8-K
Western Uranium & Vanadium Corp. (WSTRF)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2024
| WESTERN URANIUM & VANADIUM CORP. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in its Charter) | ||
| Ontario, Canada | 000-55626 | 98-1271843 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 330 Bay Street, Suite 1400, Toronto, Ontario, Canada | M5H 2S8 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(970) 864-2125
| N/A |
|---|
| (Former Name or Former Address, if Changed Since Last Report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☒ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 27, 2024, Western Uranium & Vanadium Corp. (the “Company”) held its Annual General and Special Meeting of Shareholders, at which shareholders (1) increased the size of the Board of Directors from three to four directors and authorized the Board to determine the number of directors from time to time, (2) elected directors, and (3) reappointed MNP LLP as auditor for the Company and authorized the Board to fix the auditor’s remuneration for the ensuing year, all as proposed in the Company’s management information circular dated as of May 21, 2024.
The final voting results for each of these matters were as follows:
1. Increase Board Size and Authorize Board to Determine Number of Directors:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 26,946,199 | 106,147 | 1 |
2. Election of Directors:
| Nominee | Votes For | Votes<br> Withheld | Broker<br> Non-Votes | |||
|---|---|---|---|---|---|---|
| George E. Glasier | 12,073,659 | 5,142,998 | 9,835,690 | |||
| Bryan Murphy | 12,073,535 | 5,143,122 | 9,835,690 | |||
| Andrew Wilder | 12,072,585 | 5,144,072 | 9,835,690 | |||
| Michael Skutezky | 12,072,157 | 5,144,835 | 9,835,355 |
3. Appointment of MNP LLP:
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 26,893,025 | 159,322 | 0 |
Item 8.01. Other Events.
On June 28, 2024, the Company issued a news release to announce the results of the Company’s Annual General and Special Meeting held on June 27, 2024. A copy of the news release is included as an exhibit to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated June 28, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 3, 2024 | WESTERN URANIUM & VANADIUM CORP. | |
|---|---|---|
| By: | /s/ Robert Klein | |
| Robert Klein<br><br> <br>Chief Financial Officer |
2
Exhibit 99.1
June 28, 2024
Western Uranium & Vanadium Corp. AnnouncesResults of Annual General and Special Meeting
Toronto, Ontario and Nucla, Colorado- Western Uranium & Vanadium Corp. (CSE: WUC) (OTCQX: WSTRF) (“Western” or the “Company”) is pleased to announce the results of the Company’s Annual General and Special Meeting of shareholders (the “Meeting”) held in Montrose, Colorado on June 27, 2024.
Proxy votes were cast for common shares representing approximately 49.0% of the issued and outstanding common shares of the Company as at the record date for the Meeting. Each of the matters put forward before shareholders for consideration and approval at the Meeting, as described in the Company’s management information circular dated May 21, 2024, was duly approved by the requisite number of votes.
Changes to Board Size
At the Meeting, the increase in the size of the board from three (3) to four (4) directors and authorization of the board of the Corporation to determine the number of directors from time to time was approved.
Election of Directors
At the Meeting, the shareholders elected all of the directors proposed by management of the Company, namely, George Glasier, Bryan Murphy, Andrew Wilder and Michael Skutezky.
Appointment of Auditor
The shareholders re-appointed MNP LLP as auditor of the Company for the ensuing year and authorized the board of the Company to fix the remuneration of the auditors.
Re-appointments
Subsequent to the Meeting, the following management re-appointments were confirmed for the ensuing year: George Glasier, President and Chief Executive Officer; Robert Klein, Chief Financial Officer; Michael Rutter, Chief Operating Officer; and Denis Frawley, Corporate Secretary.
The newly-elected Board re-appointed Bryan Murphy as Chairman of the Board and re-appointed Andrew Wilder as Chairman of the Audit Committee. Additionally, the expanded board size has allowed for newly-elected director Michael Skutezky to be added to the Audit Committee to replace George Glasier. Following best practice, this committee is now comprised of three independent directors.
About Western Uranium & Vanadium Corp.
Western Uranium & Vanadium Corp. is ramping-up high-grade uranium and vanadium production at its Sunday Mine Complex. In addition to the flagship property located in the prolific Uravan Mineral Belt, the production pipeline also includes conventional projects in Colorado and Utah. The Maverick Minerals Processing Plant is being licensed in Utah and will include the kinetic separation process.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
| George Glasier | Robert Klein |
|---|---|
| President and CEO | Chief Financial Officer |
| 970-864-2125 | 908-872-7686 |
| gglasier@western-uranium.com | rklein@western-uranium.com |