Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | WESTWATER RESOURCES, INC. | ||
Entity Central Index Key | 839,470 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,868,383 | ||
Entity Common Stock, Shares Outstanding | 74,399,332 | ||
Trading Symbol | WWR | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 1,577 | $ 4,054 |
Marketable securities | 415 | 1,361 |
Notes receivable - current | 1,545 | 1,750 |
Prepaid and other current assets | 643 | 668 |
Total Current Assets | 4,180 | 7,833 |
Property, plant and equipment, at cost: | ||
Property, plant and equipment | 91,772 | 101,187 |
Less accumulated depreciation and depletion | (71,219) | (65,778) |
Net property, plant and equipment | 20,553 | 35,409 |
Restricted cash | 3,732 | 3,668 |
Notes receivable, non-current | 1,493 | 3,328 |
Total Assets | 29,958 | 50,238 |
Current Liabilities: | ||
Accounts payable | 776 | 538 |
Accrued liabilities | 1,688 | 2,352 |
Current portion of asset retirement obligations | 708 | 1,078 |
Total Current Liabilities | 3,172 | 3,968 |
Asset retirement obligations, net of current portion | 5,495 | 4,653 |
Other long-term liabilities | 500 | 500 |
Total Liabilities | 9,167 | 9,121 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Common stock, 100,000,000 shares authorized, $.001 par value; Issued shares - 71,827,743 and 27,790,324, respectively Outstanding shares - 71,819,718 and 27,782,299, respectively | 72 | 28 |
Paid-in capital | 312,941 | 297,250 |
Accumulated other comprehensive (loss) gain | (90) | 287 |
Accumulated deficit | (291,874) | (256,190) |
Less: Treasury stock (8,025 and 8,025 shares, respectively), at cost | (258) | (258) |
Total Stockholders' Equity | 20,791 | 41,117 |
Total Liabilities and Stockholders' Equity | $ 29,958 | $ 50,238 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 71,827,743 | 27,790,324 |
Common stock, shares outstanding | 71,819,718 | 27,782,299 |
Treasury stock, shares | 8,025 | 8,025 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Expenses: | ||
Mineral property expenses | $ (3,538) | $ (4,584) |
General and administrative | (7,357) | (6,614) |
Acquisition related costs | (333) | (1,003) |
Accretion of asset retirement obligations | (993) | (1,039) |
Depreciation and amortization | (116) | (142) |
Impairment of uranium properties | (23,712) | (11,436) |
Total operating expenses | (36,049) | (24,818) |
Non-Operating Income/(Expenses): | ||
Loss on sale of marketable securities | (484) | |
Loss on extinguishment of convertible debt | (39) | |
Interest income | 735 | 614 |
Gain on sale of fixed assets | 104 | |
Gain on disposal of uranium properties | 4,927 | |
Other income | 10 | 28 |
Total other income | 365 | 5,530 |
Net Loss | (35,684) | (19,288) |
Other Comprehensive (Loss) Income | ||
Unrealized fair value (decrease) increase on available-for-sale securities | (861) | 287 |
Transfer to realized loss upon sale of available-for-sale securities | 484 | |
Comprehensive Loss | $ (36,061) | $ (19,001) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.77) | $ (0.78) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 46,384,357 | 24,736,955 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Paid-In Capital [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2016 | $ 17 | $ 280,191 | $ (236,902) | $ (258) | $ 43,048 | |
Balance, shares at Dec. 31, 2016 | 16,667,394 | |||||
Net loss | (19,288) | (19,288) | ||||
Common stock issued, net of issuance costs | $ 10 | 15,311 | 15,321 | |||
Common stock issued, net of issuance costs, shares | 9,926,396 | |||||
Common stock issued for settlement of accounts payable | 325 | 325 | ||||
Common stock issued for settlement of accounts payable, shares | 177,700 | |||||
Common stock issued for purchase of lithium mineral interests | 110 | 110 | ||||
Common stock issued for purchase of lithium mineral interests, shares | 100,000 | |||||
Common stock issued for commitment fees | $ 1 | 1,213 | 1,214 | |||
Common stock issued for commitment fees, shares | 880,000 | |||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes | 101 | 101 | ||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes, shares | 38,834 | |||||
Minimum withholding taxes on net share settlements of equity awards | (1) | (1) | ||||
Unrealized holding gain loss on marketable securities | 287 | 287 | ||||
Transfer to realized loss upon sale of available-for-sale securities | ||||||
Balance at Dec. 31, 2017 | $ 28 | 297,250 | 287 | (256,190) | (258) | 41,117 |
Balance, shares at Dec. 31, 2017 | 27,790,324 | |||||
Net loss | (35,684) | (35,684) | ||||
Common stock issued, net of issuance costs | $ 32 | 8,683 | 8,715 | |||
Common stock issued, net of issuance costs, shares | 32,018,551 | |||||
Common stock issued for consulting services | 95 | 95 | ||||
Common stock issued for consulting services, shares | 172,727 | |||||
Common stock issued for purchase of lithium mineral interests | 114 | 114 | ||||
Common stock issued for purchase of lithium mineral interests, shares | 200,000 | |||||
Common stock, warrants and options issued for acquisition of Alabama Graphite | $ 12 | 6,472 | 6,484 | |||
Common stock, warrants and options issued for acquisition of Alabama Graphite, shares | 11,625,210 | |||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes | 332 | 332 | ||||
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes, shares | 20,931 | |||||
Minimum withholding taxes on net share settlements of equity awards | (5) | (5) | ||||
Unrealized holding gain loss on marketable securities | (861) | (861) | ||||
Transfer to realized loss upon sale of available-for-sale securities | 484 | 484 | ||||
Balance at Dec. 31, 2018 | $ 72 | $ 312,941 | $ (90) | $ (291,874) | $ (258) | $ 20,791 |
Balance, shares at Dec. 31, 2018 | 71,827,743 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities: | ||
Net loss | $ (35,684) | $ (19,288) |
Reconciliation of net loss to cash used in operations: | ||
Accretion of asset retirement obligations | 993 | 1,039 |
Decrease in restoration and reclamation accrual | (521) | (97) |
Amortization of debt discount | 30 | |
Amortization of note receivable discount | (678) | (744) |
Amortization of non-cash investor relations fee | 21 | 250 |
Depreciation and amortization | 116 | 142 |
Stock compensation expense | 332 | 101 |
Common stock issued as payment of accounts payable | 95 | 25 |
Common stock issued for purchase of lithium mineral interests | 114 | |
Impairment of uranium properties | 23,712 | 11,436 |
Gain on disposal of fixed assets | (104) | (1) |
Gain on sale of uranium properties | (4,963) | |
Loss on extinguishment of convertible debt | 39 | |
Loss on sale of marketable securities | 484 | |
Effect of changes in operating working capital items: | ||
Decrease in receivables | 105 | 5 |
Decrease (increase) in prepaid and other current assets | 56 | (22) |
(Decrease) increase in payables, accrued liabilities and deferred credits | (689) | 445 |
Net Cash Used In Operating Activities | (11,648) | (11,603) |
Cash Flows From Investing Activities: | ||
Purchases of equipment | (100) | |
Proceeds from the sale of securities | 834 | |
Proceeds from disposal of mineral properties, net | 1,950 | |
Proceeds from disposal of property, plant and equipment | 104 | 1 |
Proceeds from note receivable | 1,134 | |
Acquisition of Alabama Graphite, net of cash acquired | (1,547) | (833) |
Net Cash Provided By Investing Activities | 525 | 1,018 |
Cash Flows From Financing Activities: | ||
Payments on borrowings | (5,500) | |
Issuance of common stock, net | 8,715 | 16,535 |
Payment of minimum withholding taxes on net share settlements of equity awards | (5) | (1) |
Net Cash Provided By Financing Activities | 8,710 | 11,034 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (2,413) | 449 |
Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 7,722 | 7,273 |
Cash, Cash Equivalents and Restricted Cash, End of Period | 5,309 | 7,722 |
Cash Paid During the Period for: | ||
Interest | 9 | 130 |
Supplemental Non-Cash Information with Respect to Investing and Financing Activities: | ||
Securities received for payment of notes receivable - Laramide | 750 | |
Securities received for asset disposal-Laramide | 568 | |
Common stock issued for acquisition of Alabama Graphite | 6,394 | |
Stock options and warrants issued for acquisition of Alabama Graphite | 90 | |
Common stock issued for consulting services | 95 | 325 |
Common stock issued for purchase of lithium mineral interests | 114 | |
Common stock issued for payment of commitment fees | 1,214 | |
Total Non-Cash Investing and Financing Activities for the Period | $ 7,443 | $ 2,107 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) and include the accounts of WWR and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“US GAAP”) requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to asset retirement obligations; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash deposits in excess of federally insured limits. Management monitors the soundness of the financial institution and believe the risk is negligible. Available-for-Sale Investments Management determines the appropriate classification of the Company’s investments at the time of purchase and re-evaluates such determinations each reporting date. Marketable equity securities are categorized as available-for-sale and carried at fair market value on the Balance Sheet. Unrealized gains and losses are included as a component of accumulated other comprehensive loss, unless an other-than-temporary impairment in value has occurred in which case the unrealized loss would be charged to current period loss as an impairment charge. Unrealized gains and losses originally included in accumulated other comprehensive income are reclassified to current period net loss when the sale of securities occurs or when a security is impaired. Property, Plant and Equipment Facilities and Equipment Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are amortized using the units of production method. During the periods that the Company’s facilities are not in production, depreciation of its facilities and equipment is suspended as the assets are not in service. Mineral Properties Mineral rights acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred. When management determines that a mineral right can be economically developed in accordance with U.S. GAAP, the costs then incurred to develop such property will be capitalized. During the periods that the Company’s facilities are not in production, depletion of its mineral interests, permits, licenses and development properties is suspended as the assets are not in service. If mineral properties are subsequently abandoned or impaired, any non-depleted costs will be charged to loss in that period. Other Property, Plant and Equipment Other property, plant and equipment consisted of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed. Asset Impairment The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on quantities of recoverable minerals, expected uranium and graphite prices, production levels and operating costs of production and capital, based upon the projected remaining future uranium or graphite production from each project. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of uranium or graphite that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is likely that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, uranium and graphite prices, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. Assets held for sale The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. For the years ended December 31, (thousands of dollars) 2018 2017 Cash and cash equivalents $ 1,577 $ 4,054 Restricted cash - pledged deposits for performance bonds 3,732 3,668 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 5,309 $ 7,722 Funds deposited by the Company for collateralization of performance obligations are not available for the payment of general corporate obligations and are not included in cash equivalents. Restricted cash consists of pledged certificates of deposit and money market accounts. The bonds are collateralized performance bonds required for future restoration and reclamation obligations related to the Company’s south Texas uranium production properties. Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents and restricted cash and short-term investments. U.S. GAAP defines “fair value” as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits. The following table presents information about financial instruments recognized at fair value on a recurring basis as of December 31, 2018 and 2017, and indicates the fair value hierarchy: December 31, 2018 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 415 $ - $ - $ 415 Total current assets recorded at fair value $ 415 $ - $ - $ 415 Non-current Assets Restricted cash $ 3,732 $ - - $ 3,732 Total non-current assets recorded at fair value $ 3,732 $ - $ - $ 3,732 December 31, 2017 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 1,361 $ - $ - $ 1,361 Total current assets recorded at fair value $ 1,361 $ - $ - $ 1,361 Non-current Assets Restricted cash $ 3,668 $ - - $ 3,668 Total non-current assets recorded at fair value $ 3,668 $ - $ - $ 3,668 Asset Retirement Obligations Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its ISR projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s South Texas ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates using level 3 inputs, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. If the Company does not have a recorded value for the related asset, then the asset retirement cost is expensed as incurred. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability which is based upon the percentage of completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to income or expense and is included as part of the Company’s mineral property expense for the period. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary. Loss Per Share Basic loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted loss per share is not presented as the effect on the basic loss per share would be anti-dilutive. At December 31, 2018 and 2017, the Company had 1,826,785 and 648,404, respectively, in potentially dilutive securities. Foreign Currency The functional currency for all foreign subsidiaries of the Company was determined to be the U.S. dollar since its recently acquired foreign subsidiaries are direct and integral components of WWR and are dependent upon the economic environment of WWR’s functional currency. Accordingly, the Company has translated its monetary assets and liabilities at the period-end exchange rate and the non-monetary assets and liabilities at historical rates, with income and expenses translated at the average exchange rate for the current period. All translation gains and losses have been included in the current period loss. Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Assets with lives beyond one year are carried at amortized cost using the effective interest method less any provision for impairment. Assets with lives under a year are undiscounted and carried at full cost. Management monitors these assets for credit quality and recoverability on a quarterly basis, including the value of any collateral. If the value of the collateral, less selling or recovery costs, exceeds the recorded investment in the asset, no impairment costs would be recorded. Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-01 (ASU 2017-01), Business Combinations: Clarifying the Definition of a Business, which clarifies the definition of a business when determining whether a company has acquired or sold a business. The ASU applies to all entities and is effective for annual periods ending after December 15, 2017, and interim periods thereafter, with early adoption permitted under certain circumstances. The Company utilized the updated “Definition of a Business” in ASC 805 for the Alabama Graphite acquisition and determined that the transaction should be recorded as an asset acquisition under ASC 360. In May 2014, the FASB issued Accounting Standards Update (“ASU” 2014-09, “Revenue from Contracts with Customers (Topic 606).” Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. LIQUIDITY AND GOING CONCERN The Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued. The Company last recorded revenues from operations in 2009 and expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses. Since 2009, the Company has relied on equity financings, debt financings and asset sales to fund its operations and the Company expects to rely on these forms of financing to fund its operations into the near future. The Company will also continue to identify ways to reduce its cash expenditures. 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. At December 31, 2018 the Company’s cash balances were $1.6 million and the Company had a working capital balance of $1.0 million. Subsequent to February 15, 2019, the Company expects to fund operations as follows: Promissory Note in the amount of $2.0 million due from Laramide Resources Ltd. (“Laramide”) (Note 4). Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. (“Cantor”) acting as sales agent, pursuant to which the Company has registered the offer and sale from time to time of shares of its common stock having an aggregate offering price of up to $8.0 million (the “ATM Offering”). As of January 31, 2019, approximately $3.1 million is available for future sales under the ATM Offering. Other debt and equity financings and asset sales. On March 13, 2018, the Company received a letter from Nasdaq indicating that it had failed to maintain compliance with the $1.00 per share minimum bid price for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(a)(2). The Company was provided 180 calendar days, or until September 10, 2018, to regain compliance, after which period it requested, and was granted, an additional 180-calendar-day grace period to regain compliance. In order for WWR’s common stock to continue to be listed on Nasdaq, the Company must regain compliance with Nasdaq’s $1.00 minimum bid price requirement for a minimum of 10 consecutive business days prior to March 11, 2019. The Company may timely request a hearing before a Nasdaq Hearings Panel (“Panel”), which hearing will stay any suspension or delisting action pending the issuance of the decision of the Panel following the hearing. If the Panel rejects the Company’s request for an extension and the Company fails to regain compliance, its common stock will be subject to delisting by Nasdaq. If Nasdaq delists the Company’s common stock, the delisting could adversely affect the market liquidity of its common stock and the price of its common stock. At its Annual Meeting of Stockholders tentatively scheduled for April 2, 2019, the Company intends to seek shareholder approval for a reverse stock split of its common stock to regain compliance with Nasdaq’s $1.00 per share minimum bid price listing rule. If the Company is unable to obtain shareholder approval for a reverse stock split, the Company’s stock will be delisted from the Nasdaq exchange and the Company will seek to have its common stock quoted over the counter (“OTC”). This circumstance along with other potential factors including the number of authorized shares available and the continued availability of the ATM Offering may make it more difficult for the Company to secure future financings on terms agreeable to the Company to continue its business plans. While the Company has been successful in the past in raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. In the event that the Company is unable to raise sufficient additional funds, it may be required to delay, reduce or severely curtail its operations or otherwise impede its on-going business efforts, which could have a material adverse effect on its business, operating results, financial condition, long-term prospects and ability to continue as a viable business. Considering all of the factors above, the Company believes there is substantial doubt regarding its ability to continue as a going concern. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS Acquisition of Alabama Graphite On April 23, 2018, the Company completed its acquisition of 100% of the outstanding securities of Alabama Graphite Corp. (“Alabama Graphite”) for total consideration of $8.9 million. Alabama Graphite is a Canadian entity that indirectly holds a 100% interest in the Coosa graphite project and Coosa mineral properties located in Alabama. The consideration was comprised of $2.4 million in cash used to fund Alabama Graphite’s operating activities prior to completion of the Alabama Graphite transaction and certain related transaction costs, $6.4 million in common stock of the Company and $89,000 for warrants and options in the Company. Each Alabama Graphite ordinary share was exchanged for 0.08 common share of WWR. Each warrant and option of Alabama Graphite was also exchanged for warrants and options exercisable for common shares of WWR on the same terms and conditions as were applicable prior to the Alabama Graphite transaction, except that the exercise price was converted for the 0.08 share exchange ratio and for the USD exchange rate on the agreement date which was $0.77809 (CAD to USD) on December 13, 2017. As a result, the Company issued 11,625,210 new shares, 364,000 options and 2,144,378 warrants. The value of the Company’s common stock issued as consideration was based upon the opening share price on April 23, 2018 of $0.55. The operating results of Alabama Graphite are included in the Consolidated Statement of Operations commencing April 23, 2018. The Alabama Graphite loan from WWR was $1.8 million on April 23, 2018 and was incorporated into the final acquisition accounting and therefore was eliminated as of June 30, 2018. Acquisition related costs were $1.9 million as of June 30, 2018, of which, $0.6 million was capitalized as additional cash consideration at the acquisition date for certain transaction costs that were directly related to the asset acquisition. The acquisition of Alabama Graphite was accounted for as an asset acquisition in accordance with ASC 360 as “substantially all” of the purchase consideration was concentrated in a single identifiable asset for graphite mineral interests. WWR controls the Board of Directors and senior management positions of Alabama Graphite and has overall control over the day-to-day activities of the acquired entity. The following summarizes the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Consideration: Cash $ 2,397 Issuance of 11,625,210 common shares for replacement of Alabama Graphite shares 6,394 Issuance of 364,000 options for replacement of Alabama Graphite options 36 Issuance of 2,144,378 warrants for replacement of Alabama Graphite warrants 54 $ 8,881 The fair value of the consideration given was allocated as follows: Assets: Cash and cash equivalents $ 17 Short-term receivables 113 Prepaid expenses 42 Property, plant, equipment and graphite mineral interests 8,973 Total assets 9,145 Liabilities: Accounts payable and accrued liabilities 264 Total liabilities 264 Net assets $ 8,881 The carrying value of the current assets acquired and liabilities assumed approximated the fair value due to the short-term nature of these items. The fair value of the graphite mineral interests is a non-recurring level 3 fair value measurement and was estimated using a discounted cash flow approach and market comparables. Key assumptions used in the discounted cash flow analysis include discount rates, mineral resources, future timing of production, recovery rates and future capital and operating costs. Acquisition of Lithium Properties Option Agreement for Lithium Brine Claims On March 24, 2017, the Company’s wholly owned subsidiary Lithium Holdings Nevada LLC entered into an option agreement to purchase a block of unpatented placer mining claims covering an area of approximately 3,000 acres within the Columbus Salt Marsh area of Esmeralda County, Nevada. The claims adjoin a portion of the Company’s current property holdings at its Columbus Basin project, expanding the project area within the basin to approximately 14,200 acres. On March 24, 2018, the Company exercised the option and acquired the mineral property claims in exchange for 200,000 shares of WWR common stock, which were issued on April 18, 2018 and a 1% net smelter return royalty on the claims. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Receivable | 4. NOTES RECEIVABLE Alabama Graphite Corp. Note Receivable In conjunction with its entry into the Arrangement Agreement to acquire Alabama Graphite, on December 13, 2017, the Company executed a secured convertible loan agreement (the “Alabama Graphite Loan”), whereby the Company agreed to provide a non-revolving convertible loan facility of up to USD $2,000,000 to Alabama Graphite for the purpose of funding operations until the acquisition could be finalized. Total loan advances up to the closing of the acquisition on April 23, 2018 was $1.8 million with accrued interest receivable of $13,457. During 2018, advances under the loan were $0.9 million and accrued interest was $12,227. With the completion of the acquisition on April 23, 2018 (as discussed in Note 3), the Alabama Graphite Loan became part of the consideration paid for the acquisition and was incorporated into the purchase price allocation to the assets and liabilities of the acquired company. Due to the inclusion of the loan in the acquisition purchase price, the loan has been classified as a non-current asset at December 31, 2017 and has been eliminated with the acquisition accounting at June 30, 2018. Laramide Note Receivable As part of the consideration for the sale of Hydro Resources, Inc. (HRI), the Company currently holds a $3.5 million promissory note, secured by a mortgage over the Churchrock and Crownpoint projects. The note has a three-year term and carries an initial interest rate of 5% which then increases to 10% upon Laramide’s decision regarding commercial production at the Churchrock project. Principal payment of $1.5 million ($750K in cash and $750K in stock) was collected in January 2019, with the final balance of $2.0 million due and payable on January 5, 2020. Interest is payable on a quarterly basis. Laramide will have the right to satisfy up to half of the principal payments by delivering shares of its common stock to the Company, which shares will be valued by reference to the volume weighted average price (“VWAP”) for Laramide’s common stock for the 20 trading days before the respective anniversary of January 5, on which each payment is due. The fair value of the notes receivable was determined using the present value of the future cash receipts discounted at a market rate of 9.5%. As of December 31, 2018, the Company has received two tranches of Laramide common shares as partial consideration for the sale of HRI, which has resulted in the receipt of 2,218,133 and 1,982,483 Laramide common shares in January 2017 and January 2018, respectively. These share payments represent the initial consideration from the January 2017 sale of HRI and the first note installment in January 2018. The first note installment in the amount of $1.5 million in January 2018, consisted of $750,000 in cash and the issuance of 1,982,483 of Laramide’s common shares. Additionally, Laramide has made interest payments of $0.4 million in cash for the year ending December 31, 2018. For the year ended December 31, 2018, the Company sold the first and second tranches of 4,200,816 Laramide common shares resulting in net proceeds of $0.8 million and a net loss on sale of marketable securities of $0.5 million. During January 2019, Laramide made the second note installment in the amount of $1.5 million consisting of $750,000 in cash and the issuance of 2,483,034 of Laramide’s common shares. Additionally, Laramide made the required interest payment for the quarter ended December 31, 2018 on January 3, 2019 in the amount of approximately $45,000. The following tables show the notes receivable, accrued interest and unamortized discount on the Company’s notes receivable as of December 31, 2018 and December 31, 2017. December 31, 2018 (thousands of dollars) Note Plus Accrued Less Note Balance Current Assets Notes receivable Laramide – current $ 1,500 $ 45 $ - $ 1,545 Subtotal Notes Receivable – current $ 1,500 $ 45 $ - $ 1,545 Non-current Assets Notes receivable – Laramide – non-current $ 2,000 $ - $ (507 ) $ 1,493 Total Notes Receivable – current and non-current $ 3,500 $ 45 $ (507 ) $ 3,038 December 31, 2017 (thousands of dollars) Note Plus Accrued Less Note Balance Current Assets Notes receivable Laramide – current $ 1,500 $ 250 $ - $ 1,750 Subtotal Notes Receivable – current $ 1,500 $ 250 $ - $ 1,750 Non-current Assets Notes receivable – Laramide – non-current $ 3,500 $ - $ (1,005 ) $ 2,495 Notes receivable – Alabama Graphite Corp. 832 1 - 833 Subtotal Notes Receivable – non-current $ 4,332 $ 1 $ (1,005 ) $ 3,328 Total Notes Receivable – current and non-current $ 5,832 $ 251 $ (1,005 ) $ 5,078 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. PROPERTY, PLANT AND EQUIPMENT Net Book Value of Property, Plant and Equipment at December 31, 2018 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ - $ 3,256 $ - $ - $ - $ 3,256 Mineral rights and properties - - 8,973 7,806 - 16,779 Other property, plant and equipment 8 348 - - 162 518 Total $ 8 $ 3,604 $ 8,973 $ 7,806 $ 162 $ 20,553 Net Book Value of Property, Plant and Equipment at December 31, 2017 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ - $ 8,304 $ - $ - $ - $ 8,304 Mineral rights and properties 17,968 - - 7,806 - 25,774 Other property, plant and equipment 11 1,109 - - 211 1,331 Total $ 17,979 $ 9,413 $ - $ 7,806 $ 211 $ 35,409 (Note: Acreage amounts are unaudited.) Graphite Properties Coosa Project The Coosa graphite project is situated in east-central Alabama, near the western end of Coosa County. The project is located near the southwestern-most extent of the Alabama graphite belt. The Coosa project is comprised of a lease and option of privately-owned mineral rights from a single land owner covering an overall area of approximately 45,000 acres (approximately 70.31 square miles). The various property parcels that comprise the lease are contiguous with each other, except for a few small and isolated parcels which are situated in the far south part of the project area. The lease has a series of five-year terms (commencing August 1, 2012) that are not to exceed 70 years in total. Under the terms of the lease the Company is required to make annual payments of $10,000 for the original lease and $16,179.10 for the optioned lands (the option has been exercised) in order to maintain the Company’s property rights. The Company is obligated to pay the owner of the mineral estate a net smelter returns royalty of 2.00% for any production and sale of graphite and other minerals derived from the leased lands. There is a further obligation to pay a 0.50% net smelter return royalty, not to exceed $150,000, and make payments of $100,000 at the time of completion of a “bankable feasibility study” and an additional $150,000 upon completion of “full permitting” of the leased property. These payments are payable to an unaffiliated third-party. The Company does not hold any surface rights in the project area. Lithium Properties Railroad Valley project During 2017, the Company staked approximately 9,270 acres of federal placer mining claims within the Railroad Valley of Central Nevada. The Company holds these claims through the payment of annual claim maintenance fees to the U.S. Bureau of Land Management. There are no royalty obligations associated with this project. Columbus Basin project During 2016, the Company staked approximately 11,200 acres of unpatented placer mining claims in the Columbus Salt Marsh area of west-central Nevada. The Company holds these claims through the payment of annual claim maintenance fees to the U.S. Bureau of Land Management. There are no royalty obligations associated with the claims that the Company staked. On March 24, 2017, the Company’s wholly owned subsidiary Lithium Holdings Nevada LLC entered into an option agreement to purchase a block of unpatented placer mining claims covering an area of approximately 3,000 acres within the Columbus Salt Marsh area of Esmeralda County, Nevada. The claims adjoin a portion of the Company’s current property holdings at its Columbus Basin project, expanding the project area within the basin to approximately 14,200 acres. On March 24, 2018, the Company exercised the option and acquired the mineral property claims in exchange for 200,000 shares of WWR common stock, which were issued on April 18, 2018 and a 1% net smelter return royalty on the claims. Sal Rica project During 2016, the Company acquired approximately 9,900 acres of unpatented placer mining claims from Mesa. Additionally, subsequent to the purchase of these mining claims from Mesa, the Company staked an additional 3,360 acres of unpatented placer mining claims. The Company holds these claims through the payment of annual claim maintenance fees to the U.S. Bureau of Land Management. Additionally, the claims purchased from Mesa are subject to a 2% net smelter return royalty on future production. The remaining claims staked by the Company are not subject to any royalties or work commitments. Uranium Properties Kingsville Dome project The Kingsville Dome project consists of mineral leases from private landowners on about 2,434 gross and 2,227 net acres located in central Kleberg County, Texas. The leases are held through the payment of annual rents, and the lease provide for the payment of production royalties ranging from 6.25% to 9.375%, based upon uranium sales from the respective leases. The leases have expiration dates ranging from 2000 to 2007. However, the Company continues to hold most of these leases through its ongoing restoration activities. With a few minor exceptions, the leases contain clauses that permit the Company to extend the leases not held by production by payment of an annual per acre royalty ranging from $10 to $30. The Company has paid such royalties on all material acreage. Rosita project The Rosita project consists of mineral leases from private landowners on about 2,759 gross and net acres located in north-central Duval County, Texas. The Rosita South property consists of mineral leases from private land owners on about 1,795 gross acres and 1,479 net acres located in Duval County near the Company’s Rosita project. The leases provide for the payment to the landowners of sliding scale royalties based on a percentage of uranium sales. Royalty percentages on average increase from 6.25% up to 18.25% when uranium prices reach $80.00 per pound. Under the terms of the leases, the lands can be held after the expiration of the primary and secondary terms, as long as are carrying out restoration and reclamation activities. The leases have primary and secondary terms ranging from 2012 to 2016, and provisions to extend the leases beyond the initial terms. The Company is holding these leases by payment of rentals ranging from $10 to $30 per acre. Vasquez project The Vasquez project is comprised of a mineral lease on 872 gross and net acres located in southwestern Duval County, in South Texas. The primary term expired in February 2008; however, the Company holds the lease by carrying out restoration and reclamation activities. The Company pays an annual rental fee to the landowner and the lease provides for the payment to the landowner royalties based upon 6.25% of uranium sales below $25.00 per pound and royalty rate increases on a sliding scale up to 10.25% for uranium sales occurring at or above $40.00 per pound. Butler Ranch project The Butler Ranch project was acquired as part of the Company’s Asset Exchange Agreement with Rio Grande Resources Corporation in November 2014. The property is comprised of fee leases that cover an area of about 425 acres of mineral rights. The Company can hold the leases by payment of annual rental fees, ranging from $10 to $25 per acre. Each of the leases makes provision for the payment of royalties of 10% of sales to the property owners. Leases have initial terms of 8 to 10 years and have provisions to “hold by drilling” and identifying uranium mineralization on the specific properties. During 2017 and 2018, all of the Butler Ranch mineral leases were up for renewal. Several land owners opted not to renew, resulting in a drop of acreage from approximately 1,683 to the current 425. Cebolleta project In connection with the merger of Neutron (and its wholly-owned subsidiary Cibola Resources LLC (“Cibola”)) the Company acquired the Cebolleta Lease with La Merced del Pueblo de Cebolleta (the “Cebolleta Land Grant”), a privately held land grant, to lease the Cebolleta project, which is composed of approximately 6,717 acres of fee (deeded) surface and mineral rights. The Cebolleta Lease was affirmed by the New Mexico District Court in Cibola County in April 2007. The Cebolleta Lease provides for: (i) a term of ten years and so long thereafter as Cibola is conducting operations on the Cebolleta property; (ii) initial payments to the Cebolleta Land Grant of $5,000,000; (iii) a recoverable reserve payment equal to $1.00 multiplied by the number of pounds of recoverable uranium reserves upon completion of a feasibility study to be completed within six years, less (a) the $5,000,000 referred to in (ii) above, and (b) not more than $1,500,000 in annual advance royalties previously paid pursuant to (iv); (iv) annual advanced royalty payments of $500,000; (v) gross proceeds royalties ranging from 4.50% to 8.00% based on the then current price of uranium; (vi) employment opportunities and job-skills training for the members of the Cebolleta Land Grant and (vii) funding of annual higher education scholarships for the members of the Cebolleta Land Grant. The Cebolleta Lease provides the Company with the right to explore for, mine, and process uranium deposits present on the Cebolleta project. In February 2012, the Company entered into an amendment of the Cebolleta Lease (the “Cebolleta Lease Amendment”) amending the Cebolleta Lease, subject to approval of the Thirteenth Judicial District. Pursuant to the Cebolleta Lease Amendment, the date for the completion of the feasibility study was extended from April 2013 to April 2016. In addition, the date has been further extended subject to a reduction in the $6,500,000 initial payment and annual advance royalty payments deductions to the recoverable reserve payment. The most recent negotiations have resulted in a reduction of the advance royalty payment to $350,000 for three years (2018-2020), after which the payments return to the prior formula. Additionally, and for the duration of the agreement, the requirement for a feasibility report has been removed, the reserve payment has been eliminated in favor of a single payment of $4.0 million upon commencement of production and the gross proceeds royalty has been fixed at 5.75%. Juan Tafoya project In connection with the merger with Neutron the Company acquired the fee interest in 4,097 acres in northwestern New Mexico of fee (deeded) surface and mineral rights owned by the Juan Tafoya Land Corporation (“JTLC”) and 24 leases with private owners of small tracts covering a combined area of 115 acres. The JTLC lease (the “JT Lease”) has a term of ten years, and it can be extended on a year-to-year basis thereafter, so long as the Company is conducting operations on the Juan Tafoya project. Additionally, the JT Lease required: (i) an initial payment to JTLC of $1,250,000; (ii) annual rental payments of $225,000 for the first five years of the lease and $337,500 for the second five years; (iii) after the second five years, annual base rent of $75 per acre; (iv) a gross proceeds royalty of 4.65% to 6.5% based on the prevailing price of uranium; (v) employment opportunities and job-skills training programs for shareholders of the JTLC or their heirs, (vi) periodic contributions to a community projects fund if mineral production commences from the Juan Tafoya project and (vii) funding of a scholarship program for the shareholders of the JTLC or their heirs. The Company is obligated to make the first ten years’ annual rental payments notwithstanding the right to terminate the JT Lease at any time, unless (a) the market value of uranium drops below $25 per pound, (b) a government authority bans uranium mining on the Juan Tafoya project, or (c) the project is deemed uneconomical by an independent engineering firm. The Company intends to negotiate with the JTLC on the terms for the continuation of the JT Lease. The Company’s most recent negotiations, completed in the fall of 2017, allow for a reduction of advance royalty payments to $174,000 per annum for three years (2017-2019), after which they return to the original formula. Additionally, the gross proceeds royalty rate is fixed at 4% for the remainder of the agreement. Impairment of Property, Plant and Equipment The Company recorded the following impairment charges for 2018 and 2017 related to its uranium projects and processing facilities: For the years ended December 31, 2018 2017 (thousands of dollars) Kingsville Dome project $ 2,978 $ 140 Rosita project 2,545 - Vasquez project 221 - Temrezli project 17,968 - Cebolleta/Juan Tafoya project - 11,296 Total Impairment $ 23,712 $ 11,436 The significant assumptions used in determining the future cash flows for the Company’s uranium properties and uranium plant assets at December 31, 2018 included an average long-term U3O8 price of $56.304 per pound and average operating costs and capital expenditure costs based on third-party and internal cost estimates. Estimates and assumptions used to assess recoverability of the Company’s long-lived assets and measure fair value of its uranium properties are subject to risk uncertainty. Changes in these estimates and assumptions could result in the impairment of the Company’s long-lived assets. Events that could result in the impairment of the Company’s long-lived assets include, but are not limited to, decreases in the future U3O8 prices, decreases in the estimated recoverable minerals, deterioration of process equipment from continued idled status and any event that might otherwise have a material adverse effect on its costs. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of uranium properties upon acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of uranium that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups. Impairment of Temrezli and Sefaatli Projects On June 20, 2018, the General Directorate of Mining Affairs, a department of the Turkish Ministry of Energy and Natural Resources, notified the Company that the mining and exploration licenses for its Temrezli and Sefaatli projects located in Turkey had been revoked and potential compensation will be proffered. The Company has determined that it is more likely than not that the Company will be unable to explore, develop, mine or otherwise benefit from the mineral properties and accordingly has determined that all of the uranium mineral holding property assets located in Turkey were fully impaired. The $18.0 million impairment charge reflects the accounting net book value for the uranium holding property assets and does not reflect fair market value of the assets. The Company will recognize compensation for the mining and exploration licenses when the amount of the full and fair compensation is fixed and determinable and the ability to collect is probable. Other Property Impairments The Company also recorded a $5.7 million impairment charge during the 4 th The Company’s recorded impairment charge for 2017 of $11.3 million on its Cebolleta/Juan Tafoya project was the result of declining uranium prices as the carrying value exceeded the projects cash flows on an undiscounted and discounted basis. The net carrying value of the Cebolleta/Juan Tafoya project after impairment is $7.8 million at December 31, 2018 and 2017. The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Mineral Property Expenses During the years ending December 31, 2018 and 2017, the Company’s mineral property expenses were $3.5 million and $4.6 million, respectively. Included within mineral property costs are standby costs for the Company’s three idled South Texas ISR projects along with holding, exploration and evaluation costs for all properties. The Company spent the following amounts for each of its material properties: For the year ended December 31, 2018 2017 (thousands of dollars) Temrezli project, Turkey $ 117 $ 261 Total Turkey projects 117 261 Kingsville Dome project, Texas 800 810 Rosita project, Texas 738 590 Vasquez project, Texas 631 572 Other projects, Texas 20 71 Total Texas projects 2,189 2,043 Cebolleta project, New Mexico 389 538 Juan Tafoya project, New Mexico 223 542 Total New Mexico projects 612 1,080 Columbus Basin project, Nevada 249 866 Railroad Valley, Nevada 90 241 Total Nevada projects 339 1,107 Sal Rica project, Utah 141 93 Total Utah projects 141 93 Coosa project, Alabama 140 - Total Alabama projects 140 - Total expense for the period $ 3,538 $ 4,584 |
Asset Retirement Obligation
Asset Retirement Obligation | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligation | 6. ASSET RETIREMENT OBLIGATION The Company’s mining and exploration activities are subject to various state and federal law and regulations governing the protection of the environment. The Company conducts its operations to protect public health and the environment and believes its operations are in compliance with the applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future restoration and reclamation costs are based principally on legal and regulatory requirements. Changes to the Company’s asset retirement obligation are summarized below: December 31, December 31, 2018 2017 (thousands of dollars) Balance, beginning of period $ 5,731 $ 4,789 Liabilities settled (521 ) (97 ) Accretion expense 993 1,039 Balance, end of period 6,203 5,731 Less: Included in liabilities held for sale - - Less: Current portion (708 ) (1,078 ) Non-current portion $ 5,495 $ 4,653 As of December 31, 2018, the Company’s asset retirement obligation was fully secured by surety bonds totaling $9.4 million, which were partially collateralized with restricted cash totaling $3.7 million. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | 7. OTHER LONG-TERM LIABILITIES Other long-term liabilities and deferred credits on the balance sheet consisted of: December 31, 2018 2017 (thousands of dollars) Royalties payable (1) $ 500 $ 500 $ 500 $ 500 _________________ (1) Royalties payable were derived during prior years of production. Liabilities do not accrue interest or have a stated maturity date. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 8. STOCKHOLDERS’ EQUITY Common Stock Issued, Net of Issuance Costs Registered Direct Offering On June 14, 2018, the Company completed a registered direct offering of securities with Aspire Capital for net proceeds of $2.9 million. The securities consisted of 3,717,773 shares of common stock at a price of $0.34 per share for net proceeds of $1.3 million and 4,968,518 pre-funded common stock warrants at a price of $0.33 per warrant for net proceeds of $1.6 million. The exercise price of the warrants is $0.01 per share and the warrants were exercised on a net basis on August 7, 2018, resulting in the issuance of 4,825,509 shares of common stock. The Company did not incur underwriting discounts or commissions with this offering. The previous Common Stock Purchase Agreement (“CSPA”) with Aspire Capital dated September 25, 2017 was terminated on June 14, 2018 concurrently with the launch of the registered direct offering. Controlled Equity Offering Sales Agreement with Cantor Fitzgerald (“Cantor”) On April 14, 2017, the Company entered into the ATM Offering with Cantor acting as sales agent. Under the ATM Offering, the Company may from time to time sell shares of its common stock having an aggregate offering amount up to $30.0 million in “at-the-market” offerings, $8.0 million of which shares are registered for sale under a registration statement on Form S-3, which was declared effective on March 9, 2017. The Company pays Cantor a commission of up to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM Offering. As of January 31, 2019, the Company had sold 23,573,682 shares of common stock for net proceeds of $5.9 million under the ATM Offering, of which, 20,900,173 shares of common stock and net proceeds of $4.5 million was sold in the year ended December 31, 2018. As a result, the Company had approximately $23.9 million remaining available for future sales under the ATM Offering, of which $3.1 million has been registered for sale. Common Stock Purchase Agreement (“CSPA”) with Aspire Capital On September 25, 2017, the Company entered into the CSPA with Aspire Capital to place up to $22.0 million in the aggregate of the Company’s common stock on an ongoing basis when required by the Company over a term of 30 months. As consideration for Aspire Capital entering into the purchase agreement, the Company issued 880,000 shares of its common stock to Aspire Capital. On September 27, 2017, pursuant to the CSPA and after satisfaction of certain commencement conditions, Aspire Capital made an initial purchase of 1,428,571 shares of common stock for which the Company received net proceeds of $2.0 million. Through its termination on June 14, 2018 in connection with the registered direct offering described above, Aspire Capital purchased an additional 2,725,096 shares of common stock for which the Company received net proceeds of $1.5 million, of which, 2,575,096 shares of common stock and net proceeds of $1.3 million was received in the year ended December 31, 2018. Common Stock Issued for Acquisition of Alabama Graphite As discussed in Note 3 above, on April 23, 2018, the Company issued 11,625,210 shares of common stock in exchange for 100% of the outstanding shares of Alabama Graphite as part of the purchase consideration paid to acquire Alabama Graphite. Common Stock Issued for Purchase of Lithium Properties On April 18, 2018, the Company issued 200,000 shares of common stock, with a fair value on the date of issuance of $114,000 for an option agreement to purchase a block of unpatented placer mining claims covering an area of approximately 3,000 acres within the Columbus Salt Marsh area of Esmeralda County, Nevada. Common Stock Issued for Consulting Services On May 3, 2018, the Company issued 172,727 shares of common stock, with a fair value on the date of issuance of $95,000 for consideration of consulting services that will be provided to the Company over the ensuing twelve months. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | 9. STOCK BASED COMPENSATION Stock-based compensation awards consist of stock options, restricted stock units, restricted stock awards and bonus shares issued under the Company’s equity incentive plans which include: the 2013 Omnibus Incentive Plan (the “2013 Plan”); the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ Plan”); and the 2004 Stock Incentive Plan (the “2004 Plan”). Upon approval of the 2013 Plan by the Company’s stockholders on June 4, 2013, the Company’s authority to grant new awards under all plans other than the 2013 Plan was terminated. On July 18, 2017, the Company’s stockholders approved an amendment to the 2013 Plan to increase the authorized number of shares of common stock available and reserved for issuance under the 2013 Plan by 1.0 million shares and re-approve the material terms of the performance goals under such plan. Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. The maximum number of the Company’s common stock that may be reserved for issuance under the 2013 Plan is 1,083,333 shares of common stock, plus unissued shares under the prior plans. Equity awards under the 2013 Plan are granted from time to time at the discretion of the Compensation Committee of the Board (the “Committee”), with vesting periods and other terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other Committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan. As of December 31, 2018, 13,905 shares were available for future issuances under the 2013 Plan. For the years ending December 31, 2018 and 2017, the Company recorded stock-based compensation expense of $0.3 million and $0.1 million, respectively. Stock compensation expense is recorded in general and administrative expenses. In addition to the plans above, upon closing of the Company’s acquisition of Anatolia Energy Limited in November 2015, the Company issued 374,749 replacement options and performance shares to the option holders and performance shareholders of Anatolia Energy Limited. The number of replacement options and performance shares was based upon the Black-Scholes value with the exercise prices of the replacement options and performance shares determined using the exchange rate of 0.00548. The options and performance shares were issued with the same terms and conditions as were applicable prior to the acquisition of Anatolia Energy Limited. As of December 31, 2018, there were 25,271 replacement options outstanding and no performance shares outstanding. In addition to the plans above, upon closing of the Company’s acquisition of Alabama Graphite in April 2018, the Company issued 2,508,378 replacement options and warrants to the option and warrant holders of Alabama Graphite. The number of replacement options and warrants shares was determined using the arrangement exchange rate of 0.08. The exercise prices for the option and warrant shares were first converted for the exchange rate of 0.08 and then converted to USD using the exchange rate on December 13, 2017 of 0.77809 (CAD to USD). The options and warrant shares were issued with the same terms and conditions as were applicable prior to the acquisition of Alabama Graphite. As of December 31, 2018, there were 289,600 replacement options and 571,985 replacement warrants outstanding. Stock Options Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company estimates forfeitures based on historical trends. The following table summarizes stock options outstanding and changes during the years ended December 31, 2018 and 2017: December 31, December 31, 2018 2017 Number of Stock Options Weighted Average Exercise Price Number of Stock Options Weighted Average Exercise Price Stock options outstanding at beginning of period 286,174 $ 5.53 110,828 $ 18.24 Granted 812,689 0.98 189,164 1.40 Expired (140,374 ) 5.97 (13,818 ) 50.88 Canceled or forfeited - - - - Stock options outstanding at end of period 958,489 $ 1.60 286,174 $ 5.53 Stock options exercisable at end of period 958,489 $ 1.60 97,010 $ 13.59 The following table summarizes stock options outstanding and exercisable by stock option plan at December 31, 2018: Outstanding Stock Options Exercisable Stock Options Stock Option Plan Number of Stock Options Outstanding Weighted Average Exercise Price Number of Stock Options Exercisable Weighted Average Exercise Price 2004 Plan 4,792 $ 35.14 4,792 $ 35.14 2004 Directors' Plan 556 186.00 556 186.00 2013 Plan 638,270 0.71 638,270 0.71 Replacement Options - AGC 289,600 1.61 289,600 1.61 Replacement Options-AEK 25,271 13.41 25,271 13.41 958,489 $ 1.60 958,489 $ 1.60 Restricted Stock Units Time-based and performance-based RSUs are valued using the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Committee at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria. The following table summarizes RSU activity for the years ending December 31, 2018 and 2017: December 31, December 31, 2018 2017 Number of RSUs Weighted-Average Grant Date Fair Value Number of RSUs Weighted-Average Grant Date Fair Value Unvested RSUs at beginning of period 178,897 $ 1.40 8,649 $ 43.71 Granted - - 304,064 1.40 Forfeited (37,674 ) 1.40 (34,845 ) 5.72 Vested (28,245 ) 1.40 (98,971 ) 2.50 Unvested RSUs at end of period 112,978 $ 1.40 178,897 $ 1.40 |
Federal Income Taxes
Federal Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Federal Income Taxes | 10. FEDERAL INCOME TAXES The Company recognizes future tax assets and liabilities for each tax jurisdiction based on the difference between the financial reporting and tax bases of assets and liabilities using the enacted tax rates expected to be in effect when the taxes are paid or recovered. A valuation allowance is provided against net future tax assets for which the Company does not consider the realization of such assets to meet the required “more likely than not” standard. The Company’s future tax assets and liabilities at December 31, 2018 and 2017 include the following components: December 31, 2018 2017 (thousands of dollars) Deferred tax assets: Non-Current: Net operating loss carryforwards $ 11,666 $ 56,781 Mineral properties 10,301 7,237 Accrued vacation 22 17 Reclamation provision 149 224 Capital loss carryforwards 728 1,013 Restoration reserves 1,154 980 Capitalized transaction costs 1,168 912 Other 4,492 4,123 Deferred tax assets 29,680 71,287 Valuation allowance (29,063 ) (68,121 ) Net deferred tax assets 617 3,166 Deferred tax liabilities: Non-Current: Derivatives (590 ) (590 ) Mineral properties, Turkey - (1,437 ) Securities (27 ) (106 ) Property, plant and equipment - (1,033 ) Deferred tax liabilities (617 ) (3,166 ) Net deferred tax asset (liability) $ - $ - The composition of the valuation allowance by tax jurisdiction is summarized as follows: December 31, 2018 2017 (thousands of dollars) United States $ 15,616 $ 60,920 Canada 1,999 - Australia 5,190 5,187 Turkey 6,258 2,014 Total valuation allowance $ 29,063 $ 68,121 The valuation allowance decreased $39.1 million from the year ended December 31, 2017 to the year ended December 31, 2018. There was an increase in the net deferred tax assets, net operating loss carryforwards (“NOLs”), equity-based compensation and exploration spending on mineral properties. Additionally, the merger with Alabama Graphite Corporation increased the net deferred tax assets. The decrease in net deferred tax assets resulted primarily from expiring US net operating loss carryforwards and US section 382 limitations. In December 2017, the United States enacted comprehensive tax reform legislation known as the “Tax Cuts and Jobs Act’ that, among other things, reduces the U.S. Federal corporate income tax rate from 35% to 21% and implements a territorial tax system, but imposes an alternative ‘base erosion and anti-abuse tax’ (‘BEAT’), and incremental tax on global intangible low tax foreign income (‘GILTI’) effective January 1, 2018. The Company has selected an accounting policy with respect to both the new BEAT and GILTI rules to compute the related taxes in the period the Company become subject to these rules. There were no inclusions of either taxes during the year ended December 31, 2018. Because the Company does not believe it is more likely than not that the net deferred tax assets will be realized, the Company continues to record a 100% valuation against the net deferred tax assets. At December 31, 2018, the Company had U.S. net operating loss carryforwards of approximately $256 million which expire from 2019 to indefinite availability. As a result of the Tax Cuts and Jobs Act of 2017, U.S. net operating losses generated in years ending after 2017 have an indefinite carryforward rather than the previous 20-year carryforward. This does not impact losses incurred in years ended in 2017 or earlier. The U.S. net operating loss carryforward included approximately $32.8 million in net operating loss carryforwards associated with the Neutron merger and approximately $1.6 million associated with the Alabama Graphite merger. At December 31, 2018, the Company had U.S. capital loss carryforwards of approximately $0.5 million, which expire from 2021 to 2022. In addition, at December 31, 2018, the Company had Australian net operating loss carryforwards of $13.5 million, including approximately $13.3 million associated with the Anatolia Transaction which are available indefinitely, subject to continuing to meet relevant statutory tests. In Turkey, the Company had net operating loss carryforwards of approximately $2.1 million, which expire from 2019 to 2023. Finally, during 2018, the Company had Canadian operating loss carryovers of approximately $6.7 million associated with the Alabama Graphite merger. Section 382 of the Internal Revenue Code could apply and limit the Company’s ability to utilize a portion of the U.S. net operating loss carryforwards. Following the issuance of the Company’s Common Stock in 2001, the Neutron merger in 2012, the Anatolia Transaction in 2015 and the Alabama Graphite acquisition in 2018, the ability to utilize the net operating loss carryforwards will be severely limited on an annual and aggregate basis. A formal Section 382 study would be required to determine the actual allowable usage of US net operating loss carryforwards. However, based on information currently available, the Company currently estimates that $234.8 million of the US net operating losses will not be able to be utilized and have reduced the Company’s deferred tax asset accordingly. This resulted in a decrease in the valuation allowance. For financial reporting purposes, loss from operations before income taxes consists of the following components: For the calendar year ended December 31, 2018 2017 (thousands of dollars) United States $ (17,285 ) $ (18,782 ) Canada (21 ) - Australia (9 ) (1 ) Turkey (18,372 ) (505 ) $ (35,687 ) $ (19,288 ) A reconciliation of expected income tax on net income at statutory rates is as follows: Year ended December 31, 2018 2017 (thousands of dollars) Net loss $ (35,687 ) $ (19,288 ) Statutory tax rate 21 % 34 % Tax recovery at statutory rate (7,494 ) (6,558 ) Foreign tax rate (801 ) 71 Change in US tax rates 1 37,233 Other adjustments (1,076 ) - Capital loss carryforward adjustment 367 (44 ) Operating loss carryforward adjustment 271 710 Operating loss Section 382 adjustment 49,303 - Nondeductible write-offs 2 15 Change in valuation allowance (40,573 ) (31,427 ) Income tax expense (recovery) $ - $ - The Company does not have any uncertain tax positions. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of the interest expense and operating expense, respectively. Westwater Resources, Inc., and its wholly owned subsidiaries, files in the U.S. federal jurisdiction and various state jurisdictions. Anatolia Energy Limited and Anatolia Uranium Pty Ltd file in the Australian jurisdiction and Adur Madencilik files in the Turkish jurisdiction. Alabama Graphite Corporation files in the Canadian and U.S. federal and state jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Environmental Considerations The Company’s uranium recovery operations are subject to federal and state regulations for the protection of the environment, including water quality. Future closure and reclamation costs are provided for as each pound of uranium is produced on a unit-of-production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on their accrual for costs. The Company believes its operations are compliant with current environmental regulations. Sales Contracts In March 2006, the Company first amended its sales contracts with Itochu Corporation (“Itochu”) and UG U.S.A., Inc. (“UG”) that superseded the previously existing contracts. Each contract provides for delivery of one- half of the Company’s actual production from its properties in Texas currently owned or hereafter acquired by the Company (excluding two specifically identified large ranch properties in South Texas). Uranium deliveries from the inception of the contracts through December 31, 2018 have totaled approximately 510,000 pounds to Itochu and 480,000 pounds to UG. Legal Settlements At any given time, the Company may enter into negotiations to settle outstanding legal proceedings and any resulting accruals will be estimated based on the relevant facts and circumstances applicable at that time. The Company does not expect that such settlements will, individually or in the aggregate, have a material effect on its financial position, results of operations or cash flows. |
Geographic and Segment Informat
Geographic and Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Geographic and Segment Information | 12. GEOGRAPHIC AND SEGMENT INFORMATION The Company currently operates in three reportable segments, which are uranium, lithium and graphite mining activities, including exploration, standby operations and restoration and reclamation activities. As a part of these activities, the Company also explores, evaluates and, if warranted, permits uranium, lithium and graphite properties. The Company’s long-term assets were $25.8 million and $42.4 million as of December 31, 2018 and December 31, 2017, respectively. The long-term assets located in the United States totaled $25.8 million or 100% and $24.4 million or 58% of total long-term assets as of December 31, 2018 and December 31, 2017, respectively. The Company reported no revenues for the years ending December, 31, 2018 and December 31, 2017. The reportable segments are those operations whose operating results are reviewed by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance provided those operations pass certain quantitative thresholds. Operations whose revenues, earnings or losses or assets exceed or are expected to exceed 10% of the total consolidated revenue, earnings or losses or assets are reportable segments. Information about current assets and liabilities of the segments has not been provided because the information is not used to assess performance. The table below provides a breakdown of the long-term assets by reportable segments as of December 31, 2018 and December 31, 2017: December 31, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 162 $ 11,418 $ - $ 8,973 $ 20,553 Restricted cash - 3,722 - 10 3,732 Notes receivable, non-current - 1,493 - - 1,493 Total long-term assets $ 162 $ 16,633 $ - $ 8,983 $ 25,778 December 31, 2017 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 211 $ 35,198 $ - $ - $ 35,409 Restricted cash - 3,668 - - 3,668 Notes receivable, non-current 834 2,494 - - 3,328 Total long-term assets $ 1,045 $ 41,360 $ - $ - $ 42,405 The table below provides a breakdown of the reportable segments for the years ended December 31, 2018 and December 31, 2017. Non-mining activities and other administrative operations are reported in the Corporate column. Year Ended December 31, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ - $ 2,917 $ 481 $ 140 $ 3,538 General and administrative 4,986 1,846 - 525 7,357 Acquisition related expenses 333 - - - 333 Accretion of asset retirement costs - 993 - - 993 Depreciation and amortization 5 110 - 1 116 Impairment of Uranium properties - 23,712 - - 23,712 5,324 29,578 481 666 36,049 Loss from operations (5,324 ) (29,578 ) (481 ) (666 ) (36,049 ) Other income 196 168 - 1 365 Loss before taxes $ (5,128 ) $ (29,410 ) $ (481 ) $ (665 ) $ (35,684 ) Year Ended December 31, 2017 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ - $ 3,383 $ 1,201 $ - $ 4,584 General and administrative 4,791 1,823 - - 6,614 Acquisition related expenses 1,003 - - - 1,003 Accretion of asset retirement costs - 1,039 - - 1,039 Depreciation and amortization 5 137 - - 142 Impairment of Uranium properties - 11,436 - - 11,436 5,799 17,818 1,201 - 24,818 Loss from operations (5,799 ) (17,818 ) (1,201 ) - (24,818 ) Other income 573 4,957 - - 5,530 Loss before taxes $ (5,226 ) $ (12,861 ) $ (1,201 ) $ - $ (19,288 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) and include the accounts of WWR and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“US GAAP”) requires management to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates included in the preparation of the financial statements are related to asset retirement obligations; stock-based compensation and asset impairment, including estimates used to derive future cash flows or market value associated with those assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Management considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash deposits in excess of federally insured limits. Management monitors the soundness of the financial institution and believe the risk is negligible. |
Available-for-Sale Investments | Available-for-Sale Investments Management determines the appropriate classification of the Company’s investments at the time of purchase and re-evaluates such determinations each reporting date. Marketable equity securities are categorized as available-for-sale and carried at fair market value on the Balance Sheet. Unrealized gains and losses are included as a component of accumulated other comprehensive loss, unless an other-than-temporary impairment in value has occurred in which case the unrealized loss would be charged to current period loss as an impairment charge. Unrealized gains and losses originally included in accumulated other comprehensive income are reclassified to current period net loss when the sale of securities occurs or when a security is impaired. |
Property, Plant and Equipment | Property, Plant and Equipment Facilities and Equipment Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are amortized using the units of production method. During the periods that the Company’s facilities are not in production, depreciation of its facilities and equipment is suspended as the assets are not in service. Mineral Properties Mineral rights acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred. When management determines that a mineral right can be economically developed in accordance with U.S. GAAP, the costs then incurred to develop such property will be capitalized. During the periods that the Company’s facilities are not in production, depletion of its mineral interests, permits, licenses and development properties is suspended as the assets are not in service. If mineral properties are subsequently abandoned or impaired, any non-depleted costs will be charged to loss in that period. Other Property, Plant and Equipment Other property, plant and equipment consisted of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed. |
Asset Impairment | Asset Impairment The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets. An impairment loss is measured and recorded based on discounted estimated future cash flows or upon an estimate of fair value that may be received in an exchange transaction. Future cash flows are estimated based on quantities of recoverable minerals, expected uranium and graphite prices, production levels and operating costs of production and capital, based upon the projected remaining future uranium or graphite production from each project. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of uranium or graphite that will be obtained after taking into account losses during processing and treatment. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is likely that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, uranium and graphite prices, production levels and operating costs of production and availability and cost of capital are each subject to significant risks and uncertainties. |
Assets held for sale | Assets held for sale The Company considers assets to be held for sale when management approves and commits to a formal plan to actively market the assets for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the Company records the carrying value of the assets at the lower of its carrying value or its estimated fair value, less costs to sell. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. For the years ended December 31, (thousands of dollars) 2018 2017 Cash and cash equivalents $ 1,577 $ 4,054 Restricted cash - pledged deposits for performance bonds 3,732 3,668 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 5,309 $ 7,722 Funds deposited by the Company for collateralization of performance obligations are not available for the payment of general corporate obligations and are not included in cash equivalents. Restricted cash consists of pledged certificates of deposit and money market accounts. The bonds are collateralized performance bonds required for future restoration and reclamation obligations related to the Company’s south Texas uranium production properties. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash equivalents and restricted cash and short-term investments. U.S. GAAP defines “fair value” as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and establishes a fair-value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Periodically throughout the year, the Company has maintained balances in various U.S. operating accounts in excess of U.S. federally insured limits. The following table presents information about financial instruments recognized at fair value on a recurring basis as of December 31, 2018 and 2017, and indicates the fair value hierarchy: December 31, 2018 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 415 $ - $ - $ 415 Total current assets recorded at fair value $ 415 $ - $ - $ 415 Non-current Assets Restricted cash $ 3,732 $ - - $ 3,732 Total non-current assets recorded at fair value $ 3,732 $ - $ - $ 3,732 December 31, 2017 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 1,361 $ - $ - $ 1,361 Total current assets recorded at fair value $ 1,361 $ - $ - $ 1,361 Non-current Assets Restricted cash $ 3,668 $ - - $ 3,668 Total non-current assets recorded at fair value $ 3,668 $ - $ - $ 3,668 |
Asset Retirement Obligations | Asset Retirement Obligations Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its ISR projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s South Texas ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates using level 3 inputs, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. If the Company does not have a recorded value for the related asset, then the asset retirement cost is expensed as incurred. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability which is based upon the percentage of completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to income or expense and is included as part of the Company’s mineral property expense for the period. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary. |
Loss Per Share | Loss Per Share Basic loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted loss per share is not presented as the effect on the basic loss per share would be anti-dilutive. At December 31, 2018 and 2017, the Company had 1,826,785 and 648,404, respectively, in potentially dilutive securities. |
Foreign Currency | Foreign Currency The functional currency for all foreign subsidiaries of the Company was determined to be the U.S. dollar since its recently acquired foreign subsidiaries are direct and integral components of WWR and are dependent upon the economic environment of WWR’s functional currency. Accordingly, the Company has translated its monetary assets and liabilities at the period-end exchange rate and the non-monetary assets and liabilities at historical rates, with income and expenses translated at the average exchange rate for the current period. All translation gains and losses have been included in the current period loss. |
Notes Receivable | Notes Receivable These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Assets with lives beyond one year are carried at amortized cost using the effective interest method less any provision for impairment. Assets with lives under a year are undiscounted and carried at full cost. Management monitors these assets for credit quality and recoverability on a quarterly basis, including the value of any collateral. If the value of the collateral, less selling or recovery costs, exceeds the recorded investment in the asset, no impairment costs would be recorded. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-01 (ASU 2017-01), Business Combinations: Clarifying the Definition of a Business, which clarifies the definition of a business when determining whether a company has acquired or sold a business. The ASU applies to all entities and is effective for annual periods ending after December 15, 2017, and interim periods thereafter, with early adoption permitted under certain circumstances. The Company utilized the updated “Definition of a Business” in ASC 805 for the Alabama Graphite acquisition and determined that the transaction should be recorded as an asset acquisition under ASC 360. In May 2014, the FASB issued Accounting Standards Update (“ASU” 2014-09, “Revenue from Contracts with Customers (Topic 606).” |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the statement of cash flows. For the years ended December 31, (thousands of dollars) 2018 2017 Cash and cash equivalents $ 1,577 $ 4,054 Restricted cash - pledged deposits for performance bonds 3,732 3,668 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 5,309 $ 7,722 |
Schedule of Financial Instruments Recognized at Fair Value on Recurring Basis | The following table presents information about financial instruments recognized at fair value on a recurring basis as of December 31, 2018 and 2017, and indicates the fair value hierarchy: December 31, 2018 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 415 $ - $ - $ 415 Total current assets recorded at fair value $ 415 $ - $ - $ 415 Non-current Assets Restricted cash $ 3,732 $ - - $ 3,732 Total non-current assets recorded at fair value $ 3,732 $ - $ - $ 3,732 December 31, 2017 (thousands of dollars) Level 1 Level 2 Level 3 Total Current Assets Short-term available-for-sale investments $ 1,361 $ - $ - $ 1,361 Total current assets recorded at fair value $ 1,361 $ - $ - $ 1,361 Non-current Assets Restricted cash $ 3,668 $ - - $ 3,668 Total non-current assets recorded at fair value $ 3,668 $ - $ - $ 3,668 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following summarizes the preliminary allocation of purchase price to the fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Consideration: Cash $ 2,397 Issuance of 11,625,210 common shares for replacement of Alabama Graphite shares 6,394 Issuance of 364,000 options for replacement of Alabama Graphite options 36 Issuance of 2,144,378 warrants for replacement of Alabama Graphite warrants 54 $ 8,881 The fair value of the consideration given was allocated as follows: Assets: Cash and cash equivalents $ 17 Short-term receivables 113 Prepaid expenses 42 Property, plant, equipment and graphite mineral interests 8,973 Total assets 9,145 Liabilities: Accounts payable and accrued liabilities 264 Total liabilities 264 Net assets $ 8,881 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Receivable | The following tables show the notes receivable, accrued interest and unamortized discount on the Company’s notes receivable as of December 31, 2018 and December 31, 2017. December 31, 2018 (thousands of dollars) Note Plus Accrued Less Note Balance Current Assets Notes receivable Laramide – current $ 1,500 $ 45 $ - $ 1,545 Subtotal Notes Receivable – current $ 1,500 $ 45 $ - $ 1,545 Non-current Assets Notes receivable – Laramide – non-current $ 2,000 $ - $ (507 ) $ 1,493 Total Notes Receivable – current and non-current $ 3,500 $ 45 $ (507 ) $ 3,038 December 31, 2017 (thousands of dollars) Note Plus Accrued Less Note Balance Current Assets Notes receivable Laramide – current $ 1,500 $ 250 $ - $ 1,750 Subtotal Notes Receivable – current $ 1,500 $ 250 $ - $ 1,750 Non-current Assets Notes receivable – Laramide – non-current $ 3,500 $ - $ (1,005 ) $ 2,495 Notes receivable – Alabama Graphite Corp. 832 1 - 833 Subtotal Notes Receivable – non-current $ 4,332 $ 1 $ (1,005 ) $ 3,328 Total Notes Receivable – current and non-current $ 5,832 $ 251 $ (1,005 ) $ 5,078 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Net Book Value of Property, Plant and Equipment at December 31, 2018 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ - $ 3,256 $ - $ - $ - $ 3,256 Mineral rights and properties - - 8,973 7,806 - 16,779 Other property, plant and equipment 8 348 - - 162 518 Total $ 8 $ 3,604 $ 8,973 $ 7,806 $ 162 $ 20,553 Net Book Value of Property, Plant and Equipment at December 31, 2017 (thousands of dollars) Turkey Texas Alabama New Mexico Corporate Total Uranium plant $ - $ 8,304 $ - $ - $ - $ 8,304 Mineral rights and properties 17,968 - - 7,806 - 25,774 Other property, plant and equipment 11 1,109 - - 211 1,331 Total $ 17,979 $ 9,413 $ - $ 7,806 $ 211 $ 35,409 (Note: Acreage amounts are unaudited.) |
Summary of Impairment Expense by Project | The Company recorded the following impairment charges for 2018 and 2017 related to its uranium projects and processing facilities: For the years ended December 31, 2018 2017 (thousands of dollars) Kingsville Dome project $ 2,978 $ 140 Rosita project 2,545 - Vasquez project 221 - Temrezli project 17,968 - Cebolleta/Juan Tafoya project - 11,296 Total Impairment $ 23,712 $ 11,436 |
Schedule of Mineral Property Expenses | The Company spent the following amounts for each of its material properties: For the year ended December 31, 2018 2017 (thousands of dollars) Temrezli project, Turkey $ 117 $ 261 Total Turkey projects 117 261 Kingsville Dome project, Texas 800 810 Rosita project, Texas 738 590 Vasquez project, Texas 631 572 Other projects, Texas 20 71 Total Texas projects 2,189 2,043 Cebolleta project, New Mexico 389 538 Juan Tafoya project, New Mexico 223 542 Total New Mexico projects 612 1,080 Columbus Basin project, Nevada 249 866 Railroad Valley, Nevada 90 241 Total Nevada projects 339 1,107 Sal Rica project, Utah 141 93 Total Utah projects 141 93 Coosa project, Alabama 140 - Total Alabama projects 140 - Total expense for the period $ 3,538 $ 4,584 |
Asset Retirement Obligation (Ta
Asset Retirement Obligation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Asset Retirement Obligation | Changes to the Company’s asset retirement obligation are summarized below: December 31, December 31, 2018 2017 (thousands of dollars) Balance, beginning of period $ 5,731 $ 4,789 Liabilities settled (521 ) (97 ) Accretion expense 993 1,039 Balance, end of period 6,203 5,731 Less: Included in liabilities held for sale - - Less: Current portion (708 ) (1,078 ) Non-current portion $ 5,495 $ 4,653 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities and Deferred Credits | Other long-term liabilities and deferred credits on the balance sheet consisted of: December 31, 2018 2017 (thousands of dollars) Royalties payable (1) $ 500 $ 500 $ 500 $ 500 _________________ (1) Royalties payable were derived during prior years of production. Liabilities do not accrue interest or have a stated maturity date. |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options Outstanding | The following table summarizes stock options outstanding and changes during the years ended December 31, 2018 and 2017: December 31, December 31, 2018 2017 Number of Stock Options Weighted Average Exercise Price Number of Stock Options Weighted Average Exercise Price Stock options outstanding at beginning of period 286,174 $ 5.53 110,828 $ 18.24 Granted 812,689 0.98 189,164 1.40 Expired (140,374 ) 5.97 (13,818 ) 50.88 Canceled or forfeited - - - - Stock options outstanding at end of period 958,489 $ 1.60 286,174 $ 5.53 Stock options exercisable at end of period 958,489 $ 1.60 97,010 $ 13.59 |
Summary of Stock Options Outstanding and Exercisable by Stock Option Plan | The following table summarizes stock options outstanding and exercisable by stock option plan at December 31, 2018: Outstanding Stock Options Exercisable Stock Options Stock Option Plan Number of Stock Options Outstanding Weighted Average Exercise Price Number of Stock Options Exercisable Weighted Average Exercise Price 2004 Plan 4,792 $ 35.14 4,792 $ 35.14 2004 Directors' Plan 556 186.00 556 186.00 2013 Plan 638,270 0.71 638,270 0.71 Replacement Options - AGC 289,600 1.61 289,600 1.61 Replacement Options-AEK 25,271 13.41 25,271 13.41 958,489 $ 1.60 958,489 $ 1.60 |
Summary of Status of Non-vested Restricted Shares | The following table summarizes RSU activity for the years ending December 31, 2018 and 2017: December 31, December 31, 2018 2017 Number of RSUs Weighted-Average Grant Date Fair Value Number of RSUs Weighted-Average Grant Date Fair Value Unvested RSUs at beginning of period 178,897 $ 1.40 8,649 $ 43.71 Granted - - 304,064 1.40 Forfeited (37,674 ) 1.40 (34,845 ) 5.72 Vested (28,245 ) 1.40 (98,971 ) 2.50 Unvested RSUs at end of period 112,978 $ 1.40 178,897 $ 1.40 |
Federal Income Taxes (Tables)
Federal Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Future Tax Assets and Liabilities | The Company’s future tax assets and liabilities at December 31, 2018 and 2017 include the following components: December 31, 2018 2017 (thousands of dollars) Deferred tax assets: Non-Current: Net operating loss carryforwards $ 11,666 $ 56,781 Mineral properties 10,301 7,237 Accrued vacation 22 17 Reclamation provision 149 224 Capital loss carryforwards 728 1,013 Restoration reserves 1,154 980 Capitalized transaction costs 1,168 912 Other 4,492 4,123 Deferred tax assets 29,680 71,287 Valuation allowance (29,063 ) (68,121 ) Net deferred tax assets 617 3,166 Deferred tax liabilities: Non-Current: Derivatives (590 ) (590 ) Mineral properties, Turkey - (1,437 ) Securities (27 ) (106 ) Property, plant and equipment - (1,033 ) Deferred tax liabilities (617 ) (3,166 ) Net deferred tax asset (liability) $ - $ - |
Schedule of Valuation Allowance by Tax Jurisdiction | The composition of the valuation allowance by tax jurisdiction is summarized as follows: December 31, 2018 2017 (thousands of dollars) United States $ 15,616 $ 60,920 Canada 1,999 - Australia 5,190 5,187 Turkey 6,258 2,014 Total valuation allowance $ 29,063 $ 68,121 |
Schedule of Loss From Operations Before Income Taxes | For financial reporting purposes, loss from operations before income taxes consists of the following components: For the calendar year ended December 31, 2018 2017 (thousands of dollars) United States $ (17,285 ) $ (18,782 ) Canada (21 ) - Australia (9 ) (1 ) Turkey (18,372 ) (505 ) $ (35,687 ) $ (19,288 ) |
Schedule of Reconciliation of Expected Income Tax on Net Income at Statutory Rates | A reconciliation of expected income tax on net income at statutory rates is as follows: Year ended December 31, 2018 2017 (thousands of dollars) Net loss $ (35,687 ) $ (19,288 ) Statutory tax rate 21 % 34 % Tax recovery at statutory rate (7,494 ) (6,558 ) Foreign tax rate (801 ) 71 Change in US tax rates 1 37,233 Other adjustments (1,076 ) - Capital loss carryforward adjustment 367 (44 ) Operating loss carryforward adjustment 271 710 Operating loss Section 382 adjustment 49,303 - Nondeductible write-offs 2 15 Change in valuation allowance (40,573 ) (31,427 ) Income tax expense (recovery) $ - $ - |
Geographic and Segment Inform_2
Geographic and Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The table below provides a breakdown of the long-term assets by reportable segments as of December 31, 2018 and December 31, 2017: December 31, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 162 $ 11,418 $ - $ 8,973 $ 20,553 Restricted cash - 3,722 - 10 3,732 Notes receivable, non-current - 1,493 - - 1,493 Total long-term assets $ 162 $ 16,633 $ - $ 8,983 $ 25,778 December 31, 2017 (thousands of dollars) Corporate Uranium Lithium Graphite Total Net property, plant and equipment $ 211 $ 35,198 $ - $ - $ 35,409 Restricted cash - 3,668 - - 3,668 Notes receivable, non-current 834 2,494 - - 3,328 Total long-term assets $ 1,045 $ 41,360 $ - $ - $ 42,405 The table below provides a breakdown of the reportable segments for the years ended December 31, 2018 and December 31, 2017. Non-mining activities and other administrative operations are reported in the Corporate column. Year Ended December 31, 2018 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ - $ 2,917 $ 481 $ 140 $ 3,538 General and administrative 4,986 1,846 - 525 7,357 Acquisition related expenses 333 - - - 333 Accretion of asset retirement costs - 993 - - 993 Depreciation and amortization 5 110 - 1 116 Impairment of Uranium properties - 23,712 - - 23,712 5,324 29,578 481 666 36,049 Loss from operations (5,324 ) (29,578 ) (481 ) (666 ) (36,049 ) Other income 196 168 - 1 365 Loss before taxes $ (5,128 ) $ (29,410 ) $ (481 ) $ (665 ) $ (35,684 ) Year Ended December 31, 2017 (thousands of dollars) Corporate Uranium Lithium Graphite Total Statement of Operations Mineral property expenses $ - $ 3,383 $ 1,201 $ - $ 4,584 General and administrative 4,791 1,823 - - 6,614 Acquisition related expenses 1,003 - - - 1,003 Accretion of asset retirement costs - 1,039 - - 1,039 Depreciation and amortization 5 137 - - 142 Impairment of Uranium properties - 11,436 - - 11,436 5,799 17,818 1,201 - 24,818 Loss from operations (5,799 ) (17,818 ) (1,201 ) - (24,818 ) Other income 573 4,957 - - 5,530 Loss before taxes $ (5,226 ) $ (12,861 ) $ (1,201 ) $ - $ (19,288 ) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Potentially dilutive securities | 1,826,785 | 648,404 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 1,577 | $ 4,054 |
Restricted cash - pledged deposits for performance bonds | 3,732 | 3,668 |
Cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 5,309 | $ 7,722 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Financial Instruments Recognized at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term available-for-sale investments | $ 415 | $ 1,361 |
Total current assets recorded at fair value | 415 | 1,361 |
Restricted cash | 3,732 | 3,668 |
Total non-current assets recorded at fair value | 3,732 | 3,668 |
Fair Value, Inputs, Level 1 [Member] | ||
Short-term available-for-sale investments | 415 | 1,361 |
Total current assets recorded at fair value | 415 | 1,361 |
Restricted cash | 3,732 | 3,668 |
Total non-current assets recorded at fair value | 3,732 | 3,668 |
Fair Value, Inputs, Level 2 [Member] | ||
Short-term available-for-sale investments | ||
Total current assets recorded at fair value | ||
Restricted cash | ||
Total non-current assets recorded at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Short-term available-for-sale investments | ||
Total current assets recorded at fair value | ||
Restricted cash | ||
Total non-current assets recorded at fair value |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands | Mar. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash balances | $ 1,577 | $ 4,054 | |
Working capital | 1,000 | ||
Minimum bid price requirement, description | The Company received a letter from Nasdaq indicating that it had failed to maintain compliance with the $1.00 per share minimum bid price for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(a)(2). The Company was provided 180 calendar days, or until September 10, 2018, to regain compliance, after which period it requested, and was granted, an additional 180-calendar-day grace period to regain compliance. In order for WWR's common stock to continue to be listed on Nasdaq, the Company must regain compliance with Nasdaq's $1.00 minimum bid price requirement for a minimum of 10 consecutive business days prior to March 11, 2019. | ||
April 2, 2019 [Member] | |||
Minimum bid price requirement, description | The Company intends to seek shareholder approval for a reverse stock split of its common stock to regain compliance with Nasdaq's $1.00 per share minimum bid price listing rule. | ||
Cantor Fitzgerald & Co [Member] | ATM Offering [Member] | |||
Net proceeds from direct offering | 8,000 | ||
Cantor Fitzgerald & Co [Member] | ATM Offering [Member] | January 31, 2019 [Member] | |||
Available for future sales | 3,100 | ||
Laramide Resources Ltd [Member] | |||
Promissory note | $ 2,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) $ / shares in Units, $ in Thousands | Apr. 23, 2018USD ($)$ / sharesshares | Mar. 24, 2018shares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 13, 2017$ / shares | Mar. 24, 2017a |
Acquisition of transaction cost | $ 600 | ||||||
Acquisition share price | $ / shares | $ 0.55 | ||||||
Acquisition related costs | $ 333 | $ 1,003 | |||||
Common Stock [Member] | |||||||
Common stock issued for purchase of lithium properties, shares | shares | 200,000 | 100,000 | |||||
Alabama Graphite Corp. [Member] | |||||||
Percentage of acquisition of outstanding securities | 100.00% | ||||||
Total consideration | $ 8,900 | ||||||
Common stock price per share | $ / shares | $ 0.08 | ||||||
Debt instrument conversion price per share | $ / shares | $ 0.08 | $ 0.77809 | |||||
Number of shares issued during period for acquisition | shares | 11,625,210 | ||||||
Due from related party | $ 1,800 | ||||||
Acquisition related costs | $ 1,900 | ||||||
Alabama Graphite Corp. [Member] | Common Stock [Member] | |||||||
Acquisition of transaction cost | 6,400 | ||||||
Alabama Graphite Corp. [Member] | Warrants and Options [Member] | |||||||
Acquisition of transaction cost | $ 89 | ||||||
Alabama Graphite Corp. [Member] | Options [Member] | |||||||
Number of shares issued during period for acquisition | shares | 364,000 | ||||||
Alabama Graphite Corp. [Member] | Warrant [Member] | |||||||
Number of shares issued during period for acquisition | shares | 2,144,378 | ||||||
Alabama Graphite Corp. [Member] | Alabama [Member] | |||||||
Percentage of acquisition of outstanding securities | 100.00% | ||||||
Total consideration | $ 2,400 | ||||||
Lithium Holdings Nevada LLC [Member] | |||||||
Area of unpatented mining claims | a | 3,000 | ||||||
Area of land | a | 14,200 | ||||||
Common stock issued for purchase of lithium properties, shares | shares | 200,000 | ||||||
Percentage of NSR royalty | 1.00% |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Total consideration received | $ 8,881 |
Cash and cash equivalents | 17 |
Short-term receivables | 113 |
Prepaid expenses | 42 |
Property, plant, equipment and graphite mineral interests | 8,973 |
Total assets | 9,145 |
Accounts payable and accrued liabilities | 264 |
Total liabilities | 264 |
Net assets | 8,881 |
Cash [Member] | |
Total consideration received | 2,397 |
Common Shares for Replacement of Alabama Graphite Shares [Member] | |
Total consideration received | 6,394 |
Options for Replacement of Alabama Graphite Options [Member] | |
Total consideration received | 36 |
Warrants for Replacement of Alabama Graphite Warrants [Member] | |
Total consideration received | $ 54 |
Acquisitions - Schedule of Fa_2
Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - Alabama Graphite [Member] | 12 Months Ended |
Dec. 31, 2018shares | |
Issuance of common shares for replacements | 11,625,210 |
Issuance of option for replacements | 364,000 |
Issuance of warrants for replacement | 2,144,378 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Apr. 23, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 13, 2017 |
Accrued interest receivable | $ 45,000 | $ 251,000 | ||||
Proceeds from issuance of common stock | 8,715,000 | 16,535,000 | ||||
Net loss on sale of marketable securities | (484,000) | |||||
Laramide Resources Ltd [Member] | ||||||
Promissory debt | $ 3,500,000 | |||||
Debt instrument, term | 3 years | |||||
Debt interest rate | 5.00% | |||||
Cash receipts discounted at market rate | 9.50% | |||||
Laramide Resources Ltd [Member] | Second Note Installment [Member] | ||||||
Debt principal amount due | $ 750,000 | |||||
Number of issuance of common shares | 2,483,034 | |||||
Laramide Resources Ltd [Member] | Second Note Installment [Member] | January 3, 2019 [Member] | ||||||
Debt interest payments | $ 45,000 | |||||
Laramide Resources Ltd [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||
Number of issuance of common shares | 1,982,483 | 2,218,133 | ||||
Laramide Resources Ltd [Member] | Share-based Compensation Award, Tranche First and Second [Member] | ||||||
Number of issuance of common shares | 4,200,816 | |||||
Proceeds from issuance of common stock | $ 800,000 | |||||
Net loss on sale of marketable securities | 500,000 | |||||
Laramide Resources Ltd [Member] | January 2019 [Member] | ||||||
Debt principal amount due | 1,500,000 | |||||
Principal payment in cash | 750,000 | |||||
Principal payment in stock | 750,000 | |||||
Laramide Resources Ltd [Member] | January 2019 [Member] | Second Note Installment [Member] | ||||||
Debt principal amount due | 1,500,000 | |||||
Laramide Resources Ltd [Member] | January 5, 2020 [Member] | ||||||
Debt principal amount due | $ 2,000,000 | |||||
Maximum [Member] | Laramide Resources Ltd [Member] | ||||||
Debt interest rate | 10.00% | |||||
Alabama Graphite Corp. [Member] | ||||||
Proceeds from debt | $ 1,800,000 | |||||
Accrued interest receivable | $ 13,457 | $ 12,227 | ||||
Debt instrument fair value of principal | 900,000 | |||||
Alabama Graphite Corp. [Member] | Maximum [Member] | ||||||
Secured loan | $ 2,000,000 | |||||
Laramide Resources Ltd [Member] | First Note Installment [Member] | ||||||
Debt principal amount due | $ 1,500,000 | $ 750,000 | ||||
Number of issuance of common shares | 1,982,483 | |||||
Debt interest payments | $ 400,000 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Note Amount, current | $ 1,500 | $ 1,500 |
Plus Accrued Interest, current | 45 | 250 |
Less Unamortized Note Discount, current | ||
Note Balance per Balance Sheet, current | 1,545 | 1,750 |
Note Amount, non-current | 4,332 | |
Plus Accrued Interest, non-current | 1 | |
Less Unamortized Note Discount, non-current | (1,005) | |
Note Balance per Balance Sheet, non-current | 1,493 | 3,328 |
Note Amount, current and non-current | 3,500 | 5,832 |
Plus Accrued interest, current and non-current | 45 | 251 |
Less Unamortized Note Discount, current and non-current | (507) | (1,005) |
Note Balance per Balance Sheet, current and non-current | 3,038 | 5,078 |
Notes Receivable - Laramide [Member] | ||
Note Amount, current | 1,500 | 1,500 |
Plus Accrued Interest, current | 45 | 250 |
Less Unamortized Note Discount, current | ||
Note Balance per Balance Sheet, current | 1,545 | 1,750 |
Note Amount, non-current | 2,000 | 3,500 |
Plus Accrued Interest, non-current | ||
Less Unamortized Note Discount, non-current | (507) | (1,005) |
Note Balance per Balance Sheet, non-current | $ 1,493 | 2,495 |
Notes Receivable - Alabama Graphite [Member] | ||
Note Amount, non-current | 832 | |
Plus Accrued Interest, non-current | 1 | |
Less Unamortized Note Discount, non-current | ||
Note Balance per Balance Sheet, non-current | $ 833 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) | Jun. 20, 2018USD ($) | Mar. 24, 2018shares | Dec. 31, 2018USD ($)a$ / shares | Dec. 31, 2018USD ($)a$ / shares | Dec. 31, 2017USD ($)a | Mar. 24, 2017a | Dec. 31, 2016a |
Property, Plant and Equipment [Line Items] | |||||||
Average long term price of asset | $ / shares | $ 56.304 | $ 56.304 | |||||
Asset impairment charges | $ 23,712,000 | $ 11,436,000 | |||||
Drop of Acreage [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Net area on mineral leases | a | 1,683 | 1,683 | |||||
Coosa Graphite Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of land | a | 45,000 | 45,000 | |||||
Lease description | The Coosa project is comprised of a lease and option of privately-owned mineral rights from a single land owner covering an overall area of approximately 45,000 acres (approximately 70.31 square miles). The various property parcels that comprise the lease are contiguous with each other, except for s few small and isolated parcels which are situated in the far south part of the project area. The lease has a series of five-year terms (commencing August 1, 2012) that are not to exceed 70 years in total. | ||||||
Lease term | 5 years | 5 years | |||||
Annual rental payments | $ 10,000 | ||||||
Optioned lease lands | $ 16,180 | ||||||
Percentage of NSR royalty | 2.00% | 2.00% | |||||
Terms and conditions on lease payment | Under the terms of the lease the Company is required to make annual payments of $10,000 for the original lease and $16,179.10 for the optioned lands (the option has been exercised) in order to maintain our property rights. The Company is obligated to pay the owner of the mineral estate a net smelter returns royalty of 2.00% for any production and sale of graphite and other minerals derived from the leased lands. There is a further obligation to pay a 0.50% net smelter return royalty, not to exceed $150,000, and make payments of $100,000 at the time of completion of a "bankable feasibility study" and an additional $150,000 upon completion of "full permitting" of the leased property. | ||||||
Railroad Valley Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of land | a | 9,270 | ||||||
Columbus Basin Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of land | a | 14,200 | 11,200 | |||||
Percentage of NSR royalty | 1.00% | ||||||
Area of unpatented mining claims | a | 3,000 | ||||||
Acquired mineral property claims in exchange of common stock | shares | 200,000 | ||||||
Sal Rica Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of land | a | 9,900 | ||||||
Percentage of NSR royalty | 2.00% | ||||||
Area of unpatented mining claims | a | 3,360 | ||||||
Kingsville Dome Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Lease description | The leases have expiration dates ranging from 2000 to 2007. | ||||||
Gross area on mineral leases | a | 2,434 | 2,434 | |||||
Net area on mineral leases | a | 2,227 | 2,227 | |||||
Kingsville Dome Project [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 6.25% | ||||||
Annual per acre royalty payable | $ / shares | $ 10 | ||||||
Kingsville Dome Project [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 9.375% | ||||||
Annual per acre royalty payable | $ / shares | $ 30 | ||||||
Rosita Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gross area on mineral leases | a | 2,759 | 2,759 | |||||
Net area on mineral leases | a | 2,759 | 2,759 | |||||
Asset impairment charges | $ 2,545,000 | ||||||
Rosita South Property [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gross area on mineral leases | a | 1,795 | 1,795 | |||||
Net area on mineral leases | a | 1,479 | 1,479 | |||||
Rosita [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 6.25% | ||||||
Annual per acre royalty payable | $ / shares | $ 10 | ||||||
Rosita [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 18.25% | ||||||
Annual per acre royalty payable | $ / shares | $ 30 | ||||||
Mineral sales price per pound | $ / shares | $ 80 | $ 80 | |||||
Vasquez Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gross area on mineral leases | a | 872 | 872 | |||||
Net area on mineral leases | a | 872 | 872 | |||||
Asset impairment charges | $ 221,000 | ||||||
Vasquez Project [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 6.25% | ||||||
Mineral sales price per pound | $ / shares | $ 25 | $ 25 | |||||
Vasquez Project [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 10.25% | ||||||
Mineral sales price per pound | $ / shares | $ 40 | $ 40 | |||||
Butler Ranch Exploration Project [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Net area on mineral leases | a | 425 | 425 | |||||
Butler Ranch Exploration Project [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Lease term | 8 years | 8 years | |||||
Annual per acre royalty payable | $ / shares | $ 10 | ||||||
Butler Ranch Exploration Project [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Lease term | 10 years | 10 years | |||||
Percentage of royalties on lease of sales | 10.00% | ||||||
Annual per acre royalty payable | $ / shares | $ 25 | ||||||
Cebolleta Property [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of land | a | 6,717 | 6,717 | |||||
Lease term | 10 years | 10 years | |||||
Initial payments per lease agreement | $ 5,000,000 | ||||||
Amount used in the calculation of recoverable reserve payment per unit | 1 | ||||||
Annual advance royalties previously paid | $ 500,000 | $ 500,000 | |||||
Royalty payable | 1,500,000 | 1,500,000 | |||||
Reduction in advanced royalty payment | 350,000 | ||||||
Payment on commencement of production | $ 4,000,000 | ||||||
Fixed royalty percentage | 5.75% | ||||||
Cebolleta Property [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 4.50% | ||||||
Cebolleta Property [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 8.00% | ||||||
Feasibility study term | 6 years | ||||||
Annual advance royalties previously paid | $ 5,000,000 | $ 5,000,000 | |||||
Amount of deduction to recoverable reserve payment | $ 6,500,000 | ||||||
Juan Tafoya Property [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Area of land | a | 115 | 115 | |||||
Lease term | 10 years | 10 years | |||||
Initial payments per lease agreement | $ 1,250,000 | ||||||
Reduction in advanced royalty payment | $ 174,000 | ||||||
Fixed royalty percentage | 4.00% | ||||||
Area of land in mineral fee interest acquired | a | 4,097 | 4,097 | |||||
Annual base rent per acre | $ / shares | $ 75 | ||||||
Reduction of market value per pound | $ / shares | $ 25 | ||||||
Juan Tafoya Property [Member] | First Five Year [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Annual rental payments | $ 225,000 | ||||||
Juan Tafoya Property [Member] | Second Five Year [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Annual rental payments | $ 337,500 | ||||||
Juan Tafoya Property [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 4.65% | ||||||
Juan Tafoya Property [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of royalties on lease of sales | 6.50% | ||||||
Temrezli and Sefaatli Projects [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Asset impairment charges | $ 18,000,000 | ||||||
Other Property Impairments [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Asset impairment charges | $ 5,700,000 | ||||||
Cebolleta/Juan Tafoya Property [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Asset impairment charges | 11,296,000 | ||||||
Carrying value impairment | 7,800,000 | 7,800,000 | |||||
Mineral Property [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Mineral property expenses | $ 3,500,000 | $ 4,600,000 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Net property, plant and equipment | $ 20,553 | $ 35,409 |
Turkey [Member] | ||
Net property, plant and equipment | 8 | 17,979 |
Texas [Member] | ||
Net property, plant and equipment | 3,604 | 9,413 |
Alabama [Member] | ||
Net property, plant and equipment | 8,973 | |
New Mexico [Member] | ||
Net property, plant and equipment | 7,806 | 7,806 |
Corporate [Member] | ||
Net property, plant and equipment | 162 | 211 |
Uranium Plant [Member] | ||
Net property, plant and equipment | 3,256 | 8,304 |
Uranium Plant [Member] | Turkey [Member] | ||
Net property, plant and equipment | ||
Uranium Plant [Member] | Texas [Member] | ||
Net property, plant and equipment | 3,256 | 8,304 |
Uranium Plant [Member] | Alabama [Member] | ||
Net property, plant and equipment | ||
Uranium Plant [Member] | New Mexico [Member] | ||
Net property, plant and equipment | ||
Uranium Plant [Member] | Corporate [Member] | ||
Net property, plant and equipment | ||
Mineral Rights and Properties [Member] | ||
Net property, plant and equipment | 16,779 | 25,774 |
Mineral Rights and Properties [Member] | Turkey [Member] | ||
Net property, plant and equipment | 17,968 | |
Mineral Rights and Properties [Member] | Texas [Member] | ||
Net property, plant and equipment | ||
Mineral Rights and Properties [Member] | Alabama [Member] | ||
Net property, plant and equipment | 8,973 | |
Mineral Rights and Properties [Member] | New Mexico [Member] | ||
Net property, plant and equipment | 7,806 | 7,806 |
Mineral Rights and Properties [Member] | Corporate [Member] | ||
Net property, plant and equipment | ||
Other Property Plant and Equipment [Member] | ||
Net property, plant and equipment | 518 | 1,331 |
Other Property Plant and Equipment [Member] | Turkey [Member] | ||
Net property, plant and equipment | 8 | 11 |
Other Property Plant and Equipment [Member] | Texas [Member] | ||
Net property, plant and equipment | 348 | 1,109 |
Other Property Plant and Equipment [Member] | Alabama [Member] | ||
Net property, plant and equipment | ||
Other Property Plant and Equipment [Member] | New Mexico [Member] | ||
Net property, plant and equipment | ||
Other Property Plant and Equipment [Member] | Corporate [Member] | ||
Net property, plant and equipment | $ 162 | $ 211 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Summary of Impairment Expense by Project (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total Impairment | $ 23,712 | $ 11,436 |
Kingsville Dome Project [Member] | ||
Total Impairment | 2,978 | 140 |
Rosita Project [Member] | ||
Total Impairment | 2,545 | |
Vasquez Project [Member] | ||
Total Impairment | 221 | |
Temrezli Project [Member] | ||
Total Impairment | 17,968 | |
Cebolleta/Juan Tafoya Property [Member] | ||
Total Impairment | $ 11,296 |
Property, Plant and Equipment_4
Property, Plant and Equipment - Schedule of Mineral Property Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total expense for the period | $ 3,538 | $ 4,584 |
Temrezli Project, Turkey [Member] | ||
Total expense for the period | 117 | 261 |
Total Turkey Projects [Member] | ||
Total expense for the period | 117 | 261 |
Kingsville Dome Project, Texas [Member] | ||
Total expense for the period | 800 | 810 |
Rosita Project, Texas [Member] | ||
Total expense for the period | 738 | 590 |
Vasquez Project, Texas [Member] | ||
Total expense for the period | 631 | 572 |
Other Projects, Texas [Member] | ||
Total expense for the period | 20 | 71 |
Total Texas Projects [Member] | ||
Total expense for the period | 2,189 | 2,043 |
Cebolleta Project, New Mexico [Member] | ||
Total expense for the period | 389 | 538 |
Juan Tafoya Project, New Mexico [Member] | ||
Total expense for the period | 223 | 542 |
Total New Mexico Projects [Member] | ||
Total expense for the period | 612 | 1,080 |
Columbus Basin Project, Nevada [Member] | ||
Total expense for the period | 249 | 866 |
Railroad Valley Project, Nevada [Member] | ||
Total expense for the period | 90 | 241 |
Total Nevada Projects [Member] | ||
Total expense for the period | 339 | 1,107 |
Sal Rica Project, Utah [Member] | ||
Total expense for the period | 141 | 93 |
Total Utah Projects [Member] | ||
Total expense for the period | 141 | 93 |
Coosa Project, Alabama [Member] | ||
Total expense for the period | 140 | |
Total Alabama Projects [Member] | ||
Total expense for the period | $ 140 |
Asset Retirement Obligation (De
Asset Retirement Obligation (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Asset retirement obligation current | $ 708 | $ 1,078 |
Collateralized with restricted cash | 3,732 | $ 3,668 |
Surety Bonds [Member] | ||
Asset retirement obligation current | $ 9,400 |
Asset Retirement Obligation - S
Asset Retirement Obligation - Summary of Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, beginning of period | $ 5,731 | $ 4,789 |
Liabilities settled | (521) | (97) |
Accretion expense | 993 | 1,039 |
Balance, end of period | 6,203 | 5,731 |
Less: Included in liabilities held for sale | ||
Less: Current portion | (708) | (1,078) |
Non-current Portion | $ 5,495 | $ 4,653 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities and Deferred Credits (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Other long-term liabilities and deferred credits | $ 500 | $ 500 | |
Royalties Payable [Member] | |||
Other long-term liabilities and deferred credits | [1] | $ 500 | $ 500 |
[1] | Royalties payable were derived during prior years of production. Liabilities do not accrue interest or have a stated maturity date. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) $ / shares in Units, $ in Thousands | Aug. 07, 2018shares | Jun. 14, 2018USD ($)$ / sharesshares | May 03, 2018USD ($)shares | Apr. 23, 2018shares | Apr. 18, 2018USD ($)ashares | Sep. 27, 2017USD ($)shares | Sep. 25, 2017USD ($)shares | Apr. 14, 2017USD ($) | Mar. 09, 2017USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
Proceeds from common stock | $ 8,715 | $ 16,535 | |||||||||
Fair value of shares issued | 95 | $ 325 | |||||||||
Number of shares issued for services | shares | 172,727 | ||||||||||
Number of shares issued for services, value | $ 95 | 95 | |||||||||
Option Agreement [Member] | |||||||||||
Number of common stock issued | shares | 200,000 | ||||||||||
Fair value of shares issued | $ 114 | ||||||||||
Mining claims covering area | a | 3,000 | ||||||||||
ATM Offering [Member] | |||||||||||
Net proceeds from direct offering | $ 30,000 | $ 8,000 | |||||||||
Sales commission percentage | 2.50% | ||||||||||
ATM Offering [Member] | January 31, 2019 [Member] | |||||||||||
Proceeds from common stock | $ 5,900 | ||||||||||
Number of common stock sold | shares | 23,573,682 | ||||||||||
Common Stock [Member] | |||||||||||
Number of common stock issued | shares | 32,018,551 | 9,926,396 | |||||||||
Number of shares issued for services | shares | 172,727 | ||||||||||
Number of shares issued for services, value | |||||||||||
Common Stock [Member] | ATM Offering [Member] | |||||||||||
Proceeds from common stock | $ 4,500 | ||||||||||
Number of common stock sold | shares | 20,900,173 | ||||||||||
Available for future sales | $ 23,900 | ||||||||||
Common stock registered for sale, value | $ 3,100 | ||||||||||
Aspire Capital Fund LLC [Member] | |||||||||||
Net proceeds from direct offering | $ 2,900 | ||||||||||
Number of common stock issued | shares | 4,825,509 | 3,717,773 | |||||||||
Average price per shares issued | $ / shares | $ 0.34 | ||||||||||
Proceeds from common stock | $ 1,300 | ||||||||||
Aspire Capital Fund LLC [Member] | Common Stock Purchase Agreement [Member] | |||||||||||
Net proceeds from direct offering | $ 22,000 | ||||||||||
Number of common stock issued | shares | 2,725,096 | 1,428,571 | 880,000 | 2,575,096 | |||||||
Proceeds from common stock | $ 1,500 | $ 2,000 | $ 1,300 | ||||||||
Aspire Capital Fund LLC [Member] | Common Stock Warrants [Member] | |||||||||||
Number of warrants issued for common stock | shares | 4,968,518 | ||||||||||
Prefunded warrants price per share | $ / shares | $ 0.33 | ||||||||||
Net proceeds of warrants | $ 1,600 | ||||||||||
Warrant purchase price per share | $ / shares | $ 0.01 | ||||||||||
Warrant exercisable term | Aug. 7, 2018 | ||||||||||
Alabama Graphite [Member] | |||||||||||
Number of common stock issued | shares | 11,625,210 | ||||||||||
Ownership percentage | 100.00% |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018 | Nov. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 13, 2017 | Jul. 18, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 300 | $ 100 | ||||
Number of replacement options outstanding | 25,271 | |||||
Anatolia Energy Limited [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of replacement options issued | 374,749 | |||||
Sale of stock price per share | $ 0.00548 | |||||
Alabama Graphite [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of replacement options outstanding | 289,600 | |||||
Number of replacement options and warrants | 2,508,378 | |||||
Replacement options and warrants shares exchange rate | $ 0.08 | |||||
Exercise prices for the option and warrant shares | $ 0.77809 | |||||
Number of replacement warrants outstanding | 571,985 | |||||
Alabama Graphite [Member] | CAD Currency [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise prices for the option and warrant shares | $ 0.08 | |||||
2013 Omnibus Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock shares reserved for future issuance | 13,905 | |||||
2013 Omnibus Incentive Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of common stock shares reserved for future issuance | 1,083,333 | 1,000,000 | ||||
Stock option vesting period | 10 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of stock options outstanding, Beginning of period | 286,174 | 110,828 |
Number of stock options outstanding, Granted | 812,689 | 189,164 |
Number of stock options outstanding, Expired | (140,374) | (13,818) |
Number of stock options outstanding, Canceled or forfeited | ||
Number of stock options outstanding, End of period | 958,489 | 286,174 |
Number of stock options Exercisable, End of period | 958,489 | 97,010 |
Weighted average exercise price, Beginning of period | $ 5.53 | $ 18.24 |
Weighted average exercise price, Granted | 0.98 | 1.40 |
Weighted average exercise price, Expired | 5.97 | 50.88 |
Weighted average exercise price, Canceled or forfeited | ||
Weighted average exercise price, End of period | 1.60 | 5.53 |
Weighted average exercise price Exercisable, End of period | $ 1.60 | $ 13.59 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Stock Options Outstanding and Exercisable by Stock Option Plan (Details) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Outstanding Stock Options, Number of Outstanding Stock Options | 958,489 | 286,174 | 110,828 |
Outstanding Stock Options, Weighted Average Exercise Price | $ 1.60 | $ 5.53 | $ 18.24 |
Exercisable Stock Options, Number of Exercisable Stock Options | 958,489 | 97,010 | |
Exercisable Stock Options, Weighted Average Exercise Price | $ 1.60 | $ 13.59 | |
2004 Plan [Member] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 4,792 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 35.14 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 4,792 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 35.14 | ||
2004 Directors' Plan [Member] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 556 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 186 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 556 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 186 | ||
2013 Plan [Member] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 638,270 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 0.71 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 638,270 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 0.71 | ||
Replacement Stock Options - Alabama Graphite [Member] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 289,600 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 1.61 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 289,600 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 1.61 | ||
Replacement Stock Options - Anatolia Energy [Member] | |||
Outstanding Stock Options, Number of Outstanding Stock Options | 25,271 | ||
Outstanding Stock Options, Weighted Average Exercise Price | $ 13.41 | ||
Exercisable Stock Options, Number of Exercisable Stock Options | 25,271 | ||
Exercisable Stock Options, Weighted Average Exercise Price | $ 13.41 |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Status of Non-vested Restricted Shares (Details) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of RSUs, Unvested Beginning of period | 178,897 | 8,649 |
Number of RSUs, Granted | 304,064 | |
Number of RSUs, Forfeited | (37,674) | (34,845) |
Number of RSUs, Vested | (28,245) | (98,971) |
Number of RSUs, Unvested End of period | 112,978 | 178,897 |
Weighted Average Grant Date Fair Value, Unvested RSUs Beginning of period | $ 1.40 | $ 43.71 |
Weighted Average Grant Date Fair Value, Granted | 1.40 | |
Weighted Average Grant Date Fair Value, Forfeited | 1.40 | 5.72 |
Weighted Average Grant Date Fair Value, Vested | 1.40 | 2.50 |
Weighted Average Grant Date Fair Value, Unvested RSUs End of period | $ 1.40 | $ 1.40 |
Federal Income Taxes (Details N
Federal Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Decrease in valuation allowance | $ 39,100 | $ 39,100 |
Income tax reconciliation description | The United States enacted comprehensive tax reform legislation known as the "Tax Cuts and Jobs Act' that, among other things, reduces the U.S. Federal corporate income tax rate from 35% to 21% and implements a territorial tax system, but imposes an alternative 'base erosion and anti-abuse tax' ('BEAT'), and incremental tax on global intangible low tax foreign income ('GILTI') effective January 1, 2018. | |
Percentage on Federal corporate income tax rate | 21.00% | 34.00% |
Percentage of valuation allowance recorded against the net deferred tax assets | 100.00% | |
Capital loss carryforward | $ 728 | $ 1,013 |
Deferred tax assets, operating loss carryforwards | 11,666 | $ 56,781 |
Neutron Energy Inc [Member] | ||
Net operating loss carryforwards | 32,800 | |
Alabama Graphite Corp. [Member] | ||
Net operating loss carryforwards | 1,600 | |
United States [Member] | ||
Net operating loss carryforwards | 256,000 | |
Capital loss carryforward | 500 | |
Deferred tax assets, operating loss carryforwards | $ 234,800 | |
United States [Member] | Minimum [Member] | ||
Operating loss carryforwards expiration year | 2,019 | |
Capital loss carryforwards expiration year | 2,021 | |
United States [Member] | Maximum [Member] | ||
Operating loss carryforwards expiration year | Indefinite availability | |
Capital loss carryforwards expiration year | 2,022 | |
Australia [Member] | ||
Net operating loss carryforwards | $ 13,500 | |
Anatolia [Member] | ||
Net operating loss carryforwards | 13,300 | |
Turkey [Member] | ||
Net operating loss carryforwards | $ 2,100 | |
Turkey [Member] | Minimum [Member] | ||
Operating loss carryforwards expiration year | 2,019 | |
Turkey [Member] | Maximum [Member] | ||
Operating loss carryforwards expiration year | 2,023 | |
Canada [Member] | ||
Net operating loss carryforwards | $ 6,700 |
Federal Income Taxes - Schedule
Federal Income Taxes - Schedule of Components of Future Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 11,666 | $ 56,781 |
Mineral properties | 10,301 | 7,237 |
Accrued vacation | 22 | 17 |
Reclamation provision | 149 | 224 |
Capital loss carryforwards | 728 | 1,013 |
Restoration reserves | 1,154 | 980 |
Capitalized transaction costs | 1,168 | 912 |
Other | 4,492 | 4,123 |
Deferred tax assets | 29,680 | 71,287 |
Valuation allowance | (29,063) | (68,121) |
Net deferred tax assets | 617 | 3,166 |
Derivatives | (590) | (590) |
Mineral properties, Turkey | (1,437) | |
Securities | (27) | (106) |
Property, plant and equipment | (1,033) | |
Deferred tax liabilities | (617) | (3,166) |
Net deferred tax asset (liability) |
Federal Income Taxes - Schedu_2
Federal Income Taxes - Schedule of Valuation Allowance by Tax Jurisdiction (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Total valuation allowance | $ 29,063 | $ 68,121 |
United States [Member] | ||
Total valuation allowance | 15,616 | 60,920 |
Canada [Member] | ||
Total valuation allowance | 1,999 | |
Australia [Member] | ||
Total valuation allowance | 5,190 | 5,187 |
Turkey [Member] | ||
Total valuation allowance | $ 6,258 | $ 2,014 |
Federal Income Taxes - Schedu_3
Federal Income Taxes - Schedule of Loss From Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss from operations before income taxes | $ (35,687) | $ (19,288) |
United States [Member] | ||
Loss from operations before income taxes | (17,285) | (18,782) |
Canada [Member] | ||
Loss from operations before income taxes | (21) | |
Australia [Member] | ||
Loss from operations before income taxes | (9) | (1) |
Turkey [Member] | ||
Loss from operations before income taxes | $ (18,372) | $ (505) |
Federal Income Taxes - Schedu_4
Federal Income Taxes - Schedule of Reconciliation of Expected Income Tax on Net Income at Statutory Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net loss | $ (35,687) | $ (19,288) |
Statutory tax rate | 21.00% | 34.00% |
Tax recovery at statutory rate | $ (7,494) | $ (6,558) |
Foreign tax rate | (801) | 71 |
Change in US tax rates | 1 | 37,233 |
Other adjustments | (1,076) | |
Capital loss carryforward adjustment | 367 | (44) |
Operating loss carryforward adjustment | 271 | 710 |
Operating loss Section 382 adjustment | 49,303 | |
Nondeductible write-offs | 2 | 15 |
Change in valuation allowance | (40,573) | (31,427) |
Income tax expense (recovery) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2018lb | |
Itochu Corporation [Member] | |
Acquisition amount on sales contracts | 510,000 |
UG U.S.A Inc [Member] | |
Acquisition amount on sales contracts | 480,000 |
Geographic and Segment Inform_3
Geographic and Segment Information (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)ReportableSegments | Dec. 31, 2017USD ($) | |
Number of reportable operating segment | ReportableSegments | 3 | |
Long-term assets | $ 25,800 | $ 42,400 |
Concentration risk percentage | 10.00% | |
United States [Member] | ||
Long-term assets | $ 25,800 | $ 24,400 |
Long-term assets percentage | 100.00% | 58.00% |
Geographic and Segment Inform_4
Geographic and Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net property, plant and equipment | $ 20,553 | $ 35,409 |
Restricted cash | 3,732 | 3,668 |
Notes receivable, non-current | 1,493 | 3,328 |
Mineral property expenses | 3,538 | 4,584 |
General and administrative | 7,357 | 6,614 |
Acquisition related expenses | 333 | 1,003 |
Accretion of asset retirement costs | 993 | 1,039 |
Depreciation and amortization | 116 | 142 |
Impairment of uranium properties | 23,712 | 11,436 |
Total operating expenses | 36,049 | 24,818 |
Other income | 365 | 5,530 |
Long Term Assets [Member] | ||
Net property, plant and equipment | 20,553 | 35,409 |
Restricted cash | 3,732 | 3,668 |
Notes receivable, non-current | 1,493 | 3,328 |
Total long-term assets | 25,778 | 42,405 |
Operating Results [Member] | ||
Mineral property expenses | 3,538 | 4,584 |
General and administrative | 7,357 | 6,614 |
Acquisition related expenses | 333 | 1,003 |
Accretion of asset retirement costs | 993 | 1,039 |
Depreciation and amortization | 116 | 142 |
Impairment of uranium properties | 23,712 | 11,436 |
Total operating expenses | 36,049 | 24,818 |
Loss from operations | (36,049) | (24,818) |
Other income | 365 | 5,530 |
Loss before taxes | (35,684) | (19,288) |
Corporate [Member] | Long Term Assets [Member] | ||
Net property, plant and equipment | 162 | 211 |
Restricted cash | ||
Notes receivable, non-current | 834 | |
Total long-term assets | 162 | 1,045 |
Corporate [Member] | Operating Results [Member] | ||
Mineral property expenses | ||
General and administrative | 4,986 | 4,791 |
Acquisition related expenses | 333 | 1,003 |
Accretion of asset retirement costs | ||
Depreciation and amortization | 5 | 5 |
Impairment of uranium properties | ||
Total operating expenses | 5,324 | 5,799 |
Loss from operations | (5,324) | (5,799) |
Other income | 196 | 573 |
Loss before taxes | (5,128) | (5,226) |
Uranium [Member] | Long Term Assets [Member] | ||
Net property, plant and equipment | 11,418 | 35,198 |
Restricted cash | 3,722 | 3,668 |
Notes receivable, non-current | 1,493 | 2,494 |
Total long-term assets | 16,633 | 41,360 |
Uranium [Member] | Operating Results [Member] | ||
Mineral property expenses | 2,917 | 3,383 |
General and administrative | 1,846 | 1,823 |
Acquisition related expenses | ||
Accretion of asset retirement costs | 993 | 1,039 |
Depreciation and amortization | 110 | 137 |
Impairment of uranium properties | 23,712 | 11,436 |
Total operating expenses | 29,578 | 17,818 |
Loss from operations | (29,578) | (17,818) |
Other income | 168 | 4,957 |
Loss before taxes | (29,410) | (12,861) |
Lithium [Member] | Long Term Assets [Member] | ||
Net property, plant and equipment | ||
Restricted cash | ||
Notes receivable, non-current | ||
Total long-term assets | ||
Lithium [Member] | Operating Results [Member] | ||
Mineral property expenses | 481 | 1,201 |
General and administrative | ||
Acquisition related expenses | ||
Accretion of asset retirement costs | ||
Depreciation and amortization | ||
Impairment of uranium properties | ||
Total operating expenses | 481 | 1,201 |
Loss from operations | (481) | (1,201) |
Other income | ||
Loss before taxes | (481) | (1,201) |
Graphite [Member] | Long Term Assets [Member] | ||
Net property, plant and equipment | 8,973 | |
Restricted cash | 10 | |
Notes receivable, non-current | ||
Total long-term assets | 8,983 | |
Graphite [Member] | Operating Results [Member] | ||
Mineral property expenses | 140 | |
General and administrative | 525 | |
Acquisition related expenses | ||
Accretion of asset retirement costs | ||
Depreciation and amortization | 1 | |
Impairment of uranium properties | ||
Total operating expenses | 666 | |
Loss from operations | (666) | |
Other income | 1 | |
Loss before taxes | $ (665) |