UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~FORM 10-Q~~

xFORM 10-Q

☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~

2021

oOr

☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-33404

WESTWATER RESOURCES, INC.

(Exact Name of ~~Issuer~~Registrant as Specified in Its Charter)


~~DELAWARE~~Delaware		75-2212772
(State of Incorporation)		(I.R.S. Employer Identification No.)

6950 S. Potomac Street, Suite 300, Centennial, Colorado80112

(Address of Principal Executive Offices, Including Zip Code)

~~(303) 531-0518~~ (303) 531-0516

(~~Issuer’s~~Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		WWR		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx☒ Noo

◻

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx☒ Noo

◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated ~~filer~~oFiler ☐		Accelerated ~~filer~~oFiler ☐

Non-accelerated ~~filer~~oFiler ☒		Smaller reporting companyx☒
~~(Do not check if a smaller reporting company)~~
		Emerging growth companyo☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso☐ Nox☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Title of Each Class of Common Stock		Number of Shares Outstanding
Common Stock, $0.001 par value		~~27,612,624~~34,636,063 as of ~~November 9, 2017~~August 11, 2021

Table of Contents

WESTWATER RESOURCES, INC.

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION	3

ITEM 1. FINANCIAL STATEMENTS	3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25

ITEM 4. CONTROLS AND PROCEDURES	25

PART II - OTHER INFORMATION	26

ITEM 1. LEGAL PROCEEDINGS	26

ITEM 1A. RISK FACTORS	26

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	26

ITEM 4. MINE SAFETY DISCLOSURES	26

ITEM 5. OTHER INFORMATION	26

ITEM 6. EXHIBITS	26

SIGNATURES	27

Table of Contents

PART I — FINANCIAL INFORMATION

~~ITEM 1. FINANCIAL STATEMENTS~~

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~ITEM 4. CONTROLS AND PROCEDURES~~

~~PART II - OTHER INFORMATION~~

~~ITEM 1. LEGAL PROCEEDINGS~~

~~ITEM 1A. RISK FACTORS.~~

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.~~

~~ITEM 4. MINE SAFETY DISCLOSURES.~~

~~ITEM 5. OTHER INFORMATION.~~

~~ITEM 6. EXHIBITS.~~

~~SIGNATURES~~

~~PART I — FINANCIAL INFORMATION~~

ITEM 1. FINANCIAL STATEMENTS

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(expressed in thousands of dollars, except share amounts)

(unaudited)

June 30,

December 31,

2021

2020
ASSETS





Current Assets:




Cash and cash equivalents

$
119,138

$
50,315
Equity securities

2,931

1,520
Prepaid and other current assets

495

754
Total Current Assets

122,564

52,589

Property, plant and equipment, at cost:




Property, plant and equipment

9,079

9,080
Less accumulated depreciation and depletion

(96)

(95)
Net property, plant and equipment

8,983

8,985
Operating lease right-of-use assets

291

353
Restricted cash

—

10
Other long-term assets

100

—
Total Assets

$
131,938

$
61,937




LIABILITIES AND STOCKHOLDERS’ EQUITY





Current Liabilities:




Accounts payable

$
2,968

$
1,734
Accrued liabilities

2,060

2,369
Operating lease liability - current

151

149
Total Current Liabilities

5,179

4,252

Operating lease liability, net of current

150

214
Total Liabilities

5,329

4,466

Commitments and Contingencies





Stockholders’ Equity:




Common stock, 100,000,000 shares authorized, $.001 par value;




Issued shares - 33,536,476 and 19,172,020 respectively




Outstanding shares - 33,536,315 and 19,171,859 respectively

33

19
Paid-in capital

461,717

383,723
Accumulated deficit

(334,883)

(326,013)
Less: Treasury stock (161 shares), at cost

(258)

(258)
Total Stockholders’ Equity

126,609

57,471

Total Liabilities and Stockholders’ Equity

$
131,938

$
61,937

WESTWATER RESOURCES, INC.
(formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(expressed in thousands of dollars, except share amounts)
(unaudited)

September 30,

December 31,

Notes

2017

2016
ASSETS

Current Assets:

Cash and cash equivalents

$
7,200

$
3,309
Marketable securities

3

1,060

-
Notes receivable – current

3

1,500

-
Prepaid and other current assets

831

602
Total Current Assets

10,591

3,911

Property, plant and equipment, at cost:

Property, plant and equipment

112,560

112,964
Less accumulated depreciation, depletion and impairment

(65,677)

(66,048)
Net property, plant and equipment

5

46,883

46,916

Restricted cash

3,668

3,964
Notes receivable – non-current

3

2,554

-
Long-term assets held for sale

-

2,123
Total Assets

$
63,696

$
56,914

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:

Accounts payable

$
860

$
610
Accrued liabilities

1,450

1,981
Convertible loan, net of discount – related party

7

-

5,431
Current portion of asset retirement obligations

8

121

121
Total Current Liabilities

2,431

8,143

Asset retirement obligations, net of current portion

8

5,025

4,668
Other long-term liabilities and deferred credits

500

500
Long-term liabilities related to assets held for sale

-

555
Total Liabilities

7,956

13,866

Commitments and Contingencies

12

Stockholders' Equity:

Common stock, 100,000,000 shares authorized, $.001 par value;

Issued shares – 27,484,935 and 16,675,419, respectively

Outstanding shares – 27,476,910 and 16,667,394, respectively

9

28

17
Paid-in capital

9,10

296,937

280,191
Accumulated other comprehensive income

(287)

-
Accumulated deficit

(240,680)

(236,902)
Treasury stock (8,025 and 8,025 shares, respectively), at cost

(258)

(258)
Total Stockholders' Equity

55,740

43,048

Total Liabilities and Stockholders' Equity

$
63,696

$
56,914
~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

WESTWATER RESOURCES, INC.
(formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in thousands of dollars, except share and per share amounts)
(unaudited)

For the Three Months Ended Sep 30,

For the Nine Months Ended Sep 30,

Notes

2017

2016

2017

2016

Operating Expenses:

Mineral property expenses

6

$
(1,316)

$
(1,039)

$
(3,637)

$
(2,908)
General and administrative

(1,700)

(1,883)

(4,976)

(6,035)
Accretion of asset retirement obligations

8

(132)

(120)

(395)

(360)
Depreciation and amortization

(27)

(56)

(104)

(188)
Impairment of uranium properties

-

-

-

(534)
        Total operating expenses

(3,175)

(3,098)

(9,112)

(10,025)

Non-Operating Income/(Expenses):

Loss on extinguishment of convertible debt

-

-

(39)

-
Interest income/(expense)

3,7

186

(671)

424

(2,194)
Commitment fees

-

-

-

(333)
Loss on sale of marketable securities

-

-

-

(116)
Gain on disposal of uranium properties

3

-

4,927

-
Other income, net

                    6

25

22

44
         Total other income/(expense)

192

(646)

5,334

(2,599)

Net Loss

$
(2,983)

$
(3,744)

$
(3,778)

$
(12,624)

Other Comprehensive Loss

Unrealized fair value decrease on marketable securities

$
(126)

$
-

$
(287)

$
(49)
Transfer to realized loss upon sale of available-for-sale securities

-

-

-

116
Comprehensive Loss

$
(3,109)

$
(3,744)

$
(4,065)

$
(12,557)

BASIC AND DILUTED LOSS PER SHARE

$
(0.12)

$
(0.38)

$
(0.16)

$
(1.81)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

  25,037,203

     9,741,331

   23,763,842

    6,963,869

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WESTWATER RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in thousands of dollars, except share and per share amounts)
(unaudited)

WESTWATER RESOURCES, INC.
(formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL CASH FLOW INFORMATION
(expressed in thousands of dollars)
(unaudited)

Nine Months Ended Sep 30,

Notes

2017

2016

Operating Activities:

Net loss

$
(3,778)

$
(12,624)
Reconciliation of net loss to cash used in operations:

Accretion of asset retirement obligations

8

395

360
Amortization of debt discount

30

1,355
Amortization of convertible loan establishment fee

-

75
Amortization of notes receivable discount

(553)

-
Loss on extinguishment of convertible debt

7

39

-
Unrealized holding loss on securities

-

116
Common stock issued as payment for commitment fees

-

333
Costs incurred for restoration and reclamation activities

8

(37)

(54)
Depreciation and amortization

104

188
Stock compensation expense

10

62

545
Gain on disposal of uranium properties

3

(4,927)

-
Impairment of uranium properties

-

534
Amortization of non-cash investor relations fees

175

-
Effect of changes in operating working capital items:

(Increase)/decrease in receivables

(5)

47
(Increase)/decrease in prepaid and other current assets

(101)

101
Decrease in payables, accrued liabilities and deferred credits

(280)

(830)
Net Cash Used In Operating Activities

(8,876)

(9,854)

Cash Flows From Investing Activities:

Purchase of equipment

              (100)

                    -
Proceeds from the sale of investments

-

247
Net decrease in restricted cash and short-term investments

23

               57
Proceeds from disposal of property, plant and equipment

3

1,950

-
Net Cash Provided By Investing Activities

1,873

304

Cash Flows From Financing Activities:

Payments on borrowings

7

(5,500)

-
Issuance of common stock, net

9

16,395

12,511
Payment of minimum withholding taxes on net share settlements of equity awards

(1)

-
Net Cash Provided By Financing Activities

10,894

12,511

Net increase in cash and cash equivalents

3,891

2,961
Cash and cash equivalents, beginning of period

3,309

865
Cash and Cash Equivalents, End of Period

$
7,200

$
3,826

Cash paid during the period for:

Interest

$
227

$
486
Supplemental Non-Cash Information With Respect to Investing and Financing Activities:

Common stock issued for settlement of accounts payable

$
300

$
834
Common stock issued for payment of convertible loan interest and fees

$
-

$
242
Common stock issued for payment of commitment fees

$
1,214

$
523
~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

WESTWATER RESOURCES, INC.
(formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(expressed in thousands of dollars, except share amounts)
(unaudited)

Common Stock

Shares

Amount

Paid-In Capital
Accumulated Other Comprehensive Loss

Accumulated Deficit

Treasury Stock

Total
Balances, January 1, 2017
16,667,394

$
17

$
280,191
$
-

$
(236,902)

$
(258)

$
43,048
Net loss
-

-

-
-

(3,778)

-

(3,778)
Common stock issued, net of issuance costs
9,776,396

10

15,172

-

-

-

15,182
Common stock issued for commitment fees
880,000

1

1,213
-

-

-

1,214
Common stock issued for investor relations fees
150,000

-

300
-

-

-

300
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes
3,120

-

62
-

-

-

62
Minimum withholding taxes on net share settlements of equity awards
-

-

(1)
-

-

-

(1)
Unrealized holding loss on marketable securities
-

-

-
(287)

-

-

(287)
Balances, September 30, 2017
27,476,910

$
28

$
296,937
$
(287)

$
(240,680)

$
(258)

$
55,740

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,


2021

2020

2021

2020


Operating Expenses:

Product development expenses

$
(2,109)

$
(175)

$
(3,932)

$
(301)

Exploration expenses

(384)

(6)

(529)

(6)

General and administrative expenses

(2,198)

(1,226)

(4,282)

(2,588)

Arbitration costs

(13)

(28)

(1,545)

(697)

Depreciation and amortization

(1)

(2)

(2)

(4)

Total operating expenses

(4,705)

(1,437)

(10,290)

(3,596)

Non-Operating Income/(Expenses):







Unrealized investment gain

1,218

—

1,411

—

Other income (expense)

7

1

9

(2)

Total other income (expense)

1,225

1

1,420

(2)





Net Loss from continuing operations

(3,480)

(1,436)

(8,870)

(3,598)

Net Loss from discontinued operations

—

(1,031)

—

(2,156)

Net Loss

$
(3,480)

$
(2,467)

$
(8,870)

$
(5,754)









BASIC AND DILUTED LOSS PER SHARE

LOSS PER SHARE FROM CONTINUING OPERATIONS

$
(0.11)

$
(0.25)

$
(0.29)

$
(0.74)

LOSS PER SHARE FROM DISCONTINUED OPERATIONS

$
—

$
(0.18)

$
—

$
(0.44)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

32,431,919

5,786,117

30,525,520

4,895,533

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WESTWATER RESOURCES, INC.
~~(formerly Uranium Resources, Inc.)~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL CASH FLOW INFORMATION
(expressed in thousands of dollars)
(unaudited)

For the Six Months Ended June 30,


2021

2020
Operating Activities:




Net loss

$
(8,870)

$
(5,754)
Reconciliation of net loss to cash used in operations:



Non-cash lease expense

—

2
Accretion of asset retirement obligations

—

138
Costs incurred for restoration and reclamation activities

—

(167)
Depreciation and amortization

2

30
Stock compensation expense

295

28
Unrealized (gain) on equity securities

(1,411)

—
Gain on disposal of fixed assets

—

(21)
Effect of changes in operating working capital items:

(Increase) in prepaids and other assets

(74)

(148)
(Decrease)/Increase in payables and accrued liabilities

925

(173)
Net Cash Used In Operating Activities

(9,133)

(6,065)

Cash Flows From Investing Activities




Proceeds from PPP loan escrow

333

—
Building deposit

(100)

—
Capital expenditures

—

(87)
Net Cash Provided By Investing Activities

233

(87)

Cash Flows From Financing Activities:




Proceeds from note payable

—

331
Issuance of common stock, net

77,863

6,291
Payment of minimum withholding taxes on net share settlements of equity awards

(150)

—
Net Cash Provided By Financing Activities

77,713

6,622




Net increase in cash, cash equivalents and restricted cash

68,813

470
Cash, Cash Equivalents and Restricted Cash, Beginning of Period

50,325

5,667
Cash, Cash Equivalents and Restricted Cash, End of Period

$
119,138

$
6,137

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WESTWATER RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(expressed in thousands of dollars, except share amounts)
(unaudited)

Common Stock

Paid-In

Accumulated

Treasury

Six months ended June 30, 2021

Shares

Amount

Capital

Deficit

Stock

Total
Balances, January 1, 2021

19,172,020

$
19

$
383,723

$
(326,013)

$
(258)

$
57,471
Net loss

—

—

—

(8,870)

—

(8,870)
Common stock issued, net of issuance costs

14,307,270

14

77,849

—

—

77,863
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes

57,186

—

295

—

—

295
Minimum withholding taxes on net share settlements of equity awards

—

—

(150)

—

—

(150)
Balances, June 30, 2021

33,536,476

$
33

$
461,717

$
(334,883)

$
(258)

$
126,609

Three months ended June 30, 2021

Balances, March 31, 2021

32,336,476

$
32

$
455,854

$
(331,403)

$
(258)

$
124,225
Net loss

—

—

—

(3,480)

—

(3,480)
Common stock issued, net of issuance costs

1,200,000

1

5,659

—

—

5,660
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes

—

—

204

—

—

204
Balances, June 30, 2021

33,536,476

$
33

$
461,717

$
(334,883)

$
(258)

$
126,609

Common Stock

Paid-In

Accumulated

Treasury

Six months ended June 30, 2020

Shares

Amount

Capital

Deficit

Stock

Total
Balances, January 1, 2020

3,339,541

$
3

$
319,758

(302,439)

$
(258)

$
17,064
Net loss

—

—

—

(5,754)

—

(5,754)
Common stock issued, net of issuance costs

3,324,924

4

6,287

—

—

6,291
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes

511

—

28

—

—

28
Balances, June 30, 2020

6,664,976

$
7

$
326,073

$
(308,193)

$
(258)

$
17,629

Three months ended June 30, 2020

Balances, March 31, 2020

4,762,794

$
5

$
322,227

$
(305,726)

$
(258)

$
16,248
Net loss

(2,467)

—

(2,467)
Common stock issued, net of issuance costs

1,902,182

2

3,818

—

—

3,820
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes

—

—

28

—

—

28
Balances, June 30, 2020

6,664,976

$
7

$
326,073

$
(308,193)

$
(258)

$
17,629

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

WESTWATER RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements for Westwater Resources, Inc. (the “Company,” “we,” “us,” “WWR” or ~~“WWR”~~“Westwater”)~~, formerly known as Uranium Resources, Inc.~~, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in Westwater Resources, Inc.’s ~~2016~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2020. In the opinion of management, all adjustments (which are of a normal, recurring nature) considered necessary for a fair presentation have been included. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, ~~2017.~~2021.
Significant Accounting Policies
Our significant accounting policies are detailed in Note 1, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements within our Annual Report on Form 10-K for the year ended December 31, 2020.
Recently Adopted Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740)” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 became effective for interim and annual periods beginning after December 15, 2020. The adoption of ASU 2019-12 did not result in a material impact to our condensed consolidated financial statements.
Recently Issued 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 does not believe that the adoption of this guidance will have a material impact on our financial statements.
~~In November~~June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”. ASU 2016-13 will change how companies account for credit losses for most financial assets and certain other instruments. For trade receivables, loans and held-to-maturity debt securities, companies will be required to estimate lifetime expected credit losses and recognize an allowance against the related instruments. For available for sale debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. The adoption of this update, if applicable, will result in earlier recognition of losses and impairments. ASU 2016-13 will be effective for interim and annual periods beginning after December 15, 2022.
In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to ASC 326, Financial Instruments – Credit Losses.” ASU 2016-13 introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. That methodology replaces the probable, incurred loss model for those assets. ASU 2018-19 is the final version of Proposed Accounting Standards Update ~~No. 2016-18, Statement~~2018-270, which has been deleted. Additionally, the amendments clarify that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. ASU 2018-19 will be effective for interim and annual periods beginning after December 15, 2022.
The Company is currently evaluating ASU 2016-13 and ASU 2018-19 for the potential impact of adopting this guidance on its financial reporting.

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Cash, ~~Flows:~~Cash Equivalents and Restricted Cash ~~which will require that~~
The following table provides a ~~statement of cash flows explain the change during period in the total~~reconciliation of cash, cash equivalents and ~~amounts generally described as~~ restricted cash oras reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the statement of cash flows.

As of June 30,
(thousands of dollars)

2021

2020
Cash and cash equivalents

$
119,138

$
2,330
Restricted cash - pledged deposits for performance bonds

—

3,807
Cash, cash equivalents and restricted cash shown in the statement of cash flows

$
119,138

$
6,137

The Company’s restricted cash ~~equivalents. As a result, amounts generally described~~on June 30, 2020, consisted of funds held in money market accounts and used as collateral for performance obligation bonds related to the future restoration and reclamation of the Company’s South Texas uranium properties. The performance obligation bonds were required for future restoration and reclamation obligations for the Company’s South Texas uranium properties. With the divestiture of the Company’s uranium subsidiaries, all performance obligations and related restricted cash was transferred to enCore Energy Corp. (“enCore”) as of December 31, 2020. The funds were not available for the payment of general corporate expenses and ~~restricted cash equivalents should be included with~~were excluded from cash and cash equivalents ~~when reconciling~~as of June 30, 2020.

2. LIQUIDITY
The Company last recorded revenues from operations in 2009. Since 2009, the ~~beginning-of-period~~Company has relied on equity financings, debt financings and ~~end-of-period total amounts shown~~asset sales to fund its operations. The Company expects to rely on debt and equity financing to fund its operations for the foreseeable future. The Company will also continue its cost reduction initiatives to identify ways to reduce its cash expenditures.
In 2016, the Company began to expand its business plan into acquisition and development of energy-related materials. First, in 2016 the Company obtained lithium mineral leases in Nevada and Utah as an exploration opportunity. Then, in 2018 the Company acquired Alabama Graphite Corp. and its Coosa Graphite Project in Alabama for the purpose of developing a commercial sized graphite mineral deposit and processing the flake graphite into advanced graphite products for use in batteries. In the third quarter of 2020, the Company executed the strategic decision to focus its resources on the statement of cash flows. The ASU applies to all entities and is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. As a result, upon adoption, the Company will include the restricted cash amountgraphite business in Alabama, discontinuing its investment in its ~~beginning-of-period~~lithium mineral properties and ~~end-of-period reconciliations~~selling its uranium business, located in Texas and New Mexico, to enCore. As discussed in Note 3, the sale to enCore closed on December 31, 2020, and included the elimination of ~~cash on its statement~~a $9.3 million bonding liability, the elimination of ~~cash flows. For~~$5.2 million in asset retirement obligations, and the ~~nine months ended September 30, 2017, this would have resulted in the Company including an additional~~elimination of more than $4.0 million in ~~its beginning-of-period cash balance~~annual expenditures related to reclamation and ~~an additional $3.7~~compliance costs. The Company received approximately $1.8 million ~~in its end-of-period cash balance.~~of enCore common stock and retained royalty interests on the New Mexico uranium properties as consideration for the sale. The Company also ~~would not have recorded a release of restricted cash of $0.3 million~~retained its uranium interests in ~~the investing section of its statement of cash flows.~~
~~2. LIQUIDITY~~
~~At September 30, 2017,~~Turkey, which are subject to ongoing international arbitration proceedings, in which the Company ~~had working capital~~is seeking damages.
During the first six months of $8.2 million, which along with the anticipated funding from the financing agreements described below, is expected to provide it with the necessary liquidity through September 30, 2018. At December 31, 2016,2021, the Company ~~had~~focused on graphite process development activities including operation of a ~~working capital deficit~~pilot program for processing flake graphite into battery-grade graphite products and the initiation of ~~$4.2~~a Definitive Feasibility Study (“DFS”) on the Coosa Graphite Project. The data generated and experience gained from operating the pilot program are being used to inform the DFS and will also inform the requirements and specifications for building a commercial graphite processing facility.
On June 30, 2021, the Company’s cash balance was approximately $119.1 million. ~~The increase in working capital of $12.4 million for~~During the ~~nine~~six months ended ~~September~~June 30, ~~2017 was primarily due to~~2021, the ~~following:~~
•
~~the completion~~Company sold 9.3 million shares of ~~three equity offerings in January 2017, February 2017 and September 2017~~common stock for net proceeds of ~~$8.9~~$47.3 million ~~$4.5 million and $2.0 million respectively, as further described in Note 9, below;~~
•
~~the completion of the sale of the Company’s wholly-owned subsidiary Hydro Resources Inc. (“HRI”)~~pursuant to Laramide Resources Ltd. (“Laramide”) on January 5, 2017. Upon completion, the Company received $2.2 million in cash, a $5.0 million promissory note, of which $1.5 million is due in January 2018, 2,218,333 shares of Laramide Resources Ltd.’s common stock which had a fair value of $0.5 million at September 30, 2017 and 2,218,333 common stock purchase warrants which had a fair value of $0.3 million at September 30, 2017. Details regarding this transaction are discussed in Note 3, below; and
•
~~the repayment of the $5.5 million outstanding balance under the RCF Loan (defined in Note 7, below.)~~
~~Also during the nine months ending September 30, 2017, the Company entered into the following financing agreements and anticipates funding from these sources to sustain operations through 2018:~~

~~WESTWATER RESOURCES, INC.~~
~~(formerly Uranium Resources, Inc.)~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~

•
its Controlled Equity Offering ~~Sales Agreement~~

~~On April 14, 2017, the Company entered into a Controlled Equity Offering~~^SM 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 $30.0~~5.0 million (the “ATM Offering”), of which approximately $28.9 million is available for future sales as of November 9, 2017. The Company is unable to sell shares of its common stock through the Controlled Equity Offering Sales Agreement on dates that it places shares with Aspire Capital through its CSPA, as discussed below.

•
~~Common Stock Purchase Agreement~~

On September 25, 2017, the Company entered into a Common Stock Purchase Agreement (“CSPA”) with Aspire Capital Fund, LLC (“Aspire Capital”) to place up to $22.0 million in the aggregate of its common stock over a term of 30 months. Upon execution of the CSPA, the Company issued 880,000 shares of common stock for net proceeds of $30.6 million pursuant to ~~Aspire Capital as a commitment fee. The Company cannot sell in excess of 5,033,677 shares of common stock, including~~ the ~~880,000 commitment shares (“Exchange Cap”), unless (i) stockholder approval is obtained, or (ii) the average price paid for all shares issued under the~~December 2020 Purchase Agreement ~~(including the 880,000 commitment shares) is equal to or greater than $1.38.~~(“PA”) (as defined below) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see Note 7). As of ~~November 9, 2017,~~June 30, 2021, the Company has ~~dollar capacity~~0 shares of ~~$20.0 million~~

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

common stock registered for sale under the ATM Offering Agreement and has 10,800,000 of common stock available for future sales ~~limited~~pursuant to the Lincoln Park December 2020 PA.

Management believes the Company’s current ~~Exchange Cap of 2.7 million shares of common stock unless conditions (i) or (ii) above are met. See Note 9 below for further details.~~

cash balance is sufficient to fund its planned non-discretionary expenditures through 2022. The Company ~~believes that~~is evaluating the ~~ATM Offering~~continued use of the Cantor and Lincoln Park financing facilities to support construction of the CSPA, along with its existing working capital balance, will provide it with the necessary liquidity to fund operations through 2018. The Company will also continue to explore additional opportunities to raise capital, further monetize its non-core assets and identify ways to reduce its cash expenditures.

commercial graphite processing facility. 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 ~~the Company’s~~its needs, or on terms acceptable to the Company. Stock price volatility and uncertain economic conditions caused by the COVID-19 pandemic and the recent emergence of variant strains of the virus could significantly impact the Company’s ability to raise funds through equity financing. Market conditions, including but not limited to, inflation, labor shortages and supply change disruptions could adversely impact the planned cost of the Company’s commercial graphite processing facility. Along with evaluating the continued use of the Cantor and Lincoln Park financing facilities, the Company may consider project financing to fund the construction of the commercial graphite processing facility. In the event ~~that~~ funds are not available for project financing to complete construction of the commercial graphite processing facility in 2022, the Company expects to be able to fund its non-discretionary expenditures, however, the Company may be required to ~~materially~~ change its planned business ~~plans.~~development strategies.

3. ~~DISPOSAL OF HYDRO RESOURCES, INC.~~ACQUISITIONS AND DISPOSALS

Sale of Uranium Business to enCore Energy

On ~~January 5, 2017, Laramide~~December 31, 2020, Westwater, and its wholly owned subsidiary URI Neutron Holdings II, Inc. (“Neutron Holdings”), entered into a securities purchase agreement with enCore (the “Purchase Agreement”) to sell their subsidiaries engaged in the ~~Company~~uranium business in Texas and New Mexico (the “Uranium Subsidiaries”) to enCore. The transaction closed December 31, 2020.

At the ~~sale~~closing of the ~~Company’s wholly-owned subsidiary HRI, which holds~~transaction, enCore delivered $0.7 million in cash and issued $1.8 million worth of its common shares to Westwater, and Westwater and Neutron Holdings transferred all of the ~~Churchrock~~equity interests in the Uranium Subsidiaries to enCore along with a database relating to the Grants Mineral Belt located in New Mexico. In addition, enCore delivered to Westwater a 2% net smelter return royalty (“NSR Royalty”) on production from the uranium properties held by Uranco, Inc. in New Mexico, and ~~Crownpoint projects, pursuant~~a 2.5% net profits interest (“NPI”) in the profits from operations of Neutron Energy, Inc.’s Juan Tafoya and Cebolleta Projects. Pursuant to ~~a Share Purchase Agreement (the “Laramide SPA”). Under~~ the terms of the ~~Laramide SPA, executed on April 7, 2016~~Purchase Agreement, enCore has also agreed to replace the indemnification obligations of Westwater for certain reclamation surety bonds held in the name of URI, Inc., and ~~amended on December 5, 2016, the Company received the following consideration:~~

•
~~$2.5~~Westwater transferred to enCore all rights to $3.8 million in cash collateral held to secure such indemnity obligations.
Also, at closing, in accordance with the terms of the Side Letter executed by the parties to the Purchase Agreement, Westwater delivered $0.3 million in cash to enCore, which ~~$0.25 million~~amount was ~~paid~~to be delivered in escrow upon the request of the lender, Celtic Bank, under the loan made to URI, Inc. in May 2020 pursuant to the Small Business Administration (“SBA”) Paycheck Protection Program (the “PPP Loan”). The escrowed amount was to be released to Westwater upon, and subject to, forgiveness of the PPP Loan under the terms of the CARES Act. The PPP Loan forgiveness application was filed on ~~October 21, 2016;~~
•
~~2,218,333 shares of Laramide common stock~~January 25, 2021, and ~~2,218,333 Laramide common stock purchase warrants. Each common stock purchase warrant entitles the Company to purchase one share of common stock of Laramide at~~Westwater received a ~~price of CDN$0.45 for a period of 60 months~~notification from the ~~date of closing;~~
•
a $5.0 million promissory note, secured by a mortgage over the 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 payments of approximately $1.5 million are due and payableSBA on January 5 in each of 2018 and 2019, with the balance of $2.0 million due and payable on January 5, 2020. Interest is payable on a quarterly basis, provided however that no interest will be payable until March 31, 2018. Laramide will have the right to satisfy up to half of each of these 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;
•
~~a retained 4.0% Net Smelter Return Royalty (“NSR Royalty”) on the Churchrock project, which royalty may be repurchased by Laramide by January 5, 2018 for $4.95 million; and~~

~~WESTWATER RESOURCES, INC.~~
~~(formerly Uranium Resources, Inc.)~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~

•
an option to purchase Laramide’s La Sal project for $3.0 million and an option to purchase its La Jara Mesa project for $5.0 million, both of which expire on January 5, 2018. Any such exercise by the Company will first result in a reduction2021 that 100% of the ~~principal amount due under~~loan had been forgiven. As a result, on March 31, 2021, the ~~promissory note with any remaining portions of the purchase price~~escrowed funds were returned to ~~be paid in cash by the Company.~~Westwater.

The divestiture of ~~HRI~~the uranium business was accounted for as an asset disposal and the non-cash consideration received from ~~Laramide~~enCore was recorded at fair value. ~~The fair value~~In accordance with the terms of the Purchase Agreement, non-cash consideration included the receipt of shares of ~~Laramide~~enCore common stock ~~received~~valued in the amount of $1.8 million. The number of shares issued at closing was 2,571,598. The number of shares was determined ~~using~~by a pricing formula based on the ~~closing share~~volume

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

weighted average price (“VWAP”) of enCore’s common shares for the ten trading days ending on and including December 30, 2020. The VWAP formula resulted in a price of ~~Laramide’s stock on January 5, 2017. The fair value~~$0.698 per share of ~~the~~enCore common stock purchase warrants was determined using the Black-Scholes method on April 27, 2017, which was the date that Laramide’s stockholders approved the issuance of the warrants. 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%. The Company did not record a separate fair value for the options as the exercise of the options would reduce the amount outstanding under the notes receivable. Duestock.

Finally, due to the high degree of uncertainties surrounding future mine development and ~~minerals~~uranium prices, as well as limited marketability, the Company determined the fair value of the NSR Royalty and NPI to be ~~nil. The following fair value amounts were recorded as the purchase consideration:~~


~~(thousands of dollars)~~		~~Fair Value~~
~~Cash, less transaction costs~~		$ ~~1,950~~
~~Laramide common stock~~		~~568~~
~~Laramide common stock purchase warrants~~		~~506~~
~~Notes receivable~~		~~3,501~~
~~Total consideration received~~		$ ~~6,525~~

~~The fair value~~ of the shares of Laramide’s common stock and common stock purchase warrants received were valued using Level 1 inputs of the fair value hierarchy and the fair value of the notes receivable was valued using Level 2 inputs, as defined in Note 4 below. NaN value.

~~The Company recorded the following gain on disposal of uranium properties within its Condensed Consolidated Statement of Operations:~~


~~(thousands of dollars)~~
~~Total consideration received~~		$ ~~6,525~~
~~Carrying value of Churchrock project~~		~~(2,123)~~
~~Carrying value of other plant and equipment~~		~~(31)~~
~~Accounts payable~~		1
~~Asset retirement obligation~~		~~105~~
~~Royalty payable on Churchrock project~~		~~450~~
~~Gain on disposal of HRI~~		$ ~~4,927~~

4. FINANCIAL INSTRUMENTS
Applicable accounting standards define fair value as the price that would be received to sell an asset or 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 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that are observable at the measurement date.~~
•
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
•
Level 3 includes unobservable inputs that reflect management’s assumptions about what factors market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including internal data.

● Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that are observable at the measurement date.
● Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
● Level 3 includes unobservable inputs that reflect management’s assessment about what factors market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including internal data.

~~WESTWATER RESOURCES, INC.~~
~~(formerly Uranium Resources, Inc.)~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~

The Company believes that the fair ~~values~~value of ~~our~~its assets and liabilities ~~approximate~~approximates their reported carrying amounts. The following table presents information about assets that were recorded at fair value on a recurring and non-recurring basis as of ~~September~~June 30, ~~2017~~2021, and December 31, ~~2016~~2020, and ~~indicate~~indicates the fair value ~~hierarchy:~~hierarchy.

September 30, 2017
(thousands of dollars)

Level 1
Level 2
Level 3
Total
Current Assets

Marketable securities and short term investments

$
1,060
$
-
$
-
$
1,060
Total current assets recorded at fair value

$
1,060
$
-
$
-
$
1,060
Non-Current Assets

Restricted cash

3,668
-
-
3,668
Total non-current assets recorded at fair value

$
3,668
$
-
$
-
$
3,668

December 31, 2016

Level 1
Level 2
Level 3
Total
Non-Current Assets

Restricted cash

$
3,964
$
-
$
-
$
3,964
Total non-current assets recorded at fair value

$
3,964
$
-
$
-
$
3,964

June 30, 2021
(thousands of dollars)

Level 1

Level 2

Level 3

Total
Current Assets








Equity securities

$
2,931

$
—

$
—

$
2,931
Total current assets recorded at fair value

$
2,931

$
—

$
—

$
2,931

December 31, 2020
(thousands of dollars)

Level 1

Level 2

Level 3

Total
Current Assets








Equity securities

$
—

$
—

$
1,520

$
1,520
Total current assets recorded at fair value

$
—

$
—

$
1,520

$
1,520
Non-current Assets








Restricted cash

$
10

$
—

—

$
10
Total non-current assets recorded at fair value

$
10

$
—

$
—

$
10

Assets that are measured on a recurring basis include the Company’s marketable securities and restricted cash. Equity securities on the balance sheet at December 31, 2020, and June 30, 2021, consist solely of shares of common stock received as partial consideration for the sale of uranium assets to enCore (see Note 3). Further, the sale of the enCore shares was restricted and resulted in the Company applying a discount for the lack of marketability prior to May 1, 2021. As of June 30, 2021, the restrictions on the sale of enCore stock have expired and the shares are currently available for

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

sale. The fair value of the securities now reflects the unadjusted market price of enCore shares as of June 30, 2021. With the lifting of restrictions and no anticipated lack of marketability, the measurement in equity securities is now considered a Level 1 input. The Company recognized a $1.4 million increase in the fair value of the equity securities in net income for the six-month period ended June 30, 2021.

5. PROPERTY, PLANT AND EQUIPMENT

Net Book Value of Property, Plant and Equipment at September 30, 2017
(thousands of dollars)

Turkey

Texas

New Mexico

Corporate

Total
Uranium plant

$
-

$
8,447

$
-

$
-

$
8,447
Mineral rights and properties

17,968

-

19,102

-

37,071
Other property, plant and equipment
20

1,132

-

214

1,366
     Total

$
17,988

$
9,579

$
19,102

$
214

$
46,883

Net Book Value of Property, Plant and Equipment at December 31, 2016
(thousands of dollars)

Turkey

Texas

New Mexico

Corporate

Total
Uranium plant

$
-

$
8,459

$
-

$
-

$
8,459
Mineral rights and properties

17,968

-

19,102

-

37,070
Other property, plant and equipment
22

1,224

-

141

1,387
     Total

$
17,990

$
9,683

$
19,102

$
141

$
46,916

Net Book Value of Property, Plant and Equipment at June 30, 2021
(thousands of dollars)

Alabama

Corporate

Total
Mineral rights and properties

8,972

—

8,972
Other property, plant and equipment

—

11

11
Total

$
8,972

$
11

$
8,983

Net Book Value of Property, Plant and Equipment at December 31, 2020
(thousands of dollars)

Alabama

Corporate

Total
Mineral rights and properties

8,972

—

8,972
Other property, plant and equipment

—

13

13
Total

$
8,972

$
13

$
8,985

Impairment of Property, Plant and Equipment

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. For the six months ended June 30, 2021, no events or changes in circumstance are believed to have impacted recoverability of the Company’s long-lived assets. Accordingly, it was determined that 0 interim impairment was necessary.

6. DISCONTINUED OPERATIONS
In the third quarter of 2020, the Company executed the strategic decision to focus its resources on its graphite business, as further discussed above, and discontinue its investment in its lithium business. On December 31, 2020, the Company entered into a Purchase Agreement pursuant to which it agreed to sell its subsidiaries engaged in the Uranium Subsidiaries to enCore. The transaction closed on December 31, 2020. The Company’s lithium business included mineral leases and water rights in Nevada and Utah. The Company elected not to renew the annual lease rentals on the mineral properties, which also voids the water rights.

In accordance with ASC 205-20 – “Discontinued Operations,” the enCore transaction represented a major strategic shift for Westwater and resulted in the reclassification of the Company’s uranium activities as discontinued operations and disclosure of the associated profit/loss of the Company’s uranium business as a separate line-item on the Company’s Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021.

Table of Contents

WESTWATER RESOURCES, INC.

~~(formerly Uranium Resources, Inc.)~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~6. MINERAL PROPERTY EXPENDITURES~~

~~Mineral property expenditures by geographical location~~The results of the Company’s uranium and lithium business segments included in discontinued operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016are~~2020, were as follows:

For the Three Months Ended

For the Six Months Ended
(thousands of dollars)

June 30, 2020

June 30, 2020
Mineral property expenses

$
(570)

$
(1,172)
General and administrative expenses

(433)

(850)
Accretion of asset retirement obligations

(32)

(138)
Depreciation and amortization

(15)

(26)
Other income (expense)

19

30
Net Loss from Discontinued Operations

$
(1,031)

$
(2,156)

For the Three Months Ended Sep 30,

For the Nine Months Ended Sep 30,

2017

2016

2017

2016

(thousands of dollars)
Temrezli project, Turkey

$
63

$
31

$
186

$
453
     Total Turkey projects

63

31

186

453

Kingsville Dome project, Texas

197

214

616

624
Rosita project, Texas

188

130

472

290
Vasquez project, Texas

117

105

399

365
Other projects, Texas

26

11

30

80
     Total Texas projects

528

460

1,517

1,359

Cebolleta project, New Mexico

-

-

538

537
Juan Tafoya project, New Mexico

38

37

354

48
Other projects, New Mexico

-

32

2

32
     Total New Mexico projects

38

69

894

617

Columbus Basin project, Nevada

481

113

667

113
Railroad Valley project, Nevada

80

-

238

-
Other projects, Nevada

8

14

11

14
     Total Nevada projects

569

127

916

127

Sal Rica project, Utah

118

352

124

352
     Total Utah projects

118

352

124

352

Total expense for the period

$
1,316

1,039

$
3,637

$
2,908
~~On June 20, 2017, the Company acquired its third lithium exploration project through the staking of 9,270 acres of federal placer mining claims within the Railroad Valley of central Nevada.~~
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. The Company has the right to conduct exploration activities on the claims during the one-year option period. Under the option agreement, the Company may acquire the mineral property claims on or before March 24, 2018 in exchange for 200,000 shares of its common stock and a 1% NSR Royalty on the claims. The Company paid $75,000 for this option, which has been included as exploration expenseOur cash flow information for the ~~Columbus Basin project.~~six months ended June 30, 2020, included the following activities related to discontinued operations:

For the Six Months Ended
(thousands of dollars)

June 20, 2020
Depreciation and amortization
$
26
Capital Expenditures

(87)
Accretion of asset retirement obligations

138

~~WESTWATER RESOURCES, INC.~~
~~(formerly Uranium Resources, Inc.)~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~

7. ~~CONVERTIBLE LOAN~~
On November 13, 2013, the Company entered into a loan agreement (the “RCF Loan”) with Resource Capital Fund V L.P. (“RCF”), whereby RCF agreed, subject to the terms and conditions set forth in the RCF Loan, to provide a secured convertible loan facility of up to $15.0 million to the Company, which was subsequently amended on April 29, 2014 to reduce the amount available thereunder from $15.0 million to $8.0 million. The Company exchanged $2.5 million in principal for shares of its common stock in December 2016 and repaid the $5.5 million outstanding balance under the RCF Loan on February 9, 2017. No further obligations remain under the RCF Loan following the repayment. In addition, on July 31, 2017, the Company and RCF terminated the Stockholders’ Agreement dated March 1, 2012, pursuant to which RCF had certain stock participation rights and Board rights.
As a result of the repayment, the Company recorded a loss of $39,000 on the extinguishment of debt which represented the difference between the principal amount of $5.5 million and the carrying value of the RCF Loan on the date of repayment.
~~8. ASSET RETIREMENT OBLIGATIONS~~
~~The following table summarizes the changes in the reserve for future restoration and reclamation costs on the balance sheet:~~

September 30,

December 31,

2017

2016
(thousands of dollars)

Balance, beginning of period

$
4,894

$
4,468
Liabilities settled

(37)

(54)
Liabilities disposed

(106)

Accretion expense

395

480
Balance, end of period

5,146

4,894
     Less: Current portion

(121)

(121)
     Less: Liabilities held for sale

-

(105)
Non-current portion

$
5,025

$
4,668
The Company is currently performing surface reclamation activities at its Rosita project located in Duval County, Texas. The Company’s current liability of $0.1 million consists of the estimated costs associated with current surface reclamation activities through September 2018 at the Company’s Rosita project.
9. COMMON STOCK
Common Stock Issued, Net of Issuance Costs
~~Confidentially Marketed Public Offering~~December 2020 Purchase Agreement with Lincoln Park Capital Fund, LLC
On ~~January 19, 2017,~~December 4, 2020, the Company ~~completed~~entered into a ~~registered public offering for net proceeds~~Purchase Agreement with Lincoln Park (the “December 2020 PA”) to place up to $100.0 million in the aggregate of ~~$8.9 million.~~the Company's common stock on an ongoing basis when required by the Company over a term of 36 months. The Company controls the timing and amount of any sales to Lincoln Park, and Lincoln Park is obligated to make purchases in accordance with the December 2020 PA. Any common stock that is sold ~~1,399,140~~to Lincoln Park will occur at a purchase price that is based on an agreed upon fixed discount to the Company's prevailing market prices at the time of each sale and with no upper limits to the price Lincoln Park may pay to purchase common stock. The agreement may be terminated by the Company at any time, in its sole discretion, without any additional cost or penalty.
The December 2020 PA specifically provides that the Company may not issue or sell any shares of its common stock under the agreement if such issuance or sale would breach any applicable rules of the NYSE American Stock Exchange (“NYSE American”). In particular, NYSE American General Rule 713(a) provides that the Company may not issue or sell more than 19.99% of the number of shares of the Company’s common stock that were outstanding immediately prior to the execution of the December 2020 PA unless (i) shareholder approval is obtained or (ii) the average price of all applicable sales of common stock to Lincoln Park under the December 2020 PA, equals or exceeds $6.15. The Company held its 2021 Annual Shareholders Meeting on May 21, 2021 and obtained shareholder approval for the issuance of more than 19.99% of the shares of the Company’s common stock outstanding.
Lincoln Park has no right to require the Company to sell any shares of common stock ~~at a price of $2.01 per share and 3,426,731 pre-funded warrants at a price of $2.00 per warrant. The warrants have an exercise price of $0.01. All of the pre-funded warrants have been exercised.~~
~~Registered Direct Offering~~
~~On February 16, 2017,~~to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company ~~completed a registered direct offering for net proceeds~~directs, subject to certain conditions. In all instances, the Company may not sell shares of ~~$4.5 million with Aspire Capital whereby Aspire Capital purchased 2,100,000 shares~~its common stock to Lincoln Park under the December 2020 PA if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock at ~~a price~~any one point in time.

Table of $1.58 and 748,101 pre-funded common stock purchase warrants at a price of $1.57. The warrants have an exercise price of $0.01 per share and a term of three years. All of the pre-funded warrants have been exercised.Contents

WESTWATER RESOURCES, INC.

~~(formerly Uranium Resources, Inc.)~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

During the three and six months ended June 30, 2021, pursuant to the December 2020 PA with Lincoln Park, the Company sold 1.2 million and 5.0 million shares of common stock respectively, for net proceeds of $5.7 million and $30.6 million, respectively. These shares were sold pursuant to a Form S-3 registration statement filed pursuant to Rule 424(b)(3) and declared effective by the Securities and Exchange Commission on December 4, 2020.

~~Controlled Equity~~ATM Offering ~~Sales~~ Agreement with Cantor
On April 14, 2017, the Company entered into ~~the ATM~~a Controlled Equity Offering^SM Sales Agreement (the “ATM Offering Agreement”) with Cantor acting as sales agent. Under the ATM Offering Agreement, 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, which shares are registered under a registration statement on Form S-3, which was declared effective on March 9, 2017.~~offerings. The Company pays Cantor a commission ~~equal~~of up to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM ~~Offering. As of November 9, 2017,~~Offering Agreement.

During the six months ended June 30, 2021, the Company ~~had~~ sold ~~673,853~~9.3 million shares of common stock for net proceeds of ~~$1.1~~$47.3 million ~~under the ATM Offering. As a result, the Company had approximately $28.9 million remaining available for future sales under the ATM Offering.~~
~~Common Stock Purchase Agreement 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. The Company will control the timing and amount of sales to Aspire Capital, and at a price based on market prices at that time. As consideration for Aspire Capital entering into the purchase agreement, the Company issued 880,000 shares of its common stock to Aspire Capital. The shares of common stock subject to the CSPA were registered pursuant to the ATM Offering Agreement with Cantor. These shares were sold pursuant to a prospectus supplement filed on December 4, 2020, pursuant to Rule 424(b)(5) as a takedown off the Company’s ~~effective~~ shelf registration statement which had been declared effective by the Securities and Exchange Commission on ~~Form S-3.~~

~~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~~December 1, 2020. The Company did 0t sell any shares ~~of common stock for which the Company received proceeds of $2.0 million. There were no other sales~~ of common stock pursuant to the ~~CSPA and as~~ATM Offering Agreement for the three months ended June 30, 2021. As of ~~November 9, 2017, $20.0 million~~June 30, 2021, the Company has 0 shares of ~~the aggregate $22.0 million remained available~~common stock registered for ~~future sales~~sale under the ~~CSPA.~~ATM Offering Agreement.
~~Common Stock Issued~~
Warrants
The following table summarizes warrants outstanding and changes for ~~Investor Relations Fees~~the six-month periods ending June 30, 2021, and 2020:

June 30, 2021

June 30, 2020

Number of

Number of

Warrants

Warrants
Warrants outstanding at beginning of period

0

197,622
Issued

0

0
Expired

0

(11,440)
Warrants outstanding at end of period

0

186,182

On ~~February 28, 2017,~~October 6, 2020, a warrant holder of 182,515 warrants provided notice of exercise. The warrant holder elected the cashless exercise method to convert the warrants to shares of common stock. Based on the cashless exercise formula, the Company issued ~~150,000~~the warrant holder 118,799 shares ~~with a fair market value~~ of ~~$0.3 million or $2.00 per share as partial consideration for investor relations services that will be provided to the Company over the ensuing 12 months.~~common stock.
~~10.~~
8. STOCK-BASED COMPENSATION
Stock-based compensation awards consist of stock options, restricted stock units ~~(“RSUs”)~~ and ~~restricted stock awards (“RSAs”)~~bonus shares issued under the Company’s equity incentive plans which include: the 2013 Omnibus Incentive Plan (the “2013 Plan”)~~; the 2007 Restricted Stock Plan (the “2007 Plan”);~~ and 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, April 18, 2019, April 28, 2020, and May 21, 2021, the Company’s stockholders approved ~~an amendment~~amendments 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~~20,000 shares, 66,000, 350,000, and ~~to re-approve~~1,500,000 shares, respectively, and in 2017 re-approved the material terms of the performance goals under the plan. Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards, 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. 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

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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 ~~plan.~~ other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan.
As of ~~November 9, 2017, the Company had 561,232~~June 30, 2021, 1,279,774 shares were available for future issuances under the 2013 Plan.
For the three and six months ~~ending September~~ended June 30, ~~2017 and 2016,~~2021, the Company recorded stock-based compensation expense of ~~$24,279~~$0.2 million and ~~$75,495,~~$0.3 million, respectively. ~~For the nine months ending September 30, 2017 and 2016, the Company recorded stock-based~~Stock compensation expense ~~of $62,356 and $545,166, respectively. Stock-based compensation expense has been included~~is recorded in general and administrative ~~expense.~~expenses.
In addition to the plans above, upon closing of the Company’s acquisition of ~~Anatolia Energy Limited~~Alabama Graphite in ~~November 2015,~~April 2018, the Company issued ~~374,749~~50,168 replacement options and ~~performance shares~~warrants to the option and warrant holders ~~and performance shareholders~~ of ~~Anatolia Energy Limited.~~Alabama Graphite. The number of replacement options and ~~performance shares~~warrants was ~~based upon~~determined using the ~~Black-Scholes value with the~~arrangement exchange rate of 0.0016. The exercise prices for the option and warrant shares were first converted for the exchange rate of ~~the replacement options~~0.0016 and ~~performance shares determined~~then converted to USD using the exchange rate on December 13, 2017, of ~~0.00548.~~0.77809 (CAD to USD). The options and ~~performance~~warrant shares were issued with the same terms and conditions as were applicable prior to the acquisition of ~~Anatolia Energy Limited.~~Alabama Graphite. As of ~~September~~June 30, ~~2017, 98,646~~2021, all replacement options ~~remain outstanding.~~and warrants had expired.

~~WESTWATER RESOURCES, INC.~~
~~(formerly Uranium Resources, Inc.)~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~

Stock Options
The following ~~table summarizes~~tables summarize stock options outstanding and changes for the ~~nine-month~~six-month periods ending ~~September~~June 30, ~~2017~~2021, and ~~2016:~~2020:

Sep 30,

Sep 30,

2017

2016

Number of Stock Options

Weighted Average Exercise Price

Number of Stock Options

Weighted Average Exercise Price
Stock options outstanding at beginning of period

110,828

$
18.24

326,424

$
24.90
Granted

189,164

1.40

-

-
Expired

(6,001)

104.67

(215,346)

27.64
Stock options outstanding at end of period

293,991

$
5.64

111,078

$
19.60
Stock options exercisable at end of period

104,722

$
13.26

110,869

$
19.57

June 30, 2021

June 30, 2020




Weighted



Weighted

Number of

Average

Number of

Average

Stock

Exercise

Stock

Exercise

Options

Price

Options

Price
Stock options outstanding at beginning of period

185,054

$
7.99

37,786

$
37.42
Granted

94,522

3.91

125,804

1.59
Expired

(2,000)

73.54

(1,693)

101.64
Stock options outstanding at end of period

277,576

$
6.18

161,897

$
8.91
Stock options exercisable at end of period

183,054

$
7.35

36,093

$
34.41

The following table summarizes stock options outstanding and exercisable by stock option plan at ~~September~~June 30, ~~2017:~~2021:

Outstanding Stock Options

Exercisable Stock Options
Stock Option Plan

Number of Outstanding Stock Options

Weighted Average Exercise Price

Number of
Exercisable
Stock Options

Weighted Average Exercise Price
2004 Plan

4,792

$
35.14

4,792

$
35.14
2004 Directors’ Plan

973

317.14

973

317.14
2013 Plan

189,581

1.48

312

35.88
Replacement Stock Options

98,645

9.13

98,645

9.13

293,991

$
5.64

104,722

$
13.26

Outstanding Stock Options

Exercisable Stock Options


Number of

Weighted

Number of

Weighted

Outstanding

Average

Stock Options

Average
Stock Option Plan

Stock Options

Exercise Price

Exercisable

Exercise Price
2004 Plan

92

$
1,638.00

92

$
1,638.00
2004 Directors’ Plan

3

10,380.00

3

10,380.00
2013 Plan

277,481

5.67

182,959

6.29

277,576

$
6.18

183,054

$
7.35

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 Compensation Committee of the Board of Directors at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria.

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following ~~table~~tables summarizes RSU activity for the ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2017~~2021, and ~~2016:~~

Sep 30,

Sep 30,

2017

2016

Number of RSUs

Weighted-Average Grant Date Fair Value

Number of RSUs

Weighted-Average Grant Date Fair Value
Unvested RSUs at beginning of period

8,649

$
43.71

32,699

$
34.25
Granted

304,064

1.40

-

-
Forfeited

-

-

(3,334)

32.21
Vested

(39,340)

4.16

(7,698)

29.45
Unvested RSUs at end of period

273,373

$
1.95

21,667

$
36.27

~~WESTWATER RESOURCES, INC.~~2020:
~~(formerly Uranium Resources, Inc.)~~

June 30,

June 30,

2021

2020




Weighted-



Weighted-

Average

Average

Number of

Grant Date

Number of

Grant Date

RSUs

Fair Value

RSUs

Fair Value
Unvested RSUs at beginning of period

236,403

$
2.10

0

$
0
Granted

184,290

4.13

211,497

2.03
Forfeited

0

0

0

0
Vested

(78,801)

2.10

0

0
Unvested RSUs at end of period

341,892

$
3.08

211,497

$
2.03

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(unaudited)~~

~~11.~~9. EARNINGS PER SHARE
Basic and diluted loss per ~~share of~~ common ~~stock~~share have been calculated based on the weighted-average shares outstanding during the period. ~~Potentially~~Additionally, potentially dilutive shares of ~~750,698~~619,468 were excluded from the calculation of earnings per share because the effect on the basic income per share would be anti-dilutive for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017.~~2021.
~~12.~~
10. COMMITMENTS AND CONTINGENCIES
~~The~~Future operations on the Company’s ~~uranium recovery operations~~properties 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 uranium 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~~current operating costs and accrual for future costs. The Company believes its operations are materially compliant with current environmental regulations.
~~13. GEOGRAPHIC AND SEGMENT INFORMATION~~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. We do not expect that such settlements will, individually or in the aggregate, have a material effect on our financial position, results of operations or cash flows.

11. LEASES
The Company’s lease portfolio consists of operating leases for corporate offices, storage space and equipment. The leases have remaining lease terms of 1.3 years to 2.1 years, one of which includes an option to extend the corporate office lease for 3 years. Under our corporate office lease, we are required to reimburse the lessor each month for common use expenses such as maintenance and security services. Because these amounts are variable from year to year and not specifically set in the lease terms, they are not included in the measurement of the right-of-use asset and related lease liability, but rather expensed in the period incurred.
The Company is party to several leases that are for under one year in length. These include leases for land used in exploration and mining activities, office equipment, machinery, office space, storage and other. The Company has elected the short-term lease exemptions allowed under the new leasing standards, whereby leases with initial terms of one ~~reportable operating segment, consisting~~year or less are not capitalized and instead expensed on a straight-line basis over the lease term. In addition, the Company holds several leases related to mineral exploration and production to which it has not applied the new leasing standard. Leases to explore or use minerals and similar nonregenerative resources are specifically excluded by ASC 842-10.
The right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities were

Table of Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

recognized at the commencement date of the ~~exploration~~lease based on the present value of lease payments over the lease term using a discount rate of 9.5%. This rate is the Company’s estimated incremental borrowing rate at the lease commencement date.
The components of lease expense are as follows:


For the Six Months Ended

June 30,
(thousands of dollars)

2021

2020
Operating lease cost

$
77

$
81

Supplemental cash flow information related to the Company’s operating leases is as follows:

For the Six Months Ended

June 30,
(thousands of dollars)

2021

2020
Cash paid for amounts included in lease liabilities:




Operating cash flows from operating leases

$
77

$
79

Right-of-use assets obtained in exchange for lease obligations:




Operating leases

$
291

$
424

Supplemental balance sheet information related to the Company’s operating leases is as follows:


June 30,

December 31,
(thousands of dollars, except lease term and discount rate)

2021

2020
Operating Leases




Operating lease right-of-use assets

$
291

$
353

Current portion of lease liabilities

$
151

$
149
Operating lease liabilities – long term portion

150

214
Total operating lease liabilities

$
301

$
363

Weighted-average remaining lease term and ~~development~~discount rate for the Company’s operating leases are as follows:

For the Three Months Ended

June 30,

2021

2020
Weighted Average Remaining Lease Term (in years)


2.0

3.2

Discount Rate

9.5
%

9.5
%

Table of ~~lithium~~Contents

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Maturities of lease liabilities for the Company’s operating leases are as follows:

Lease payments by year

June 30,
(In thousands)

2021
2021 (remainder of year)

$
79
2022

158
2023

92
Total lease payments

329
Less imputed interest

(28)
Total

$
301

As of June 30, 2021, the Company has $0.3 million in right-of-use assets and ~~uranium projects. These activities are focused principally~~$0.3 million in related lease liabilities ($0.2 million of which is current). The most significant operating lease is for the ~~United States~~Company’s corporate office in Centennial, Colorado, with $0.3 million remaining in undiscounted cash payments through the end of the lease term in 2023. The total undiscounted cash payments remaining on operating leases through the end of their respective terms is $0.3 million.
12. SUBSEQUENT EVENTS
On July 23, 2021, Alabama Graphite Products, LLC (“AGP”), a wholly-owned subsidiary of Westwater, entered into a land lease with the Lake Martin Area Industrial Development Authority, providing AGP access to approximately 70 acres to construct its commercial graphite processing facility in Coosa County, Alabama. The lease has a term of 10-years, a nominal lease payment, and transfer of title to AGP at the ~~Republic~~end of ~~Turkey. We reported no revenues~~the lease term. Further, the lease provides AGP the option to purchase the land for a nominal amount during the ~~three- and nine-month periods ended September 30, 2017 and 2016. Geographic location~~term of ~~property, plant and equipment, including mineral rights, and mineral property expenses,~~the lease. As of the lease inception, the fair value of the land, utilizing fair value methods acceptable under US GAAP, is ~~provided in Notes 5 and 6, above.~~estimated at approximately $1.4 million.

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management’s discussion and analysis of the consolidated financial results and condition of ~~WWR~~Westwater for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021, has been prepared based on information available to us as of ~~November 9, 2017.~~August 11, 2021. This discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of ~~WWR~~Westwater for the period ended December 31, ~~2016~~2020, and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements.”
~~Introduction~~INTRODUCTION
~~WWR~~Westwater Resources, Inc. is a 44-year-old public company trading on the NYSE American Stock Exchange (“NYSE American”) focused on battery graphite development under the symbol “WWR.” Originally incorporated in 1977 as Uranium Resources, Inc. to mine uranium in Texas, our company has pivoted to an energy ~~metals exploration and development company. We are~~materials developer. Westwater is focused on ~~expanding~~battery-grade graphite materials after its acquisition of Alabama Graphite Corp. (“Alabama Graphite”) and its Coosa Graphite Project (“Coosa Project”) in Alabama in April 2018. Westwater recently discovered vanadium concentrations at the Coosa Project and is executing an exploration plan to further investigate the size and extent of those concentrations and increase our ~~energy metals strategy, which includes developing our lithium business while maintaining optionality on~~knowledge of the ~~future rising uranium price with our significant uranium property holdings in~~deposit as a whole.
RECENT DEVELOPMENTS
Graphite Processing Pilot Programs

During the Republic of Turkey, Texas and New Mexico. Incorporated in 1977, WWR also owns an extensive information database of historic drill-hole logs, assay certificates, maps and technical reports for uranium properties located in the western United States.
We established our lithium business in 2016 and currently control mineral rights encompassing approximately 36,730 acres across three prospective lithium brine basins in Nevada and Utah. We are conducting exploration and geological evaluation of these properties in 2017 and 2018 for potential development of any lithium resources that may be discovered there.
The focus of our uranium business continues to be on advancing the Temrezli in-situ recovery (“ISR”) uranium project in central Turkey when uranium prices permit economic development of this project. We control extensive exploration properties in Turkey under eight exploration and operating licenses covering approximately 39,000 acres. In Texas, we have two licensed and currently idled uranium processing facilities and approximately 11,000 acres of prospective ISR uranium projects. In New Mexico,quarter ended June 30, 2021, the Company ~~controls mineral rights encompassing~~continued, and is nearing completion of, its pilot program at Dorfner Anzaplan’s facilities near Amberg, Germany, as well as at facilities in Frankfurt, Germany, Chicago, Illinois and Buffalo, New York. The combined effort at these facilities produced approximately ~~186,000 acres~~13 metric tonnes of Westwater’s three battery-grade graphite products: ULTRA-PMG™, ULTRA-CSPG™ and ULTRA-DEXDG™, which were previously produced at a bench scale.
As of June 30, 2021, Westwater had produced:
● 10.8 metric tonnes of ULTRA-PMG™ in six sizes (6, 8, 10, 15, 30 and 44 microns): Production is now complete, and samples will be packaged and shipped to a laboratory for testing.
● 2.0 metric tonnes of the precursor (Spherical Purified Graphite) for ULTRA-CSPG™ in three sizes (10, 18 and 24 microns): Production of this product is now complete and has been sent to a laboratory for pitch coating to make ULTRA-CSPG™, and test its electrical performance.
● 0.4 metric tonnes of ULTRA-DEXDG™: Production is now complete and samples were packaged and shipped to a laboratory for testing.
Westwater undertook its pilot program operations to inform and enhance design work for its commercial production facility and to produce products for testing by potential customers. The information from those operations is being incorporated into the ~~prolific Grants Mineral Belt, which is one~~DFS.
Graphite Processing Site Selection

On June 22, 2021, AGP entered into incentive agreements with the State of Alabama and local municipalities for the ~~largest concentrations of sandstone-hosted uranium deposits in the world.~~
~~Recent Developments~~
~~Change in Corporate Name~~
Effective August 21, 2017, the Company changed its name from “Uranium Resources, Inc.” to “Westwater Resources, Inc.” The name change was made pursuant to Section 242 of the Delaware General Corporation Law and did not affect the rightssiting of the Company’s ~~security holders.~~proposed graphite processing plant in Coosa County, Alabama. The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the processing facility. The estimated tax credits and incentives pursuant to the incentive agreements are estimated by

Table of Contents

the State of Alabama at approximately $36 million. However, our ability to realize the tax credits and incentives is dependent upon actual capital invested, creating and maintaining jobs in Alabama, and the generation of future taxable income in Alabama.

~~Lithium Business Expansion~~

On ~~June 20, 2017,~~July 23, 2021, AGP entered into a land lease with the Lake Martin Area Industrial Development Authority, providing AGP rights to approximately 70 acres to construct and operate its commercial graphite processing facility in Coosa County, Alabama. The lease has a term of 10-years, a nominal lease payment, and transfer of title to AGP at the end of the lease term. Further, the lease provides AGP the option to purchase the land for a nominal amount during the term of the lease. At lease inception, the Company ~~acquired~~estimated the fair value of the land to be approximately $1.4 million.

Additions to the Executive Team

After a comprehensive search process that yielded many highly qualified candidates, Westwater hired Chad M. Potter as Westwater’s Chief Operating Officer on August 2, 2021. Mr. Potter is a proven operations leader, whose unique skills and experience will be instrumental in leading Westwater and its ~~third lithium exploration project,~~subsidiaries through the ~~staking~~construction, development, and future operation the Coosa Graphite Project. The addition of ~~9,270 acres~~Mr. Potter will help position Westwater’s American-made battery graphite operations as best in class with a focus on safety, quality, integrity, and the protection of ~~federal placer mining claims within~~our environment.

In the ~~Railroad Valley~~second quarter, after completing a comprehensive search process, Westwater hired Steven M. Cates as Westwater’s Chief Accounting Officer and Controller on May 10, 2021. Mr. Cates is a proven financial manager whose skills and experience will be instrumental in this stage of ~~central Nevada. The Railroad Valley project is located approximately 75 miles west of Ely, Nevada.~~anticipated growth and value creation at Westwater.

~~Columbus Basin Data Review and Exploration Drilling~~

Definitive Feasibility Study on the Coosa Graphite Project

On ~~April 5, 2017,~~February 4, 2021, Westwater entered into a Master Services Agreement (the “Master Services Agreement”) with Samuel Engineering, Inc. (“Samuel”) for various engineering support and consulting services in connection with the ~~Company~~Company’s Coosa Project DFS.

Under the terms of the Master Services Agreement and as a part of the DFS, Samuel is, among other things, conducting studies that address the Coosa Project’s location, raw materials, product quality, infrastructure and other preliminary assessments, which will provide cost estimates for the Coosa Project, identifying long-lead items and providing detailed specifications for these items to be ordered, as well as preparing designs and drawings for the detailed engineering phase prior to construction.

The DFS is expected to be completed by the end of the third quarter of 2021. Westwater plans to utilize the DFS as a basis for Board approval of the project, engaging one or more engineering, procurement, construction and management (“EPCM”) companies to complete the design and start the construction of the commercial plant. Construction is anticipated to begin around the end of 2021. Completion of construction of Phase I of the plant is planned for the end of 2022, with operations anticipated in 2023.

Vanadium Target Identification

In late November 2018, Westwater announced ~~that its independent geophysical consultant has completed~~ the ~~review, integration~~discovery of a concentration of vanadium mineralization at several locations in the graphitic schists at the Coosa Project. Westwater subsequently commenced the first of a four-phase exploration program designed to determine the extent, character and ~~reinterpretation~~quality of ~~historical geophysical survey data acquired~~the vanadium mineralization at the Coosa Project. As announced by the Company ~~and covering its Columbus Basin lithium brine~~on February 19, 2019, the first phase demonstrated widespread positive values for vanadium that extended beyond the graphite deposit, as defined in the 2015 Preliminary Economic Assessment for the site.

The second phase of the vanadium exploration project began in ~~Nevada. Among~~April 2021 and is expected to continue throughout the remainder of the year. Scope for this effort includes drilling various targets to expand the Company’s knowledge of the geology, examining the core and/or cuttings for mineral constituents, and adding to the existing geologic model. In addition, vanadium mineralization is expected to be evaluated using extractive metallurgy techniques to ascertain any economic potential.

Table of Contents

Graphite and Vanadium Listed as Critical Materials

On February 24, 2021, the President signed an Executive Order that seeks to provide for more resilient supply chains to revitalize and rebuild domestic manufacturing capacity and maintain America’s competitive edge in research and development. Graphite and vanadium are specifically named as critical minerals in which the U.S. is heavily dependent on China for its supply.

The President’s declaration asked the Secretary of Energy, as part of larger study involving several branches of the U.S. government, to submit a report identifying risks to the supply chain for high-capacity batteries including those that power electric vehicles. On June 8, 2021, the White House released a response to the findings of this study in support of securing an end-to-end domestic supply chain for advanced batteries, including investment in domestic production and processing of critical minerals. Key recommendations in the June 8^th release include, among other things, providing funding and financial incentives to encourage consumer adoption of electric vehicles, providing financing to support advanced batter production, and investing in the ~~results~~development of next generation batteries. The new order, and the key recommendations in the June 8^th White House release, build upon the prior Administration’s Executive Order issued on September 30, 2020, related to critical minerals, and could be important to Westwater’s plans to develop its battery graphite business in the United States.

The U.S. is 100% dependent on imports for battery-grade graphite, which is currently the primary anode material in the Lithium-Ion batteries that power smartphones, laptops, electric vehicles, and store power generated from intermittent renewable energy sources. Westwater intends to develop the Coosa Project to supply natural flake graphite for beneficiation into battery-grade graphite for all types of batteries.

Further details on the Executive Order on America’s Supply Chains can be found at https://www.whitehouse.gov/briefing-room/presidential-actions/2021/02/24/executive-order-on-americas-supply-chains/.

Further details on the June 8, 2021 White House press release can be found at https://www.whitehouse.gov/briefing-room/statements-releases/2021/06/08/fact-sheet-biden-harris-administration-announces-supply-chain-disruptions-task-force-to-address-short-term-supply-chain-discontinuities/

Westwater will work to support the efforts by the relevant agencies in the U.S. government and will ensure that they remain aware of the ~~work indicated that the depth~~importance of the Columbus Salt Marsh basin is greater than previously anticipated and identified certain targets for lithium brine exploration. In July 2017, the Company began a Phase-1 exploration drilling program at the Columbus Basin Project.

~~On October 31, 2017, The Company announced that it has completed the Phase 1 exploration project at this project and reported the following results:~~

•

~~Three core holes were completed for a total of 3,870 ft. of drilling.~~

~~The maximum drilled depth was 1,680 ft.~~

~~Fluids with high total dissolved solids (TDS) were identified in all three holes.~~

•

~~In-house laboratory work performed at~~battery-grade graphite, its ~~Kingsville, Texas facility returned lithium concentrations of up to 43 parts per million (ppm) and boron concentrations of up to 173 ppm.~~

Planning is underway for a Phase 2 exploration program at the Project. As part of the Phase 2 program, Westwater has filed a Notice of Intent to drill in the Nina claim block and is evaluating the Phase 1 results and the results of drilling by Caeneus Minerals Ltd.

~~Sal Rica Exploration Planning~~

A brine sampling program at the Sal Rica Project was designed and implemented to infill previous shallow aquifer sampling completed by Mesa Exploration Corp. in 2016. The resultant combination of the new Westwater data and the existing Mesa Exploration Corp. data now provide shallow aquifer lithium concentration data on variable 1 to 2 mile centers, depending on site accessibility, across the entirety of the 13,260 acre project area.

~~In addition~~importance to the ~~recent groundwater sampling event, Westwater has also completed new geophysical interpretations of~~nation’s security, and how the ~~Sal Rica~~Coosa Project ~~area. This data is being integrated~~fits into ~~a conceptual model of~~ the ~~exploration target,~~critical minerals-equation.

The COVID-19 Pandemic and ~~will guide the ongoing planning of a drilling and hydrogeologic characterization program~~our Actions to further expand and define the shallow, lithium bearing, brine aquifer. So far this work has outlined a strong lithium brine anomaly that covers an area of over twenty (20) square miles, with lithium values up to 100 ppm, all at shallow depths.

Westwater has commenced the permitting process with the Bureau of Land Management (“BLM”), and the State of Utah, to field an exploration program that optimizes project access and limits environmental disturbance, minimizes cost, and maximizes overall data quality.

~~Option Agreement for Lithium Brine Claims~~Ensure Safety

On March ~~24, 2017,~~11, 2020, the ~~Company’s wholly owned subsidiary Lithium Holdings Nevada LLC entered into an option agreement~~World Health Organization designated COVID-19 as a global pandemic. The pandemic spread outside of China during the first quarter of 2020 and has impacted businesses and economies throughout the world. In the U.S., many state and local governments have, based on local conditions, either recommended or mandated actions to ~~purchase a block~~slow the transmission of ~~unpatented placer mining claims covering an area~~COVID-19. These measures range from limitations on crowd size to mandatory orders for non-essential citizens to “shelter in place” or “stay at home” until further direction. Borders between many countries have been closed to contain the spread of ~~approximately 3,000 acres within~~COVID-19. Uncertainty with respect to the ~~Columbus Salt Marsh area of Esmeralda County, Nevada. The claims adjoin a portion~~economic effects of the ~~Company’s current property holdings at its Columbus Basin Project, expanding~~pandemic has introduced significant volatility in the ~~project area within~~financial markets.

To the ~~basin~~extent that the COVID 19 pandemic continues or worsens, including by reason of the emergence of variant strains of the virus, local governments or governmental agencies may impose additional restrictions. The result of COVID 19 and those restrictions could result in a number of adverse impacts to ~~approximately 14,200 acres.~~Westwater’s business, including but not limited to additional disruption to the economy, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable. As a result, it may be challenging to obtain and process raw materials to support business needs, and individuals could become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Governments may also impose other laws, regulations or taxes which could adversely impact Westwater’s business, financial condition or results of operations. The ~~Company~~potential effects of COVID 19 could also impact Westwater in a number

Table of Contents

of other ways including, but not limited to, laws and regulations affecting business, the availability of future borrowings, the cost of borrowings, and potential impairment of the carrying value of long-lived tangible assets.

This pandemic, and the resultant uncertain economic conditions it has created, could adversely affect our operations, major facilities, or employees’ health. Westwater has the ~~right~~following priorities while managing business activities during this period of volatility and uncertainty:

●

First, to ensure the health and safety of our employees and the communities where they work.

●

Second, to work with our business partners to maintain the advanced graphite product development schedule in a safe and measured manner.

●

Third, to ensure the Company has access to adequate financial liquidity to support key operations and business activities.

Westwater’s corporate business activities are largely unaffected at this time. Prior to ~~conduct exploration activities~~March 1, 2021, Westwater reduced utilization of its offices and remote working arrangements were instituted to ensure that some employees were able to work remotely using systems that already were in place. On March 1, 2021, Westwater reopened its Centennial corporate facility and allowed employees to return to the office to work together with appropriate health protocols in place. Westwater’s continued focus on the ~~claims~~health and safety of employees, the safety of operations, and the safety of the communities in which our employees live and work remains paramount. To that end, Westwater has continued to restrict unnecessary travel, and ensured that employees are permitted to take time off due to illness or the illness of those around them without penalty.

Equity Financings

Capital Raises during the ~~one-year option period. Under~~three and six months ended June 30, 2021

During the ~~option agreement,~~month of June 2021, the Company ~~may acquire the mineral property claims on or before March 24, 2018 in exchange for 200,000 shares of WWR common stock and a 1% net smelter return royalty on the claims.~~

~~Retirement of the RCF Loan~~

~~On February 9, 2017, the Company paid $5.5~~sold 1.2 million in cash, plus accrued and unpaid interest, to RCF to retire all of the obligations remaining under the RCF Loan, and thereafter, the loan agreement itself terminated pursuant to its terms. In addition, on July 31, 2017, the Company and RCF terminated the Stockholders’ Agreement dated March 1, 2012, pursuant to which RCF had certain stock participation rights and Board rights.

~~Common Stock Purchase Agreement 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. The Company will control the timing and amount of sales to Aspire Capital, and at a price based on market prices at that time. As consideration for Aspire Capital entering into the purchase agreement, the Company issued 880,000 shares of its common stock to Aspire Capital. The shares of common stock subject to the CSPA were registered pursuant to the Company’s effective shelf registration statement on Form S-3.

On September 27, 2017, as a provision of 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 proceeds of $2.0 million. There were no other sales of common stock pursuant to the CSPA and as of November 9, 2017, $20.0 million of the aggregate $22.0 million remained available for future sales under the CSPA.

~~Controlled Equity Offering Sales Agreement~~

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, which shares are registered under a registration statement on Form S-3, which was declared effective on March 9, 2017. The Company pays Cantor a commission equal to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM Offering. As of November 9, 2017, the Company had sold 673,853 shares of common stock for net proceeds of ~~$1.1~~$5.7 million ~~under~~pursuant to the ~~ATM Offering. As~~December 2020 PA entered into with Lincoln Park. These shares were sold pursuant to a ~~result, the Company had approximately $28.9 million remaining available for future sales under the ATM Offering.~~

~~Other Offerings~~

~~On January 19, 2017, the Company raised $8.9 million in net proceeds through the registered sale of approximately 1.4 million shares of common stock and pre-funded warrants~~prospectus supplement filed on December 4, 2020, pursuant to purchase approximately 3.4 million shares of common stock at $0.01 per share. Also, on February 16, 2017, the Company raised approximately $4.5 million in additional net proceeds through the registered sale of 2.1 million shares of common stock and pre-funded warrants to purchase approximately 0.7 million shares of common stock at $0.01 per share. All of the pre-funded warrants were subsequently exercised.

~~Closing of Sale of HRI~~

~~On January 5, 2017, the Company completed the sale of its wholly owned subsidiary HRI, which held~~Rule 424(b)(5) as a takedown off the Company’s ~~Crownpoint~~shelf registration statement which had been declared effective by the Securities and Churchrock properties, to Laramide for $2.5 million in cash, common stock and warrants from Laramide valued at $0.5 million, and a three-year installment promissory note in the amount of $5.0 million. The Company also retained a 4% NSR RoyaltyExchange Commission on ~~the Churchrock project, which Laramide may purchase for $4.95 million during~~December 1, 2020.

During the first ~~year following the closing~~six months of ~~the transaction. In addition,~~2021, the Company has ~~an option~~received net proceeds of $77.9 million from its equity facilities, resulting in a cash balance of approximately $119 million at June 30, 2021. The significant treasury balance has mitigated the Company’s capital risk through 2021 and 2022 as the Company’s budgeted pilot program for processing battery-grade graphite, the DFS and the remaining budgeted product development costs are now fully funded, and the Company will be able to ~~purchase Laramide’s La Sal project for $3.0 million~~make substantial initial investment in the commercial graphite processing facility in Coosa County, Alabama in the latter half of 2021.

Transfer of Common Stock Listing to the NYSE American Stock Exchange

On March 8, 2021, Westwater Resources, Inc., acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the listing of the Company's common stock, par value $0.001 per share, from The Nasdaq Capital Market (“Nasdaq”) and ~~an option~~transfer the listing to ~~purchase Laramide’s La Jara Mesa project in Cibola County, New Mexico for $5.0 million, both~~the NYSE American. The Company informed Nasdaq on March 8, 2021, of ~~which options expire in January 2018.~~its intent to transfer the listing of its common stock to the NYSE American. The Company’s listing and trading of its common stock on Nasdaq ended at market close on March 18, 2021, and trading began on the NYSE American on March 19, 2021. The Company’s common stock continues to trade under the ticker symbol “WWR” on the NYSE American.

Table of Contents

RESULTS OF OPERATIONS

~~Results of Operations~~

Summary

Our consolidated net loss for the three months ended ~~September~~June 30, ~~2017~~2021, was ~~$3.0~~$3.5 million, or ~~$0.12~~$0.11 per share, as compared with ~~$3.7~~a consolidated net loss of $2.5 million, or ~~$0.38~~$0.43 per share for the same period in ~~2016. For the three months ended September 30, 2017, the decrease~~2020. The $1.0 million increase in our consolidated net loss ~~of $0.7 million~~ from the respective prior period in 2020 was ~~mostly~~due to an increase in product development, exploration, and general and administrative costs; offset partially by the ~~result~~elimination of ~~a decrease in interest expense of $0.7 million.~~costs from discontinued operations, and an unrealized gain related to the enCore common stock.

~~Our~~For the six months ended June 30, 2021, our consolidated net loss ~~for the nine months ended September 30, 2017~~ was ~~$3.8~~$8.9 million, or ~~$0.16~~$0.29 per share, as compared with ~~$12.6~~a consolidated net loss of $5.8 million, or ~~$1.81~~$1.18 per share for the same period in ~~2016. For the nine months ended September 30, 2017, the decrease~~2020. The $ 3.1 million increase in our consolidated net loss ~~of $8.8 million~~ from the respective prior period in 2020 was the result of a gain on the disposal of our Churchrock and Crownpoint projects of $4.9 million, a decrease in interest expense of $2.2 million, a decrease in the impairment of uranium properties of $0.5 million, a decrease general administrative expenses of $1.1 million, a decrease in commitment fees of $0.3 million and a decrease of $0.1 millionprimarily due to ~~a loss on the sale of marketable securities in 2016. Offsetting these amounts was~~ an increase in ~~mineral property~~product development, arbitration, general and administrative, and exploration expenses; offset partially by the elimination of costs from discontinued operations, and an unrealized gain related to the enCore common stock.

Product development expenses of

For the three and six month period ended June 30, 2021, $2.1 million and $3.9 million was spent on product development, respectively. Of that, approximately $0.7 ~~million.~~

~~Mineral Property Expenses~~

~~The following table details~~million and $1.9 million was related to our ~~mineral property expenses~~graphite processing pilot program for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016:~~

For the Three Months Ended
Sep 30,

For the Nine Months Ended
Sep 30,

2017

2016

2017

2016

(thousands of dollars)
Restoration/Recovery expenses

     Rosita Project
$            71

$           18

$
160

$
6
          Total restoration/recovery expenses
71

18

160

6

Standby care and maintenance expenses

     Kingsville Dome Project
153

166

477

467

     Rosita Project
74

73

258

233
     Vasquez Project
117

105

308

275
     Temrezli Project
41

31

164

453
          Total standby care and maintenance expenses
385

375

1,207

1,428

Exploration and evaluation costs
423

86

609

92

Land maintenance and holding costs
437

560

1,661

1,382

Total mineral property expenses
$
1,316

$
1,039

$
3,637

$
2,908
~~For~~2021, respectively. The remaining product development costs for both the three and ~~nine~~six month periods related to product testing, other lab work, shipping, required travel, and other auxiliary costs associated with the Coosa Project.
Arbitration Costs
During the first two quarters of 2021, Westwater incurred arbitration related legal and expert consulting costs of $1.5 million. This represents an increase of 114% or $0.8 million in costs associated with the Request for Arbitration against the Republic of Turkey compared to the six months ended ~~September~~June 30, ~~2017, mineral property expenses increased by $0.3 million~~2020. For further reference, see discussion above in the Recent Developments section of this Part I, Item 2 and ~~$0.7 million, respectively, from the corresponding periods during 2016. For the three month period, exploration costs increased by $0.3 million, which was partially offset by a decrease~~ in land and maintenance costs of $0.1 million. For the nine month period, exploration costs increased by $0.5 million, Rosita restoration costs increased by $0.2 million and land and maintenance costs increased by $0.3 million, and Temrezli standby costs decreased by $0.3 million.Part II, Item 1 below.
General and Administrative Expenses
Significant expenditures for general and administrative expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021, and ~~2016~~2020 were:

For the Three months ended

For the Six months ended

June 30,

June 30,


2021

2020

2021

2020


(thousands of dollars)

Stock compensation expense

$
204

$
28

$
295

$
28

Salaries and payroll burden

593

766

1,259

1,533

Legal, accounting, public company expenses

786

470

1,536

1,123

Insurance and bank fees

142

167

323

333

Consulting and professional services

181

74

385

104

Office expenses

114

110

207

201

Sales and marketing

158

41

237

99

Other expenses

20

3

40

17

Total general and administrative expenses

$
2,198

$
1,659

$
4,282

$
3,438

(Less) General and administrative expenses from discontinued operations

—

(433)

—

(850)

General and administrative expenses from continuing operations

$
2,198

$
1,226

$
4,282

$
2,588

Table of Contents

For the Three Months Ended Sep 30,

For the Nine Months Ended Sep 30,

2017

2016

2017

2016

(thousands of dollars)

Stock compensation expense

$
24

$
75

$
62

$
545
Salaries and payroll burden

614

846

1,796

2,144
Legal, accounting, public company expenses
718

648

2,251

2,266
Insurance and bank fees

149

127

370

405
Consulting and professional services

21

28

44

190
Office expenses

148

126

364

392
Other expenses

26

33

89

93
Total

$
1,700

$
1,883

$
4,976

$
6,035

~~For~~General and administrative expenses for the three ~~months~~and six month periods ended ~~September~~June 30, ~~2017, general~~2021, increased by $0.5 million and ~~administrative charges decreased by $0.2~~$0.8 million ~~as compared with~~from their respective periods in 2020, due primarily to higher costs related to the ~~corresponding period in 2016. This decrease was primarily due to decreases in salaries expense and stock compensation expense of $0.3 million, which was partially offset by~~annual shareholder meeting, an increase in ~~legal, accounting and public company expenses of $0.1 million.~~

For the nine months ended September 30, 2017, general and administrative charges decreased by $1.1 million as compared with the corresponding period in 2016. This decrease was primarily due to decreases in stock compensation ~~expense~~in 2021, and ~~salaries~~higher costs related to the Company’s sales and ~~payroll burden of $0.8 million and consulting and professional services of $0.1 million.~~

~~Other Income and Expenses~~

~~Loss on Sale of Marketable Securities~~

~~On February 22, 2016, we received proceeds of $0.2 million from~~marketing efforts. These increases were offset partially by lower personnel costs due to the sale of our 76,455 shares of Energy Fuels Inc. common stock that we received as partial consideration for the sale of our Roca Honda assets during 2015. We recorded a loss of $0.1 million as the difference between the fair value on the date we received the shares of $0.3 million and the proceeds received of $0.2 million.

~~Gain on Disposal of Uranium Properties~~

On January 5, 2017, we completed the sale of our wholly-owned subsidiary HRI, which holds the Churchrock and Crownpoint projects, to Laramide pursuant to the Laramide SPA. Under the terms of the Laramide SPA, executed on April 7, 2016 and amended onuranium business at December ~~5, 2016, we received the following consideration:~~

•
~~$2.5 million in cash, of which $0.25 million was paid on October 21, 2016;~~

•
2,218,333 shares of Laramide common stock and 2,218,333 Laramide common stock purchase warrants. Each common stock purchase warrant entitles the Company to purchase one share of common stock of Laramide at a price of CDN$0.45 for a period of 60 months from the date of closing;
•
a $5.0 million promissory note, secured by a mortgage over the 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 payments of $1.5 million are due and payable on January 5 in each of 2018 and 2019, with the balance of $2.0 million due and payable on January 5,31, 2020. Interest is payable on a quarterly basis, provided however that no interest will be payable until March 31, 2018. Laramide will have the right to satisfy up to half of each of these payments by delivering shares of its common stock to the Company, which shares will be valued by reference to the VWAP for Laramide’s common stock for the 20 trading days before the respective anniversary of January 5, on which each payment is due;
•
~~a retained 4.0% NSR Royalty on the Churchrock project, which royalty may be repurchased by Laramide by January 5, 2018 for $4.95 million; and~~

•
an option to purchase Laramide’s La Sal project for $3.0 million and an option to purchase its La Jara Mesa project for $5.0 million, both of which expire on January 5, 2018. Any such exercise by the Company will first result in a reduction of the principal amount due under the promissory note with any remaining portions of the purchase to be paid in cash by the Company.
The divestiture of HRI was accounted for as an asset disposal and the non-cash consideration received from Laramide was recorded at fair value. The fair value of the shares of Laramide common stock received was determined using the closing share price of Laramide’s stock on January 5, 2017. The fair value of the common stock purchase warrants was determined using the Black-Scholes method on April 27, 2017, which was the date that Laramide’s stockholders approved the issuance of the warrants. 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%. We did not record a separate fair value for the options as the exercise of the options would reduce the amount outstanding under the notes receivable. Due to the high degree of uncertainties surrounding future mine development and minerals prices, as well as limited marketability, the Company determined the fair value of the NSR Royalty to be nil. We recorded the following gain on disposal of uranium properties within our Condensed Consolidated Statement of Operations:
~~(thousands of dollars)~~
~~Total consideration received~~
$
~~6,525~~
~~Carrying value of Churchrock project~~
~~(2,123)~~
~~Carrying value of other plant and equipment~~
~~(31)~~
~~Accounts payable~~
1
~~Asset retirement obligation~~
~~105~~
~~Royalty payable on Churchrock project~~
~~450~~
~~Gain on disposal of HRI~~
$
~~4,927~~

~~Loss on Extinguishment of Convertible Debt~~
On February 9, 2017, we repaid $5.5 million outstanding under the RCF Loan. Upon repayment, we recognized a loss of $39,000, which represented the difference between the $5.5 million principal amount and the carrying value of the RCF Loan on the date of repayment.
~~Interest Income/(Expense)~~
Interest income of $0.2 million for the three months ended September 30, 2017 consisted of accrued interest receivable of $0.1 million on the Laramide Notes and amortization of $0.1 million on the discount on the Laramide Notes.
Interest income of $0.4 million for the nine months ended September 30, 2017 consisted of accrued interest receivable of $0.2 million on the Laramide Notes and amortization of $0.4 million on the discount on the Laramide Notes. These amounts were partially offset by interest expense of $0.2 million associated with the RCF Loan prior to repayment.
~~Interest expense of $0.7 million for the three months ended September 30, 2016 consisted of interest of $0.2 million payable to RCF, and amortization of the debt discount of $0.5 million.~~

Interest expense of $2.2 million for the nine months ended September 30, 2016 consisted of interest of $0.7 million payable to RCF, amortization of the debt discount of $1.4 million and amortization of the establishment fee of $0.1 million.
~~Commitment Fees~~
Commitment fees expense of $0.3 million for the nine-months ended September 30, 2016 was the result of the issuance of 75,000 shares of our common stock to Aspire Capital on February 4, 2016 as consideration for Aspire Capital entering into an option agreement with us. The shares had a fair value of $4.44 per share.
~~Financial Position~~
FINANCIAL POSITION

Operating Activities

Net cash used in operating activities was ~~$8.9~~$9.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, as compared with ~~$9.8~~$6.1 million for the same period in ~~2016.~~2020. The ~~decrease of $0.9~~$3.0 million increase in cash used ~~is mostly~~in operating activities was primarily due to ~~a decrease~~increased graphite product development, exploration, general and administrative and arbitration costs in ~~interest expense of $0.3 million, an increase in interest income of $0.4 million and an aggregated decrease in operating expenses of $0.3 million.~~2021 compared to 2020.

Investing Activities

Net cash provided by investing activities was ~~$1.9~~$0.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, as compared ~~with $0.3~~to net cash used of $0.1 million in investing activities for the same period in ~~2016. For~~2020. The change was a result of the ~~2017 period, we received $2.0~~receipt of $0.3 million ~~net~~held in escrow for the balance of ~~expenses, from~~the outstanding Paycheck Protection Program loan and accrued interest at December 31, 2020, when the loan was transferred to enCore with the sale of ~~our wholly-owned subsidiary, HRI~~uranium subsidiaries (see Note 3). The loan was officially forgiven in full by the Small Business Administration on March 31, 2021, and the entire balance of the escrow fund was transferred to ~~Laramide which closed on January 5, 2017. For~~ the ~~2016 period, we received $0.2 million from the sale of short-term investments.~~Company’s operating account.

Financing Activities

Net cash provided by financing activities was ~~$10.9~~$77.7 million for the ~~nine~~six months ended ~~September~~June 30, 2017. For the nine months ended September 30, 2017, net cash proceeds of $15.4 million were received upon equity financings completed in January, February and September 2017, respectively. Additionally, $1.0 million was received from the sale2021, due to sales of common stock ~~sold~~ through the Company’s ATM ~~Offering. This increase was offset by~~Offering Agreement with Cantor and the ~~repayment of $5.5 million outstanding under the RCF Loan.~~

Company’s December 2020 PA with Lincoln Park. Net cash provided by financing activities ~~was $12.5 million~~ for the ~~nine~~same period in 2020 was $6.6 million. The $71.1 million increase was due to greater shelf registration capacity with which to offer registered shares under the Company’s financing agreement with Cantor and increased sales activity under the Company’s financing agreements with Lincoln Park during the first six months of 2021 compared to the same period in 2020.

LIQUIDITY AND CAPITAL RESOURCES

The Company last recorded revenues from operations in 2009. Since 2009, the Company has relied on equity financings, debt financings and asset sales to fund its operations. The Company expects to rely on debt and equity financing to fund its operations for the foreseeable future. The Company will also continue its cost reduction initiatives to identify ways to reduce its cash expenditures.

In 2016, the Company began to expand its business plan into acquisition and development of energy-related materials. First, in 2016 the Company obtained lithium mineral leases in Nevada and Utah as an exploration opportunity. Then, in 2018 the Company acquired Alabama Graphite Corp. and its Coosa Graphite Project in Alabama for the purpose of developing a commercial sized graphite mineral deposit and processing the flake graphite into advanced graphite products for use in batteries. In the third quarter of 2020, the Company executed the strategic decision to focus its resources on the graphite business in Alabama, discontinuing its investment in its lithium mineral properties and selling its uranium business, located in Texas and New Mexico, to enCore. As discussed in Note 3, the sale to enCore closed on December 31, 2020, and included the elimination of a $9.3 million bonding liability, the elimination of $5.2 million in asset retirement obligations, and the elimination of more than $4.0 million in annual expenditures related to reclamation and compliance costs. The Company received approximately $1.8 million of enCore common stock and retained royalty interests on the New Mexico uranium properties as consideration for the sale. The Company retained its uranium interests in Turkey, which are subject to ongoing international arbitration proceedings, in which the Company is seeking damages.

During the first six months of 2021, the Company focused on graphite process development activities including operation of a pilot program for processing flake graphite into battery-grade graphite products and the initiation of a

Table of Contents

Definitive Feasibility Study (“DFS”) on the Coosa Graphite Project. The data generated and experience gained from operating the pilot program are being used to inform the DFS and will also inform the requirements and specifications for building a commercial graphite processing facility.

On June 30, 2021, the Company’s cash balance was approximately $119 million. During the six months ended ~~September~~June 30, ~~2016. For~~2021, the ~~nine months ended September 30, 2016, net cash proceeds of $0.8~~Company sold 9.3 million ~~and $1.2 million were received upon equity financings completed on February 4, 2016 and April 4, 2016, respectively. $4.7 million in net proceeds were received from the sale~~shares of common stock to Aspire Capital under the terms of the 2016 Common Stock Purchase Agreement and $5.8 million in net proceeds were received from the sale of common stock sold through the Company’s prior ATM program with BTIG.

~~Liquidity and Capital Resources~~

At September 30, 2017, the Company had working capital of $8.2 million, which along with the anticipated funding from the financing agreements described below is expected to provide it with the necessary liquidity through September 30, 2018. At December 31, 2016, the Company had a working capital deficit of $4.2 million. The increase in working capital of $12.4 million for the nine months ended September 30, 2017 was primarily due to the following:

•

~~the completion of three equity offerings in January 2017, February 2017 and September 2017~~ for net proceeds of ~~$8.9~~$47.3 million ~~$4.5 million and $2.0 million respectively, as further described under “Recent Developments”;~~

•

~~the completion of the sale of the Company’s wholly-owned subsidiary HRI~~pursuant to Laramide on January 5, 2017. Upon completion, the Company received $2.2 million in cash, a $5.0 million promissory note, of which $1.5 million is due in January 2018, 2,218,333 shares of Laramide’s common stock which had a fair value of $0.5 million at September 30, 2017 and 2,218,333 common stock purchase warrants which had a fair value of $0.3 million at September 30, 2017. Details regarding this transaction are discussed in Note 3 to the accompanying condensed consolidated financial statements; and

•

~~the repayment of the $5.5 million outstanding balance under the RCF Loan (defined in Note 7 to the accompanying condensed consolidated financial statements.)~~

~~Also during the nine months ending September 30, 2017, the Company entered into the following financing agreements and anticipates funding from these sources to sustain operations through 2018:~~

•

its Controlled Equity Offering^SM Sales Agreement

~~On April 14, 2017, the Company entered into the ATM Offering~~ with 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 $30.0~~5.0 million of which approximately $28.9 million is available for future sales as of November 9, 2017. The Company is unable to sell shares of its common stock through the ATM Offering on dates that it places shares with Aspire Capital through its CSPA, as discussed below.

•

~~Common Stock Purchase Agreement~~

On September 25, 2017, the Company entered into a CSPA with Aspire Capital to place up to $22.0 million in the aggregate of its common stock over a term of 30 months. Upon execution of the CSPA, the Company issued 880,000 shares of common stock for net proceeds of $30.6 million pursuant to ~~Aspire Capital as a commitment fee. The~~the December 2020 PA with Lincoln Park (see Note 7). As of June 30, 2021, the Company ~~cannot sell in excess of 5,033,677~~has no shares of common stock ~~the Exchange Cap, including the 880,000 commitment shares, unless (i) stockholder approval is obtained, or (ii) the average price paid~~registered for ~~all shares issued~~sale under the ~~CSPA (including the 880,000 commitment shares) is equal to or greater than $1.38. As of November 9, 2017, the Company~~ATM Offering Agreement and has ~~dollar capacity of $20.0 million~~10,800,000 of common stock available for future sales ~~limited~~pursuant to the Lincoln Park December 2020 PA.

Management believes the Company’s current ~~Exchange Cap of 2.7 million shares of common stock unless conditions (i) or (ii) above are met. See Note 9~~cash balance is sufficient to ~~the accompanying condensed consolidated financial statements for further details.~~

fund its planned non-discretionary expenditures through 2022. The Company ~~believes that~~is evaluating the ~~ATM Offering~~continued use of the Cantor and Lincoln Park financing facilities to support construction of the CSPA, along with its existing working capital balance, will provide it with the necessary liquidity to fund operations through 2018. The Company will also continue to explore additional opportunities to raise capital, further monetize its non-core assets and identify ways to reduce its cash expenditures.

commercial graphite processing facility. 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 ~~the Company’s~~its needs, or on terms acceptable to the Company. Stock price volatility and uncertain economic conditions caused by the COVID-19 pandemic, including the recent emergence of variant strains of the virus, could significantly impact the Company’s ability to raise funds through equity financing. Market conditions, including but not limited to, inflation and supply change disruptions could adversely impact the planned cost of the Company’s commercial graphite processing facility. Along with evaluating the continued use of the Cantor and Lincoln Park financing facilities, the Company may consider project financing to fund the construction of the commercial graphite processing facility. The alternative sources of project financing could include, but are not limited to, convertible debt or pursuing a partnership or joint venture.

In the event ~~that~~ funds are not available for project financing to complete construction of the commercial graphite processing facility in 2022, the Company expects to be able to fund its non-discretionary expenditures, however, the Company may be required to ~~materially~~ change its planned business ~~plans.~~development strategies.

~~Off- Balance Sheet Arrangements~~

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed in this report are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding the adequacy of funding, liquidity, the timing or occurrence of any future drilling or production from the Company’s properties, the ~~timing or establishment of lithium resources, the~~ ability of the Company to acquire additional properties or partner with other companies, the construction of pilot plant facilities and construction of commercial production facilities, the realization of expected benefits from recent business combinations and the Company’s anticipated cash burn rate and capital requirements. Words such as “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project” and variations of these words, comparable words and similar expressions generally indicate forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, among others:

●

the spot price and long-term contract price of graphite (both flake graphite feedstock and purified graphite products) and vanadium, and the world-wide supply and demand of graphite and vanadium;

●

government regulation of the mining and processing industries in the United States;

•

~~the availability~~Table of ~~capital to WWR;~~Contents

•
~~the spot price and long-term contract price of uranium and lithium;~~

•
~~risks associated with our foreign operations;~~

•
~~the ability of WWR to enter into and successfully close acquisitions, dispositions or other material transactions;~~

•
~~government regulation of the mining industry and the nuclear power industry in the United States and the Republic of Turkey;~~

•
~~operating conditions at our mining projects;~~

•
~~the world-wide supply and demand of uranium and lithium;~~

•
~~weather conditions;~~

●

risks associated with our operations and the operations of our partners, including the impact of COVID-19 and supply chain disruptions;

●

operating conditions at our mining and processing facilities in the United States;

●

unanticipated geological, processing, regulatory and legal or other problems we may encounter;

●

the results of our exploration activities, and the possibility that future exploration results may be materially less promising than initial exploration results;

●

any graphite or vanadium discoveries not being in high enough concentration to make it economic to extract the metals;

●

our ability to finance growth plans;

●

currently pending or new litigation or arbitration; and

●

our ability to maintain and timely receive mining and other permits from regulatory agencies.

•
~~unanticipated geological, processing, regulatory and legal or other problems we may encounter;~~

•
~~currently pending or new litigation; and~~

•
~~our ability to maintain and timely receive mining and other permits from regulatory agencies.~~
~~as well as~~In addition, other factors are described ~~elsewhere~~ in ~~this Quarterly Report on Form 10-Q,~~ our ~~2016~~ Annual Report on Form 10-K for the year ended December 31, 2020, and the other reports we file with the SEC. Most of these factors are beyond our ability to predict or control. Future events and actual results could differ materially from those set forth herein, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements made herein, except as required by law.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide this information in our Quarterly Reports.

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the Company’s controls and procedures.
During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2017.~~2021.
Changes in Internal Controls
~~During the three months ended September 30, 2017,~~There were no changes ~~have been made~~ in our internal control over financial reporting during the six months ended June 30, 2021, that ~~have~~ materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~Information regarding reportable~~During the three months ended June 30, 2021, there were no material developments in the legal proceedings ~~is contained~~disclosed in ~~Part I, Item 3., “Legal Proceedings,” in our Annual~~the Company’s Quarterly Report on Form ~~10-K~~10-Q for the year ended December 31, 2016. The following disclosure updates the legal proceeding set forth under the headings “Dispute Over Kleberg Settlement Agreement” and “TCEQ Adjudicatory Proceeding for the Kingsville Facility” in the 2016 Form 10-K to reflect developments during the ninethree months ended ~~September 30, 2017 and should be read together with the corresponding disclosure in the 2016 Form 10-K.~~March 31, 2021.

~~Dispute Over Kleberg Settlement Agreement~~

Following the submittal of all the briefs by both parties, on June 23, 2017, the Texas Supreme Court granted the Petition for Review. On October 12, 2017 the Texas Supreme Court held an oral argument. The Company has no indication as to when or how the Texas Supreme Court will rule on the matter.

~~TCEQ Adjudicatory Proceeding for the Kingsville Facility~~

On April 12, 2017, the TCEQ held a hearing and granted the request of URI, Inc., a wholly-owned subsidiary of the Company, to withdraw the permit application without prejudice, and ordered URI, Inc. to pay Kleberg County $15,716 and to pay another named individual $967. URI, Inc. has made those payments and the matter is fully resolved.

ITEM 1A. RISK FACTORS.

~~Other than as set forth below, there~~There have been no material changes from those risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2020.

Our foreign operations subject us to a number of significant regulatory, legal and political risks that may have a material adverse impact on our prospects, projects, financial condition and results of operations.

Our acquisition of Anatolia Energy significantly increased the importance of foreign operations to our future prospects and growth, and our foreign operations expose us to a number of risks. These risks include such things as:

•
~~enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies;~~

•
challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, indigenous populations, non-governmental organizations or other third parties;

•
~~war, crime, terrorism, sabotage, civil unrest and uncertain political and economic environments;~~

•
~~deterioration in relations between the United States and the foreign jurisdictions in which we operate;~~

•
~~renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like;~~

•
~~corruption;~~

•
~~challenges in overseeing employees and contractors, including the risk that our employees and independent contractors may engage in unauthorized or illegal activity;~~

•
~~exchange and currency controls and fluctuations;~~

•
~~limitations on foreign exchange and repatriation of earnings;~~

•
~~restrictions on mineral production and price controls;~~

•
~~seizure of mineral production and expropriation or nationalization of property;~~

•
~~changes in legislation, including changes related to taxation, new or increased mining royalty interests, import and export regulations, foreign ownership, foreign trade and foreign investment;~~

•
~~high rates of inflation; and~~

•
~~labor practices and disputes.~~
For example, during October 2017, the United States and the Republic of Turkey each suspended all non-immigrant visa services for travel between the two countries following the arrest of U.S. consular staff in Turkey. The uncertainty surrounding the political and economic relationship between the United States and Turkey and the suspension of non-immigrant visas between the two countries could adversely affect our ability to operate in Turkey.
In addition, we face the numerous risks as a new acquirer that our expectations may not be realized and that we may encounter unexpected problems. We continue to review Anatolia Energy’s operations in Turkey, including compliance with local laws and applicable permitting requirements. In the event we determine material noncompliance, we could face fines or restrictions on our ability to develop our projects in Turkey, which could have a material adverse effect on our prospects, projects, financial condition and results of operations.
Further, regulatory, permitting and business arrangements in foreign jurisdictions are subject to extensive laws and regulations intended to prevent improper payments, fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of business arrangements that are commonplace in such foreign jurisdictions, and violations of such laws and regulations could result in regulatory sanctions and serious harm to our reputation. We have adopted a code of business conduct and ethics, but it is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves, those actions could have a significant impact on our business, including the imposition of significant civil, criminal and administrative penalties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF ~~PROCEEDS~~PROCEEDS.
~~None.~~None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.

ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.

ITEM 5. OTHER INFORMATION.
None.

ITEM 6. EXHIBITS.
~~Exhibit Index~~

Exhibit

Number
Description

~~3.1~~
~~Restated Certificate of Incorporation of Westwater Resources, Inc., as amended through August 21, 2017.~~
~~3.2~~
~~Amended and Restated Bylaws of Westwater Resources, Inc., effective August 21, 2017.~~
~~4.1~~
~~Registration Rights Agreement dated September 25, 2017 between Westwater Resources, Inc. and Aspire Capital Fund, LLC~~ ~~(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 27, 2017.~~

10.1

~~Common Stock Purchase Agreement dated September 25, 2017 between~~ Westwater Resources, Inc. ~~and Aspire Capital Fund, LLC~~2013 Omnibus Incentive Plan, as amended (incorporated by reference to ~~Exhibit 10.1~~Appendix B to the Company’s ~~Current Report~~Definitive Proxy Statement on ~~Form 8-K~~Schedule 14A filed on ~~September 27, 2017.~~March 26, 2021).

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS:

Inline XBRL Instance Document

101.SCH:

Inline XBRL Taxonomy Extension Schema Document

101.CAL:

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF:

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB:

Inline XBRL Taxonomy Extension Label Linkbase Document

Table of Contents

101.PRE:		XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE:		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	WESTWATER RESOURCES, INC.

Dated: ~~November 9, 2017~~August 11, 2021	By:	/s/ Christopher M. Jones
		Christopher M. Jones
		President and Chief Executive Officer (Principal Executive Officer)

Dated: ~~November 9, 2017~~August 11, 2021	By:	/s/ Jeffrey L. Vigil
		Jeffrey L. Vigil
		Vice President - Finance and Chief Financial Officer (Principal Financial ~~Officer and Principal Accounting~~ Officer)


	June 30,		December 31,
	2021		2020
ASSETS

Current Assets:
Cash and cash equivalents	$	119,138	$	50,315
Equity securities		2,931		1,520
Prepaid and other current assets		495		754
Total Current Assets		122,564		52,589

Property, plant and equipment, at cost:
Property, plant and equipment		9,079		9,080
Less accumulated depreciation and depletion		(96)		(95)
Net property, plant and equipment		8,983		8,985
Operating lease right-of-use assets		291		353
Restricted cash		—		10
Other long-term assets		100		—
Total Assets	$	131,938	$	61,937

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	2,968	$	1,734
Accrued liabilities		2,060		2,369
Operating lease liability - current		151		149
Total Current Liabilities		5,179		4,252

Operating lease liability, net of current		150		214
Total Liabilities		5,329		4,466

Commitments and Contingencies

Stockholders’ Equity:
Common stock, 100,000,000 shares authorized, $.001 par value;
Issued shares - 33,536,476 and 19,172,020 respectively
Outstanding shares - 33,536,315 and 19,171,859 respectively		33		19
Paid-in capital		461,717		383,723
Accumulated deficit		(334,883)		(326,013)
Less: Treasury stock (161 shares), at cost		(258)		(258)
Total Stockholders’ Equity		126,609		57,471

Total Liabilities and Stockholders’ Equity	$	131,938	$	61,937


WESTWATER RESOURCES, INC. (formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(expressed in thousands of dollars, except share amounts)
(unaudited)
		September 30,	December 31,
	Notes	2017	2016
ASSETS

Current Assets:
Cash and cash equivalents		$ 7,200	$ 3,309
Marketable securities	3	1,060	-
Notes receivable – current	3	1,500	-
Prepaid and other current assets		831	602
Total Current Assets		10,591	3,911

Property, plant and equipment, at cost:
Property, plant and equipment		112,560	112,964
Less accumulated depreciation, depletion and impairment		(65,677)	(66,048)
Net property, plant and equipment	5	46,883	46,916

Restricted cash		3,668	3,964
Notes receivable – non-current	3	2,554	-
Long-term assets held for sale		-	2,123
Total Assets		$ 63,696	$ 56,914

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable		$ 860	$ 610
Accrued liabilities		1,450	1,981
Convertible loan, net of discount – related party	7	-	5,431
Current portion of asset retirement obligations	8	121	121
Total Current Liabilities		2,431	8,143

Asset retirement obligations, net of current portion	8	5,025	4,668
Other long-term liabilities and deferred credits		500	500
Long-term liabilities related to assets held for sale		-	555
Total Liabilities		7,956	13,866

Commitments and Contingencies	12

Stockholders' Equity:
Common stock, 100,000,000 shares authorized, $.001 par value;
Issued shares – 27,484,935 and 16,675,419, respectively
Outstanding shares – 27,476,910 and 16,667,394, respectively	9	28	17
Paid-in capital	9,10	296,937	280,191
Accumulated other comprehensive income		(287)	-
Accumulated deficit		(240,680)	(236,902)
Treasury stock (8,025 and 8,025 shares, respectively), at cost		(258)	(258)
Total Stockholders' Equity		55,740	43,048

Total Liabilities and Stockholders' Equity		$ 63,696	$ 56,914


WESTWATER RESOURCES, INC. (formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in thousands of dollars, except share and per share amounts)
(unaudited)
		For the Three Months Ended Sep 30,		For the Nine Months Ended Sep 30,
	Notes	2017	2016	2017	2016

Operating Expenses:
Mineral property expenses	6	$ (1,316)	$ (1,039)	$ (3,637)	$ (2,908)
General and administrative		(1,700)	(1,883)	(4,976)	(6,035)
Accretion of asset retirement obligations	8	(132)	(120)	(395)	(360)
Depreciation and amortization		(27)	(56)	(104)	(188)
Impairment of uranium properties		-	-	-	(534)
Total operating expenses		(3,175)	(3,098)	(9,112)	(10,025)

Non-Operating Income/(Expenses):
Loss on extinguishment of convertible debt		-	-	(39)	-
Interest income/(expense)	3,7	186	(671)	424	(2,194)
Commitment fees		-	-	-	(333)
Loss on sale of marketable securities		-	-	-	(116)
Gain on disposal of uranium properties	3	-		4,927	-
Other income, net		6	25	22	44
Total other income/(expense)		192	(646)	5,334	(2,599)

Net Loss		$ (2,983)	$ (3,744)	$ (3,778)	$ (12,624)

Other Comprehensive Loss
Unrealized fair value decrease on marketable securities		$ (126)	$ -	$ (287)	$ (49)
Transfer to realized loss upon sale of available-for-sale securities		-	-	-	116
Comprehensive Loss		$ (3,109)	$ (3,744)	$ (4,065)	$ (12,557)

BASIC AND DILUTED LOSS PER SHARE		$ (0.12)	$ (0.38)	$ (0.16)	$ (1.81)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		25,037,203	9,741,331	23,763,842	6,963,869


WESTWATER RESOURCES, INC. (formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL CASH FLOW INFORMATION
(expressed in thousands of dollars)
(unaudited)
		Nine Months Ended Sep 30,
	Notes	2017	2016

Operating Activities:
Net loss		$ (3,778)	$ (12,624)
Reconciliation of net loss to cash used in operations:
Accretion of asset retirement obligations	8	395	360
Amortization of debt discount		30	1,355
Amortization of convertible loan establishment fee		-	75
Amortization of notes receivable discount		(553)	-
Loss on extinguishment of convertible debt	7	39	-
Unrealized holding loss on securities		-	116
Common stock issued as payment for commitment fees		-	333
Costs incurred for restoration and reclamation activities	8	(37)	(54)
Depreciation and amortization		104	188
Stock compensation expense	10	62	545
Gain on disposal of uranium properties	3	(4,927)	-
Impairment of uranium properties		-	534
Amortization of non-cash investor relations fees		175	-
Effect of changes in operating working capital items:
(Increase)/decrease in receivables		(5)	47
(Increase)/decrease in prepaid and other current assets		(101)	101
Decrease in payables, accrued liabilities and deferred credits		(280)	(830)
Net Cash Used In Operating Activities		(8,876)	(9,854)

Cash Flows From Investing Activities:
Purchase of equipment		(100)	-
Proceeds from the sale of investments		-	247
Net decrease in restricted cash and short-term investments		23	57
Proceeds from disposal of property, plant and equipment	3	1,950	-
Net Cash Provided By Investing Activities		1,873	304

Cash Flows From Financing Activities:
Payments on borrowings	7	(5,500)	-
Issuance of common stock, net	9	16,395	12,511
Payment of minimum withholding taxes on net share settlements of equity awards		(1)	-
Net Cash Provided By Financing Activities		10,894	12,511

Net increase in cash and cash equivalents		3,891	2,961
Cash and cash equivalents, beginning of period		3,309	865
Cash and Cash Equivalents, End of Period		$ 7,200	$ 3,826

Cash paid during the period for:
Interest		$ 227	$ 486
Supplemental Non-Cash Information With Respect to Investing and Financing Activities:
Common stock issued for settlement of accounts payable		$ 300	$ 834
Common stock issued for payment of convertible loan interest and fees		$ -	$ 242
Common stock issued for payment of commitment fees		$ 1,214	$ 523


WESTWATER RESOURCES, INC. (formerly Uranium Resources, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(expressed in thousands of dollars, except share amounts)
(unaudited)

	Common Stock
	Shares	Amount	Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Treasury Stock	Total
Balances, January 1, 2017	16,667,394	$ 17	$ 280,191	$ -	$ (236,902)	$ (258)	$ 43,048
Net loss	-	-	-	-	(3,778)	-	(3,778)
Common stock issued, net of issuance costs	9,776,396	10	15,172	-	-	-	15,182
Common stock issued for commitment fees	880,000	1	1,213	-	-	-	1,214
Common stock issued for investor relations fees	150,000	-	300	-	-	-	300
Stock compensation expense and related share issuances, net of shares withheld for the payment of taxes	3,120	-	62	-	-	-	62
Minimum withholding taxes on net share settlements of equity awards	-	-	(1)	-	-	-	(1)
Unrealized holding loss on marketable securities	-	-	-	(287)	-	-	(287)
Balances, September 30, 2017	27,476,910	$ 28	$ 296,937	$ (287)	$ (240,680)	$ (258)	$ 55,740


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020

Operating Expenses:
Product development expenses	$	(2,109)	$	(175)	$	(3,932)	$	(301)
Exploration expenses		(384)		(6)		(529)		(6)
General and administrative expenses		(2,198)		(1,226)		(4,282)		(2,588)
Arbitration costs		(13)		(28)		(1,545)		(697)
Depreciation and amortization		(1)		(2)		(2)		(4)
Total operating expenses		(4,705)		(1,437)		(10,290)		(3,596)

Non-Operating Income/(Expenses):
Unrealized investment gain		1,218		—		1,411		—
Other income (expense)		7		1		9		(2)
Total other income (expense)		1,225		1		1,420		(2)

Net Loss from continuing operations		(3,480)		(1,436)		(8,870)		(3,598)

Net Loss from discontinued operations		—		(1,031)		—		(2,156)

Net Loss	$	(3,480)	$	(2,467)	$	(8,870)	$	(5,754)

BASIC AND DILUTED LOSS PER SHARE
LOSS PER SHARE FROM CONTINUING OPERATIONS	$	(0.11)	$	(0.25)	$	(0.29)	$	(0.74)

LOSS PER SHARE FROM DISCONTINUED OPERATIONS	$	—	$	(0.18)	$	—	$	(0.44)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		32,431,919		5,786,117		30,525,520		4,895,533


	For the Six Months Ended June 30,
	2021		2020
Operating Activities:
Net loss	$	(8,870)	$	(5,754)
Reconciliation of net loss to cash used in operations:
Non-cash lease expense		—		2
Accretion of asset retirement obligations		—		138
Costs incurred for restoration and reclamation activities		—		(167)
Depreciation and amortization		2		30
Stock compensation expense		295		28
Unrealized (gain) on equity securities		(1,411)		—
Gain on disposal of fixed assets		—		(21)
Effect of changes in operating working capital items:
(Increase) in prepaids and other assets		(74)		(148)
(Decrease)/Increase in payables and accrued liabilities		925		(173)
Net Cash Used In Operating Activities		(9,133)		(6,065)

Cash Flows From Investing Activities
Proceeds from PPP loan escrow		333		—
Building deposit		(100)		—
Capital expenditures		—		(87)
Net Cash Provided By Investing Activities		233		(87)

Cash Flows From Financing Activities:
Proceeds from note payable		—		331
Issuance of common stock, net		77,863		6,291
Payment of minimum withholding taxes on net share settlements of equity awards		(150)		—
Net Cash Provided By Financing Activities		77,713		6,622

Net increase in cash, cash equivalents and restricted cash		68,813		470
Cash, Cash Equivalents and Restricted Cash, Beginning of Period		50,325		5,667
Cash, Cash Equivalents and Restricted Cash, End of Period	$	119,138	$	6,137




	Common Stock			Paid-In		Accumulated		Treasury
Six months ended June 30, 2021	Shares	Amount		Capital		Deficit		Stock		Total
Balances, January 1, 2021	19,172,020	$	19	$	383,723	$	(326,013)	$	(258)	$	57,471
Net loss	—		—		—		(8,870)		—		(8,870)
Common stock issued, net of issuance costs	14,307,270		14		77,849		—		—		77,863
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes	57,186		—		295		—		—		295
Minimum withholding taxes on net share settlements of equity awards	—		—		(150)		—		—		(150)
Balances, June 30, 2021	33,536,476	$	33	$	461,717	$	(334,883)	$	(258)	$	126,609


Three months ended June 30, 2021
Balances, March 31, 2021	32,336,476	$	32	$	455,854	$	(331,403)	$	(258)	$	124,225
Net loss	—		—		—		(3,480)		—		(3,480)
Common stock issued, net of issuance costs	1,200,000		1		5,659		—		—		5,660
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes	—		—		204		—		—		204
Balances, June 30, 2021	33,536,476	$	33	$	461,717	$	(334,883)	$	(258)	$	126,609


	As of June 30,
(thousands of dollars)	2021		2020
Cash and cash equivalents	$	119,138	$	2,330
Restricted cash - pledged deposits for performance bonds		—		3,807
Cash, cash equivalents and restricted cash shown in the statement of cash flows	$	119,138	$	6,137


	September 30, 2017
(thousands of dollars)	Level 1	Level 2	Level 3	Total
Current Assets
Marketable securities and short term investments	$ 1,060	$ -	$ -	$ 1,060
Total current assets recorded at fair value	$ 1,060	$ -	$ -	$ 1,060
Non-Current Assets
Restricted cash	3,668	-	-	3,668
Total non-current assets recorded at fair value	$ 3,668	$ -	$ -	$ 3,668

	December 31, 2016
	Level 1	Level 2	Level 3	Total
Non-Current Assets
Restricted cash	$ 3,964	$ -	$ -	$ 3,964
Total non-current assets recorded at fair value	$ 3,964	$ -	$ -	$ 3,964


	June 30, 2021
(thousands of dollars)	Level 1		Level 2		Level 3		Total
Current Assets
Equity securities	$	2,931	$	—	$	—	$	2,931
Total current assets recorded at fair value	$	2,931	$	—	$	—	$	2,931


	December 31, 2020
(thousands of dollars)	Level 1		Level 2		Level 3		Total
Current Assets
Equity securities	$	—	$	—	$	1,520	$	1,520
Total current assets recorded at fair value	$	—	$	—	$	1,520	$	1,520
Non-current Assets
Restricted cash	$	10	$	—		—	$	10
Total non-current assets recorded at fair value	$	10	$	—	$	—	$	10


	Net Book Value of Property, Plant and Equipment at September 30, 2017
(thousands of dollars)	Turkey	Texas	New Mexico	Corporate	Total
Uranium plant	$ -	$ 8,447	$ -	$ -	$ 8,447
Mineral rights and properties	17,968	-	19,102	-	37,071
Other property, plant and equipment	20	1,132	-	214	1,366
Total	$ 17,988	$ 9,579	$ 19,102	$ 214	$ 46,883

	Net Book Value of Property, Plant and Equipment at December 31, 2016
(thousands of dollars)	Turkey	Texas	New Mexico	Corporate	Total
Uranium plant	$ -	$ 8,459	$ -	$ -	$ 8,459
Mineral rights and properties	17,968	-	19,102	-	37,070
Other property, plant and equipment	22	1,224	-	141	1,387
Total	$ 17,990	$ 9,683	$ 19,102	$ 141	$ 46,916


	Net Book Value of Property, Plant and Equipment at June 30, 2021
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties		8,972		—		8,972
Other property, plant and equipment		—		11		11
Total	$	8,972	$	11	$	8,983


	For the Six Months Ended
(thousands of dollars)		June 20, 2020
Depreciation and amortization	$	26
Capital Expenditures		(87)
Accretion of asset retirement obligations		138


	June 30, 2021	June 30, 2020

	Number of	Number of
	Warrants	Warrants
Warrants outstanding at beginning of period	0	197,622
Issued	0	0
Expired	0	(11,440)
Warrants outstanding at end of period	0	186,182


	Sep 30,		Sep 30,
	2017		2016
	Number of Stock Options	Weighted Average Exercise Price	Number of Stock Options	Weighted Average Exercise Price
Stock options outstanding at beginning of period	110,828	$ 18.24	326,424	$ 24.90
Granted	189,164	1.40	-	-
Expired	(6,001)	104.67	(215,346)	27.64
Stock options outstanding at end of period	293,991	$ 5.64	111,078	$ 19.60
Stock options exercisable at end of period	104,722	$ 13.26	110,869	$ 19.57


	June 30, 2021			June 30, 2020
		Weighted			Weighted
	Number of	Average		Number of	Average
	Stock	Exercise		Stock	Exercise
	Options	Price		Options	Price
Stock options outstanding at beginning of period	185,054	$	7.99	37,786	$	37.42
Granted	94,522		3.91	125,804		1.59
Expired	(2,000)		73.54	(1,693)		101.64
Stock options outstanding at end of period	277,576	$	6.18	161,897	$	8.91
Stock options exercisable at end of period	183,054	$	7.35	36,093	$	34.41


	Outstanding Stock Options		Exercisable Stock Options
Stock Option Plan	Number of Outstanding Stock Options	Weighted Average Exercise Price	Number of Exercisable Stock Options	Weighted Average Exercise Price
2004 Plan	4,792	$ 35.14	4,792	$ 35.14
2004 Directors’ Plan	973	317.14	973	317.14
2013 Plan	189,581	1.48	312	35.88
Replacement Stock Options	98,645	9.13	98,645	9.13
	293,991	$ 5.64	104,722	$ 13.26


	Outstanding Stock Options			Exercisable Stock Options
	Number of	Weighted		Number of	Weighted
	Outstanding	Average		Stock Options	Average
Stock Option Plan	Stock Options	Exercise Price		Exercisable	Exercise Price
2004 Plan	92	$	1,638.00	92	$	1,638.00
2004 Directors’ Plan	3		10,380.00	3		10,380.00
2013 Plan	277,481		5.67	182,959		6.29
	277,576	$	6.18	183,054	$	7.35


	June 30,		December 31,
(thousands of dollars, except lease term and discount rate)	2021		2020
Operating Leases
Operating lease right-of-use assets	$	291	$	353

Current portion of lease liabilities	$	151	$	149
Operating lease liabilities – long term portion		150		214
Total operating lease liabilities	$	301	$	363


Lease payments by year	June 30,
(In thousands)	2021
2021 (remainder of year)	$	79
2022		158
2023		92
Total lease payments		329
Less imputed interest		(28)
Total	$	301


	For the Three Months Ended Sep 30,		For the Nine Months Ended Sep 30,
	2017	2016	2017	2016
	(thousands of dollars)
Restoration/Recovery expenses
Rosita Project	$ 71	$ 18	$ 160	$ 6
Total restoration/recovery expenses	71	18	160	6

Standby care and maintenance expenses
Kingsville Dome Project	153	166	477	467


Rosita Project	74	73	258	233
Vasquez Project	117	105	308	275
Temrezli Project	41	31	164	453
Total standby care and maintenance expenses	385	375	1,207	1,428

Exploration and evaluation costs	423	86	609	92

Land maintenance and holding costs	437	560	1,661	1,382

Total mineral property expenses	$ 1,316	$ 1,039	$ 3,637	$ 2,908


Exhibit Number		Description

~~3.1~~		~~Restated Certificate of Incorporation of Westwater Resources, Inc., as amended through August 21, 2017.~~

~~3.2~~		~~Amended and Restated Bylaws of Westwater Resources, Inc., effective August 21, 2017.~~

~~4.1~~		~~Registration Rights Agreement dated September 25, 2017 between Westwater Resources, Inc. and Aspire Capital Fund, LLC~~ ~~(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 27, 2017.~~

10.1		~~Common Stock Purchase Agreement dated September 25, 2017 between~~ Westwater Resources, Inc. ~~and Aspire Capital Fund, LLC~~2013 Omnibus Incentive Plan, as amended (incorporated by reference to ~~Exhibit 10.1~~Appendix B to the Company’s ~~Current Report~~Definitive Proxy Statement on ~~Form 8-K~~Schedule 14A filed on ~~September 27, 2017.~~March 26, 2021).

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS:		Inline XBRL Instance Document

101.SCH:		Inline XBRL Taxonomy Extension Schema Document

101.CAL:		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF:		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB:		Inline XBRL Taxonomy Extension Label Linkbase Document