Share Capital and Other Equity Instruments

3 Months Ended

Mar. 31, 2026

Share Capital and Other Equity Instruments [Abstract]

SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

NOTE 6 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

Authorized Capital

The holders of the Company’s common shares are entitled to one vote per share. Holders of common shares are entitled to ratably receive such dividends, if any, as may be declared by the board of directors, out of legally available funds. Upon the liquidation, dissolution, or winding down of the Company, holders of common shares are entitled to share ratably in all assets of the Company that are legally available for distribution. As of March 31, 2026 and December 31, 2025, an unlimited number of common shares were authorized for issuance.

Incentive Stock Option Plan

The Company maintains an Incentive Stock Option Plan (the “Plan”) that permits the granting of stock options as incentive compensation.

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 that 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. As of March 31, 2026, a total of 71,853,888 common shares were outstanding. As of March 31, 2026, the maximum number of stock options eligible to be issued under the Plan would be 7,185,388 and net of 6,615,000 options outstanding as of March 31, 2026, there remain 570,388 stock options available to be issued under the Plan.

Shareholder Rights Plan

On May 24, 2023, the Company adopted and on June 29, 2023, the shareholders approved a shareholder rights plan, which is designed to ensure the fair treatment of shareholders in connection with any take-over bid for the Company and to provide the Board of Directors and shareholders with sufficient time to fully consider any unsolicited takeover bid (the “Shareholder Rights Plan”). The Shareholder Rights Plan also provides the Board of Directors with time to pursue, if appropriate, other alternatives to maximize shareholder value in the event of a takeover bid.

Pursuant to the terms of the Shareholder Rights Plan subject to a triggering event as defined in the Shareholder Rights Plan and as determined by the Board of Directors, rights (the “Rights”) will be issued to holders of Common Shares at a rate of one Right for each Share outstanding.

Share Repurchase Program, NCIB

On December 19, 2025, the Company implemented a normal course issuer bid (“NCIB”) to allow the Company to purchase up to 6,672,291 of its common shares representing approximately 10% of the Company’s “public float” as of December 17, 2025, as defined under the policies of the CSE. The Company may purchase shares under the NCIB over a 12-month period beginning on December 19, 2025 and ending on December 18, 2026. Shares repurchased under the NCIB shall be purchased on the open market through the facilities of the CSE or Canadian alternative trading systems at the prevailing market price of the shares at the time of purchase and in accordance with the policies of the CSE and applicable Canadian securities laws. All shares purchased under the NCIB are required to be cancelled. The Company will fund any such purchases of shares under the NCIB with cash on hand.

During the three months ended March 31, 2026, no shares were repurchased under the NCIB.

Stock Options

On January 15, 2026, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,350,000 common shares to individuals consisting of officers, directors and employees of the Company. Each of these options has a term which ends five years from the vesting date and an exercise price of $0.65 (CAD $0.90 as of January 15, 2026), and vests equally in three installments on January 31, 2026, July 31, 2026 and January 31, 2027.

There were no options granted during the three months ended March 31, 2025.

There were no options exercised during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company issued 3,850 common shares pursuant to the cashless exercise of options to purchase 83,332 common shares with an exercise price of $0.79 (CAD $1.03).

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Intrinsic Value
Outstanding – January 1, 2026		5,348,332		$	1.16		3.01	$	-
Granted		1,350,000			0.65
Forfeited and expired		(83,332	)		1.10
Exercised		-			-
Outstanding – March 31, 2026		6,615,000		$	1.06		3.28	$	-
Exercisable – March 31, 2026		5,714,996		$	1.12		2.92	$	-

The Company’s stock-based compensation expense (net of the effect of forfeitures) related to stock options for the three months ended March 31, 2026 was $238,000, of which $31,591 and $206,409 was included in mining expenditures and general and administrative expenses, respectively, on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. The Company’s stock-based compensation expense (net of the effect of forfeitures) related to stock options for the three months ended March 31, 2025 was $271,138, of which $54,242 and $216,896 was included in mining expenditures and general and administrative expenses, respectively, on the Company’s condensed interim consolidated statements of operations and other comprehensive loss. The weighted average grant date fair value per share of the options granted during the three months ended March 31, 2026 was $0.30. As of March 31, 2026, there was approximately $190,377 of unrecognized share-based compensation for unvested stock options, which is expected to be recognized over a weighted average period of 0.59 years.

Warrants

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Intrinsic Value

Outstanding – January 1, 2026		22,523,059		$	1.04		2.99	$	-
Issued		-			-
Exercised		-			-
Expired		(2,868,541	)		1.39
Outstanding – March 31, 2026		19,654,518		$	0.99		3.17	$	-
Exercisable – March 31, 2026		19,654,518		$	0.99		3.17	$	-

Western Uranium & Vanadium Corp. 10-Q