AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): July 27, 2018
Name of Registrant as Specified in its Charter)|
or Other Jurisdiction
Bay Street, Suite 1400, Toronto, Ontario, Canada
of Principal Executive Offices)
telephone number, including area code: (970) 864-2125
Name or Former Address, if Changed Since Last Report.)|
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
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. ☐
3.02. Unregistered Sales of Equity Securities.
July 27, 2017, Western Uranium Corporation (the “Company”) completed the closing of a non-brokered private placement
of 2,525,526 units at a price of CAD$0.68 per unit for gross proceeds of CAD$1,717,358. On August 7, 2017, the Company completed
a further closing of 1,907,088 units at the same price for gross proceeds of CAD$1,296,820. As a result of these private placements,
the Company raised a total of CAD$3,014,178.
unit sold consists of one common share of the Company plus one-half common share purchase warrant of the Company. Each whole warrant
entitles the holder to purchase one common share of the Company at a price of CAD$1.15 for a period of two years.
warrants contain a provision that if the Company’s shares trade at or above CAD$2.50 per share for five consecutive trading
days, the Company may, at any time after the expiry of the applicable statutory hold period, accelerate the expiration of the
warrants upon not less than 30 days’ written notice by the Company.
total of 43 investors participated in these placements. Only accredited investors (as defined in Rule 501(a) of Regulation D)
participated in the placements. Offers and sales were made in private transactions without any general solicitation or advertising.
The Company relied on Rule 506(b) of Regulation D for offers and sales of the units to both U.S. and non-U.S. subscribers. Each
subscriber confirmed that they were purchasing for their own account for investment and not with a view to distribute the securities
9.01. Financial Statements and Exhibits.
July 30, 2018, the Company issued a press release to announce the closing of its private placement on July 27, 2017. A copy of
the press release is included as Exhibit 99.1.
August 9, 2018, the Company issued a press release to announce the closing of its private placement on August 7, 2018. A copy
of the press release is included as Exhibit 99.2.
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.