy of its mandate, evaluate the effectiveness
in fulfilling its mandate and make recommendations to the Governance and Nominating Committee;
|
|
g)
|
maintain
regular liaison with the external auditor, including the lead partner and management,
including the CEO and the CFO;
|
|
h)
|
canvass
members for continuous educational needs and, in conjunction with the Board education
program, arrange for such education to be provided to the Committee on a timely basis;
and
|
|
i)
|
make
oral and written reports to the Board, on behalf of the Committee, on the activities
and recommendations of the Committee (unless that responsibility is otherwise delegated
by the Committee or the Committee Chair to another Committee member) at the next Board
meeting or more regularly, as required.
|
5.7 The
Committee Chair shall have the power to delegate his or her authority and duties to an individual member of the Committee as he
or she considers appropriate;
Meetings
5.8 The
calling, times and locations of meetings of the Audit Committee and procedures at such meetings, shall be determined from time
to time by the Audit Committee, provided that there shall be a minimum of four meetings per year.
5.9 In
general, and subject to the notice provisions in the Company’s Articles and Bylaws, written notice shall be provided no
later than 48 hours prior to the meetings, unless waived by all members of the Audit Committee. Notice of every meeting shall
be given to the external auditors, the Board, the Board Chair and the CEO.
5.10 A
Committee member may participate in a Committee meeting by means of such telephonic, electronic or other communication facilities
so as to permit all persons participating in the meeting to communicate adequately with each other. A member participating in
such a meeting by any such means is deemed to be present at the meeting.
5.11 If
a Committee Chair is not present at any meeting of a Committee, one of the other members of the Committee present at the meeting
shall be chosen by the Committee to preside at the meeting.
5.12 Each
of the members of the Audit Committee, Board Chair, external auditor, CEO or CFO shall be entitled to request that the Chair of
the Audit Committee call a meeting, which shall be held within 48 hours of receipt of such request.
5.13 Agendas
for the meetings of the Committee will be developed by the Chair of the Committee and shall be circulated to Committee members
prior to the Committee meetings.
5.14 The
Audit Committee shall have the right to require the external auditors, or any member of management, or any employee of the Company
to attend a meeting of the Audit Committee.
5.15 The
quorum for a meeting of the Committee is a majority of the members of the Committee, or such greater number as the Committee shall
by resolution determine.
5.16 The
affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee is necessary for
the adoption of any resolution.
5.17 The
Committee may invite such officers, Directors, and employees of the Company as it may see fit from time to time to assist the
Committee with the carrying out of its duties and responsibilities under this Charter.
5.18 The
Committee shall hold regular
in camera
sessions, during which the members of the Committee shall meet in the absence of
management.
5.19 The
Committee will meet separately with each of the CEO and the CFO of the Company (at least annually) to review the financial affairs
of the Company.
5.20 The
Committee will meet with the external auditor of the Company at least once each year, at such time(s) as it deems appropriate,
to review the external auditor’s examination and report.
5.21 The
external auditor must be given reasonable notice of, and has the right to appear before and to be heard at, each meeting of the
Committee.
5.22 The
Committee shall report to the Board on its activities after each meeting. The Committee shall report its discussions to the Board
by providing an oral or written report at the next Board meeting.
5.23 The
Committee will report, at least annually, to the Board regarding the Committee’s examinations and recommendations.
5.24 The
Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
6. PERFORMANCE
REVIEW
6.1 The
Committee shall on an annual basis:
|
a)
|
review
and assess the adequacy of the Charter and, if necessary, make recommendations to the
Board with respect to its modification or amendment;
|
|
b)
|
undertake
a regular performance evaluation of the Committee and compare the performance of the
Committee to the Charter in a manner the Committee deems appropriate; and
|
|
c)
|
report
the results of the performance evaluation to the Board, which may take the form of an
oral or written report by the Committee Chair or any other member of the Committee designated
by the Committee Chair to make the report.
|
SCHEDULE
“B”
RESOLUTION
AUTHORIZING NAME CHANGE
“BE
IT RESOLVED AS A SPECIAL RESOLUTION THAT:
a)
the name of Western Uranium Corporation (the “
Company
”) be changed to “Western Uranium & Vanadium
Corp.”, or such other variant of such name as may be approved by the Canadian Securities Exchange and permissible under
applicable laws;
b)
any one director or officer of the Company is hereby authorized to execute (whether under the corporate seal of the Company or
otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to
be necessary or advisable in connection with these resolutions, the execution of any such document or the doing of any such other
act or thing by any director or officer of the Company being conclusive evidence of such determination; and
c)
the Board be and it is hereby authorized to revoke the present resolution before it is implemented without further approval of
the shareholders of the Company, as well as to select a date for the implementation of the name change and to also delay the implementation
of the name change, in all cases in the Board’s discretion.”
Schedule
“C”
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The
Audit Committee of the Board has furnished the following report on its activities during the fiscal year ended December
31, 2017. The report is not deemed to be “soliciting material” or “filed” with the
SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall
not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act, or the Exchange Act,
except to the extent that the Company specifically incorporates it by reference into any such filing.
The
Audit Committee oversees the financial reporting process on behalf of the Board. Management has the primary responsibility for
the financial reporting process, principles and internal controls as well as preparation of our financial statements. For the
fiscal year ended December 31, 2017, the members of the Audit Committee were Andrew Wilder and Russell Fryer, neither of whom
was an independent director as defined by the applicable Nasdaq and SEC rules.
The
Audit Committee met telephonically with the Company’s independent auditors, MNP LLP, with the Company’s CFO participating
on the call. The Audit Committee reviewed and discussed with the independent auditors and with management the Company’s
audited financial statements and the adequacy of the Company’s internal controls. They discussed the independent auditor’s
audits and the overall qualify of the Company’s financial reporting. The Audit Committee offered to meet with the independent
auditors without management present, if desired.
The
Audit Committee monitored the independence and performance of the independent auditors. The Audit Committee discussed with
the independent auditors the matters required to be discussed by Public Company Accounting Oversight Board (“
PCAOB
”)
Auditing Standard No. 16—Communications with Audit Committees. The Company’s independent auditors have provided the
Audit Committee with the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent
auditors’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed with the
independent auditors the independent auditors’ independence. Based upon the review and discussions referred to above, the
Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2017, for filing with the SEC.
Date:
May 25, 2018
Andrew
Wilder (Chair)
WESTERN
URANIUM CORPORATION
PROXY
FOR
USE AT THE
ANNUAL GENERAL and SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 29, 2018
The
undersigned, being a shareholder of
WESTERN URANIUM CORPORATION
(the “
Corporation
”) hereby appoints,
George
Glasier
, President and Chief Executive Officer of the Corporation, or failing him,
Bryan Murphy
, Chairman of the Corporation,
or instead of either of them,
as
proxyholder for and on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the
undersigned in respect of all matters that may properly come before the annual general and special meeting of the shareholders
of the Corporation to be held on
June 29, 2018 (
the “
Meeting
”) and at any adjournment or adjournments
thereof, to the same extent and with the same power as if the undersigned were personally present at the said meeting or such
adjournment or adjournments thereof. The undersigned hereby directs the proxyholder to vote the securities of the Corporation
recorded in the name of the undersigned as specified herein.
1.
|
FOR
|
☐
|
The
election of George E. Glasier, Bryan Murphy, and Andrew Wilder as directors, as nominated by management of the Corporation.
|
|
WITHHOLD
|
☐
|
Instruction:
To withhold your vote from any individual nominee, write the nominee’s name on the following space:
__________________________________________________________
|
|
|
|
|
2.
|
FOR
|
☐
|
To
approve the appointment of MNP LLP as auditors of the Corporation for the ensuing year
and authorize the directors to fix the remuneration of the auditors.
|
|
WITHHOLD
|
☐
|
|
|
|
|
|
3.
|
FOR
|
☐
|
To
consider, and if deemed advisable, approve changing the Corporation’s name to Western
Uranium & Vanadium Corp. or a variant thereof by adopting a special resolution substantially
in the form set out in the information circular for the Meeting.
|
|
AGAINST
|
☐
|
|
If
any amendments or variations to the matters referred to above or to any other matters identified in the notice of meeting are
proposed at the meeting or any adjournment or adjournments thereof, or if any other matters which are not now known to management
should properly come before the meeting or any adjournment or adjournments thereof, this proxy confers discretionary authority
on the person voting the proxy to vote on such amendments or variations or such other matters in accordance with the best judgment
of such person.
To
be valid, this proxy must be received by the Corporation’s transfer agent, Capital Transfer Agency Inc., 390 Bay Street,
Suite 920, Toronto, ON M5H 2Y2, not later than 10:00 am (Daylight Saving Time), on the last business day preceding the day of
the Meeting, being Thursday, June 28, 2018. Late proxies may be accepted or rejected by the Chairman of the meeting in his discretion,
and the Chairman is under no obligation to accept or reject any particular late proxy.
This
proxy revokes and supersedes all proxies of earlier date.
DATED
this
day
of
,
2018.
|
|
|
|
|
|
|
|
Signature of Shareholder
|
|
|
|
Number of Shares Held
|
|
|
(See Reverse)
|
|
Name of Shareholder (Please Print)
|
NOTES:
1.
THIS PROXY IS SOLICTED BY THE BOARD OF DIRECTORS OF THE CORPORATION.
2. The shares represented by this proxy will be voted. Where a choice is specified, the proxy will be voted as directed.
Where
no choice is specified, this proxy will be voted in favour of the matters listed on the proxy.
The proxy confers discretionary
authority on the above named person to vote in his or her discretion with respect to amendments or variations to the matters identified
in the Notice of Meeting accompanying the proxy or such other matters which may properly come before the Meeting.
3. Each shareholder has the right to appoint a person other than management designees specified above to represent them at the Meeting.
Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder
of the Corporation.
4. Each shareholder must sign this proxy. Please date the proxy. If the shareholder is a corporation, the proxy must be executed
by an officer or attorney thereof duly authorized.
5. If the proxy is not dated in the space provided, it is deemed to bear the date of its mailing to the shareholders of the Corporation.
6. If the shareholder appoints any of the persons designated above,
including persons other than management designees
, as
proxy to attend and act at the said Meeting:
(a) The shares represented by the proxy will be voted in accordance with the instructions of the shareholder on any ballot that may
be called for;
(b) Where the shareholder specifies a choice in the proxy with respect to any matter to be acted upon, the shares represented by the
proxy shall be voted accordingly; and
(c)
IF
NO CHOICE IS SPECIFIED WITH RESPECT TO THE MATTERS LISTED ABOVE, THE PROXY WILL BE VOTED
FOR
SUCH MATTERS.
WESTERN URANIUM CORPORATION
(the
“Corporation”)
Request
for Financial Statements
In
accordance with Canadian Securities Administrator’s National Instrument 51-102 –
Continuous Disclosure Obligations,
registered and beneficial shareholders may elect annually to receive a copy of our annual financial statements and corresponding
management discussion and analysis (“MD&A”) or interim financial statements and the corresponding MD&A, or
both.
If
you wish to receive these documents by mail, please return this completed form to:
Capital
Transfer Agency Inc.
390
Bay Street, Suite 920
Toronto,
Ontario
M5H
2Y2
Rather
than receiving the financial statements by mail, you may choose to view these documents on the SEDAR website at
www.sedar.com
.
I
HEREBY CERTIFY that I am a registered and/or beneficial holder of the Corporation, and as such, request that my name be placed
on the Corporation’s Mailing List in respect to its annual and/or interim financial statements and the corresponding MD&A
for the current financial year.
Please
send me:
|
☐
|
Interim Financial Statements with MD&A
|
|
|
|
|
☐
|
Annual Financial Statements with MD&A
|
PLEASE
PRINT
|
|
|
CITY
|
PROVINCE/ STATE
|
POSTAL / ZIP CODE
|
(Signature of Shareholder)
IF
THIS IS AN ADDRESS CHANGE, PLEASE CHECK HERE:
☐
(Please
provide previous address below)
WESTERN URANIUM CORPORATION
NOTICE
AND ACCESS NOTIFICATION TO SHAREHOLDERS
ANNUAL
GENERAL and SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
JUNE
29, 2018
You
are receiving this notification as Western Uranium Corporation (“
Western
” or the “
Corporation
”)
has decided to use the notice and access model (“Notice and Access”), provided for under recent amendments to National
Instrument 54-101, for the delivery of meeting materials to its shareholders. In respect to the Corporation’s annual general
and special meeting of shareholders to be held on June 29, 2018 (the “
Meeting
”), instead of receiving paper
copies of the Corporation’s management information circular, audited annual consolidated financial statements, MD&A
and Form 10-K annual report for the year ended December 31, 2017 (the “
Meeting Materials
”), shareholders are
receiving this notice with information on how they may access the Meeting Materials electronically. However, together with this
notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the
Meeting. The use of this alternative means of delivering Meeting Materials is more environmentally friendly and will reduce the
Corporation’s printing and mailing costs.
MEETING
DATE AND LOCATION:
The
Meeting will be held at 10:00 a.m. (Daylight Saving Time) on Friday, June 29, 2018 at the OTCQX Market Center located at 304 Hudson
Street 3rd Floor, New York, New York, 10013, for the following purposes:
SHAREHOLDERS
WILL BE ASKED TO CONSIDER AND/OR VOTE ON THE FOLLOWING MATTERS:
1.
Financial Statements: To receive the audited annual consolidated financial statements of the Corporation for the fiscal period
ended December 31, 2017 with the report of the auditors therein.
2.
Election of Directors: To elect the directors of the Corporation for the ensuing year.
3.
Appointment of Auditors: To re-appoint MNP LLP as the auditors of the Corporation for the ensuing year and to authorize the Directors
to fix their remuneration.
4.
Name Change: To consider, and if deemed advisable, approve changing the Corporation’s name to Western Uranium & Vanadium
Corp. or a variant thereof by adopting a special resolution substantially in the form set out in the information circular for
the Meeting.
5.
Other Business: To consider and, if thought fit, act on other items of business that may be properly brought before the Meeting
and any adjournment thereof.
SHAREHOLDERS
ARE REMINDED TO
VIEW
THE MEETING MATERIALS
PRIOR
TO VOTING.
ACCESSING
MEETING MATERIALS ONLINE
Material
can be viewed online at www.SEDAR.com or at
www.capitaltransferagency.com
.
HOW
TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
Beneficial
shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost. Requests for meeting
material may be made up to one year from the date the information circular was filed on SEDAR, by contacting Capital Transfer
Agency at toll free 1 (844) 499-4482. Requests should be received at least 10 business days in advance of the proxy deposit date
and time set out in the accompanying proxy in order to receive the meeting material in advance of the meeting.
VOTING
Registered
Shareholders are asked to return their proxies using the following methods by the proxy deposit date:
|
Mail:
|
Capital Transfer Agency Inc.
|
|
|
390
Bay Street, Suite 920
|
|
|
Toronto,
ON M5H 2Y2
|
|
|
|
|
Fax:
|
(416) 350-5008
|
|
|
|
|
Email:
|
info@capitaltransferagency.com
|
Shareholders
with questions about Notice and Access may contact the Capital Transfer Agency at toll free 1 (844) 499-4482 (US and Canada) or
by email at info@capitaltransferagency.com.
Dated
the 21
st
day of May, 2018
BY
ORDER OF THE BOARD OF DIRECTORS
George
Glasier
President,
Chief Executive Officer, and Director
Western Uranium and Vana... (QX) (USOTC:WSTRF)
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