Each one in plain English, with the numbers worked through for a shareholder.
7 Mar 2019material agreement▲ GoodMajor
Westwater agreed to sell its remaining uranium royalty portfolio -- covering Church Rock/Laramide, Dewey-Burdock, Lance and Roca Honda -- plus the Laramide promissory note, to Uranium Royalty Corp for $2.75 million, continuing to shed its legacy uranium interests.
Westwater sold Aspire Capital $2.9 million of stock at a discount, terminating the unused $22 million standby facility from the prior year in favor of the smaller, definitive raise.
The Alabama Graphite acquisition closed, issuing 11.6 million new shares; CEO Chris Jones called it a transformational pivot into battery-ready graphite, with pilot-scale production planned for 2019.
The final proxy sets the combined annual meeting for April 19, 2018 (record date March 5), where shareholders vote on issuing up to 14,133,593 shares for the Alabama Graphite acquisition, plus directors, Moss Adams as auditor and an executive-pay advisory vote. Alabama Graphite holders would own about 29.4% of the combined company. The filing continues the Alabama Graphite deal toward a shareholder vote; the result is not in this filing.
Westwater filed a preliminary proxy asking shareholders to approve issuing up to 14,133,593 shares for the all-stock acquisition of Alabama Graphite Corp. (agreed December 13, 2017; 0.08 Westwater share per Alabama Graphite share). Alabama Graphite holders would own about 29.5% of the combined company, and the board states the aim of moving into graphite and lithium for batteries while keeping uranium in the long term. This is the vote on the deal that starts the battery-materials pivot; the meeting date is still blank.
Westwater Resources agreed to acquire Alabama Graphite Corp in an all-stock deal, its first move into battery materials via the Coosa Graphite Project in Alabama.
Auditor Hein & Associates merged into Moss Adams, which took over as Westwater's independent auditor in a routine transition with no disagreements; Hein's 2016 audit had already cleared the going-concern doubt flagged the year before.
The company set up a $30 million at-the-market stock sale facility with Cantor Fitzgerald, a much larger standing financing option than its prior facilities.
The company's subsidiary took a one-year option, for a $75,000 payment, to buy about 3,040 acres of placer claims in Nevada's Columbus Salt Marsh. The claims adjoin its Columbus Basin Project and expand it to over 14,200 acres.
10 Feb 2017material agreement termination▲ GoodMajor
After a special stockholder meeting failed to convene, the company and Esousa terminated their Master Exchange Agreement. The company also repaid Resource Capital Fund $5.5 million in cash plus accrued interest, ending the 2013 RCF loan agreement and releasing its security interests.
Uranium Resources amended its debt-for-stock exchange arrangement with creditor Esousa Holdings, setting the conversion rate at 77% of the stock's recent trading price.
The company raised about $9.7 million in a public offering led by a long-only family office, its largest raise in years, to fund operations and pay down debt.
10 Jan 2017asset acquisition disposition● NeutralMajor
The sale of Hydro Resources (Crownpoint and Churchrock) to Laramide closed on January 5, 2017 for consideration valued at $12.5 million: $2.5 million cash, $500,000 of stock and warrants, and a $5 million note. The company kept a 4% Churchrock royalty and options on Laramide's La Sal and La Jara Mesa projects.
14 Dec 2016capital raising announcement● NeutralMajor
Days later the company raised the new creditor's conversion-price floor from $0.10 to $0.30/share, softening the prior week's dilutive terms, and separately amended its pending Hydro Resources sale to Laramide Resources to drop the requirement that Laramide line up financing first, in exchange for a $250,000 break fee.
RCF extended the maturity of the company's $8 million convertible notes from December 31, 2016 to March 31, 2017, with 15% interest from January 1, 2017. A new creditor bought $2.5 million of the notes, agreed to buy $5.5 million more, and could exchange them for stock at the greater of 77% of VWAP or $0.10 per share.
The company replaced Aspire Capital's $10 million standby option with a firm $12 million common-stock purchase agreement, again paying Aspire in stock (240,000 shares) to secure the facility.
Uranium Resources agreed to sell Hydro Resources, which holds its Churchrock and Crownpoint properties in New Mexico, to Laramide Resources. It was to receive $5.25 million cash, a $7.25 million promissory note and an option to buy Laramide La Sal, Inc. for $4.0 million, subject to closing conditions.
Uranium Resources set up an option for Aspire Capital to buy up to $10 million of stock on demand over the next year, paying Aspire 900,000 shares just for agreeing to the standby facility.
The company raised a modest $0.9 million selling stock at just $0.40 a share, a much lower price than its earlier-2015 financings and a sign of continued cash strain even after closing the Anatolia deal.
The Anatolia Energy merger closed: former Anatolia shareholders received about 20.5 million new shares and ended up owning roughly 41% of the combined company, which began dual-trading on the ASX as CHESS Depositary Interests.
The final proxy for the Anatolia deal sets the shareholder meeting for September 23, 2015 (record date August 4). It repeats the terms: 0.06579 URI share per Anatolia share, with Anatolia holders owning about 41% (44% fully diluted) of the combined company. With URI stock at $0.86 on August 6, each Anatolia share was worth about $0.057, down from about $0.089 at announcement, because the price is paid in URI shares and URI's stock has fallen.
6 Aug 2015asset acquisition disposition▲ GoodMajor
The company sold its Roca Honda uranium project in New Mexico to Energy Fuels for $2.5 million cash, $375,000 in Energy Fuels stock, royalty interests and Church Rock-adjacent claims, raising capital to help fund the pending Anatolia merger.
Management presented the Anatolia merger at an industry conference in Perth; no new terms, though the materials referenced a separate pending asset sale to Energy Fuels.