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): January 6, 2020

Registrant’s telephone number, including area code: (970) 864-2125

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:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 3.02. Unregistered Sales of Equity Securities.

On January 6, 2020, Western Uranium & Vanadium Corp. (“Western” or the “Company”) granted an aggregate of 600,000 options (“Options”) to purchase Western common shares to five officers, directors, and consultants under the Company’s Incentive Stock Option Plan. Each Option is exercisable to acquire one common share (each an “Option Share”) for a five-year term. The Options’ CAD$1.03 exercise price was determined based upon the closing prices of the Company’s common shares on both the date of grant and the prior trading day. The Options vest equally in three installments beginning on the date of grant and thereafter on January 31, 2020 and June 30, 2020. The Company is relying on the private offering exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act of 1933 for the grant of the Options and for the offer and sale of the Option Shares.

A copy of the press release announcing the grant of the Options is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

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