Westwater Resources Announces Up To $10M Purchase Agreement with Lincoln Park Capital Fund, LLC
CENTENNIAL, Colo.–(BUSINESS WIRE)–$WWR—Westwater Resources, Inc. (Nasdaq: WWR), an energy materials
development company, announced today it has entered into a purchase
agreement and registration rights agreement with Lincoln Park Capital
Fund, LLC (“Lincoln Park”), a current investor in Westwater.
Under the purchase agreement, upon satisfaction of the conditions in the
purchase agreement, including after a registration statement registering
the resale of shares to be sold to Lincoln Park under the purchase
agreement is declared effective by the Securities and Exchange
Commission (SEC), Westwater, from time to time over a 24 month period,
will have the right, in its sole discretion, to sell up to $10 million
of its stock to Lincoln Park. Westwater will control the timing and
amount of any sales to Lincoln Park, and Lincoln Park is obligated to
make purchases in accordance with the purchase agreement. Any common
stock that is sold to Lincoln Park will occur at a purchase price that
is based on an agreed upon fixed discount to the Company’s prevailing
market prices at the time of each sale and with no upper limits to the
price Lincoln Park may pay to purchase common stock.
Lincoln Park has also agreed not to cause or engage in any direct or
indirect short selling or hedging of the Company’s common stock. No
warrants are being issued in this transaction, and there are no
limitations on our use of proceeds from sales to Lincoln Park under the
purchase agreement. Furthermore, the purchase agreement does not contain
any rights of first refusal, participation rights, penalties or
liquidated damages provisions in favor of any party. The agreement may
be terminated by Westwater at any time, in its sole discretion, without
any additional cost or penalty.
Christopher M. Jones, President and Chief Executive Officer, said,
“Westwater has re-focused its financing strategy on a low-cost solution
with minimally dilutive terms to provide working capital. Given current
market conditions, and to avoid offerings that may come with high
discounts, warrant coverage and/or restrictive covenants, we have opted
for a strategy that allows for any dilution that may occur, to occur on
an as needed basis and as we progress with our business plan and create
shareholder value.
“As we move forward, we believe that an appropriate mix of project
specific debt, low cost off-take financing and carefully placed equity
or joint venture financing can develop our battery ready graphite
business in an advantageous manner. Furthermore, we anticipate that our
planned expansion of the initial graphite processing facility followed
by the mine itself will utilize cash flow from operations – further
reducing the need for dilutive offerings of shares.”
The Company’s current business plan requires working capital to fund
non-discretionary expenditures for uranium reclamation activities,
mineral property holding costs, business development costs and
administrative costs. The Company intends to pursue project financing to
support execution of the graphite business plan, including discretionary
capital expenditures associated with graphite battery-material product
development, construction of pilot plant facilities and construction of
commercial production facilities. The Company’s current lithium business
plan will be funded by working capital; however, the Company is pursuing
project financing including possible joint venture partners to fund
discretionary greenfield exploration activities.
A description of the Agreements is set forth in the Company’s Current
Report on Form 8-K to be filed with the SEC on June 11, 2019.
The offer and sale of the securities by Westwater in the above
transaction have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”), and have not been registered or
qualified under any state securities laws, and therefore may not be
offered or sold in the United States absent registration under the
Securities Act or an applicable exemption from such registration
requirements, and registration or qualification and under applicable
state securities or “Blue Sky” laws or an applicable exemption from such
registration or qualification requirements. Westwater has agreed to file
a registration statement with the SEC to register the resale by Lincoln
Park of the shares of common stock to be purchased by Lincoln Park under
the purchase agreement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be any
sale of the securities in any state in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under
the securities laws of such state.
About Westwater Resources
WWR is focused on developing energy-related materials. The Company’s
battery-materials projects include the Coosa Graphite Project — the most
advanced natural flake graphite project in the contiguous United States
— and the associated Coosa Graphite Mine located across 41,900 acres
(~17,000 hectares) in east-central Alabama. In addition, the Company
maintains lithium mineral properties in three prospective lithium brine
basins in Nevada and Utah. Westwater’s uranium projects are located in
Texas and New Mexico. In Texas, the Company has two licensed and
currently idled uranium processing facilities and approximately 11,000
acres (~4,400 hectares) of prospective in-situ recovery uranium
projects. In New Mexico, the Company controls mineral rights
encompassing approximately 188,700 acres (~76,000 hectares) in the
prolific Grants Mineral Belt, which is one of the largest concentrations
of sandstone-hosted uranium deposits in the world. Incorporated in 1977
as Uranium Resources, Inc., Westwater also owns an extensive uranium
information database of historic drill hole logs, assay certificates,
maps and technical reports for the western United States. For more
information, visit www.westwaterresources.net.
Cautionary Statement
This news release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are subject to risks, uncertainties and assumptions and are
identified by words such as “expects,” “estimates,” “projects,”
“anticipates,” “believes,” “could,” and other similar words. All
statements addressing events or developments that WWR expects or
anticipates will occur in the future, including but not limited to
statements relating to the Company’s growth, future capital needs and
resources, and developments at the Company’s projects, are
forward-looking statements. Because they are forward-looking, they
should be evaluated in light of important risk factors and
uncertainties. These risk factors and uncertainties include, but are not
limited to, (a) the Company’s ability to successfully integrate Alabama
Graphite Corporation’s business into its own, and the risk that
additional analysis of the Coosa Graphite Project may result in
revisions to the findings of WWR’s initial optimization study; (b) the
Company’s ability to raise additional capital in the future; (c) spot
price and long-term contract price of graphite, lithium, vanadium and
uranium; (d) risks associated with our domestic operations; (e)
operating conditions at the Company’s projects; (f) government and
tribal regulation of the graphite industry, the lithium industry, the
vanadium industry, the uranium industry, and the power industry; (g)
world-wide graphite, lithium, vanadium and uranium supply and demand,
including the supply and demand for lithium-based batteries; (h)
maintaining sufficient financial assurance in the form of sufficiently
collateralized surety instruments; (i) unanticipated geological,
processing, regulatory and legal or other problems the Company may
encounter in the jurisdictions where the Company operates or intends to
operate, including in Alabama, Texas, New Mexico, Utah, and Nevada; (j)
the ability of the Company to enter into and successfully close
acquisitions or other material transactions; (k) the results of the
Company’s lithium brine exploration activities at the Columbus Basin,
Railroad Valley, and Sal Rica projects, and the possibility that future
exploration results may be materially less promising than initial
exploration result; (I) any graphite, lithium, vanadium or uranium
discoveries not being in high-enough concentration to make it economic
to extract the metals; (m) currently pending or new litigation or
arbitration; and (n) other factors which are more fully described in the
Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
and other filings with the Securities and Exchange Commission. Should
one or more of these risks or uncertainties materialize or should any of
the Company’s underlying assumptions prove incorrect, actual results may
vary materially from those currently anticipated. In addition, undue
reliance should not be placed on the Company’s forward-looking
statements. Except as required by law, the Company disclaims any
obligation to update or publicly announce any revisions to any of the
forward-looking statements contained in this news release. The results
of the initial optimization study are preliminary in nature and subject
to revision following WWR’s further analysis of the Coosa Graphite
Project.
Contacts
Westwater Resources Contact:
Christopher M. Jones, President
& CEO
Phone: 303.531.0480
Jeff Vigil, VP Finance & CFO
Phone: 303.531.0481
Email: [email protected]
Investor Relations Contact:
Michael Porter
Porter,
LeVay and Rose
Phone: 212.564.4700
Email: [email protected]
