10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2022

Or

☐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 Registrant as Specified in Its Charter)

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

6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112

(Address of Principal Executive Offices, Including Zip Code)

(303) 531-0516

(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. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ◻

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 ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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	47,193,702 as of May 10, 2022

WESTWATER RESOURCES, INC.

TABLE OF CONTENTS

DEFINITIONS	3
PART I — FINANCIAL INFORMATION	4
ITEM 1. FINANCIAL STATEMENTS	4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4. CONTROLS AND PROCEDURES	20
PART II - OTHER INFORMATION	21
ITEM 1. LEGAL PROCEEDINGS	21
ITEM 1A. RISK FACTORS	21
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4. MINE SAFETY DISCLOSURES	21
ITEM 5. OTHER INFORMATION	21
ITEM 6. EXHIBITS	21
SIGNATURES	22

7

2

DEFINITIONS

When used in this Form 10-Q, the following terms have the meaning indicated.

Term	Meaning
Annual Report	Westwater Resources, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.
AGP	Alabama Graphite Products, LLC, an Alabama limited liability company and wholly-owned subsidiary of Westwater Resources.
ATM Offering Agreement	Controlled Equity Offering Sale Agreement between Westwater Resources and Cantor Fitzgerald & Co. dated April 14, 2017.
Cantor	Cantor Fitzgerald & Co.
Coosa Graphite Deposit	The Company’s graphite mineral deposit located near Rockford, Alabama.
EU Critical Raw Minerals List	The list of raw materials that are crucial to Europe’s economy published by the European Commission.
Kellyton Graphite Plant	The Company’s planned battery-grade graphite processing facility near Kellyton, Alabama.
Graphite	A naturally occurring carbon material with electrical properties that enhance the performance of electrical storage batteries, listed on the US Critical Minerals List as well as the EU Critical Raw Materials List.
Gross acres	Total acreage of land under which we have mineral rights. May include unleased fractional ownership.
Lincoln Park	Lincoln Park Capital Fund, LLC
U.S. Critical Minerals List	The list of critical minerals that are crucial to the United States of America economy published by the Department of Interior.
Vanadium	A rare-earth metal used as a strengthening alloy in steelmaking, and in certain types of batteries, listed on the US Critical Minerals List.
Westwater Resources	Westwater Resources, Inc.
2020 Lincoln Park PA	Purchase Agreement dated as of December 4, 2020 between Westwater Resources and Lincoln Park Capital Fund, LLC

USE OF NAMES

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “we”, “us”, “our”, “WWR”, “Westwater”, “Corporation”, or the “Company” refer to Westwater Resources, Inc. and its subsidiaries.

CURRENCY

The accounts of the Company are maintained in U.S. dollars. All dollar amounts referenced in this Quarterly Report on Form 10-Q and the consolidated financial statements are stated in U.S. dollars.

3

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(expressed in thousands of dollars, except share amounts)

(unaudited)

	March 31,		December 31,
	2022		2021
ASSETS
Current Assets:
Cash and cash equivalents	$	115,993	$	115,293
Prepaid and other current assets		733		320
Total Current Assets		116,726		115,613
Property, plant and equipment, at cost:
Property, plant and equipment		31,799		14,593
Less accumulated depreciation		(136)		(114)
Net property, plant and equipment		31,663		14,479
Operating lease right-of-use assets		192		226
Other long-term assets		—		2,665
Total Assets	$	148,581	$	132,983
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	6,201	$	3,043
Accrued liabilities		1,823		2,129
Operating lease liability - current		152		152
Total Current Liabilities		8,176		5,324
Operating lease liability, net of current		48		83
Other long-term liabilities		1,378		1,378
Total Liabilities		9,602		6,785
Commitments and Contingencies (see note 7)
Stockholders’ Equity:
Common stock, 100,000,000 shares authorized, $.001 par value;
Issued shares - 42,817,584 and 35,279,724 respectively
Outstanding shares - 42,817,423 and 35,279,563 respectively		43		35
Paid-in capital		484,160		468,578
Accumulated deficit		(344,966)		(342,157)
Less: Treasury stock (161 shares), at cost		(258)		(258)
Total Stockholders’ Equity		138,979		126,198
Total Liabilities and Stockholders’ Equity	$	148,581	$	132,983

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

4

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(expressed in thousands of dollars, except share and per share amounts)

(unaudited)

	For the Three Months Ended
	March 31,
	2022		2021
Operating Expenses:
Product development expenses	$	(233)	$	(1,823)
Exploration expenses		(208)		(145)
General and administrative expenses		(2,211)		(2,084)
Arbitration costs		(142)		(1,532)
Depreciation and amortization		(22)		(1)
Total operating expenses		(2,816)		(5,585)
Non-Operating Income:
Unrealized gain on equity securities		—		193
Other income		7		2
Total other income		7		195
Net Loss	$	(2,809)	$	(5,390)
BASIC AND DILUTED LOSS PER SHARE	$	(0.08)	$	(0.19)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		36,757,352		28,597,938

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

5

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in thousands of dollars)

(unaudited)

	For the Three Months Ended March 31,
	2022		2021
Operating Activities:
Net loss	$	(2,809)	$	(5,390)
Reconciliation of net loss to cash used in operations:
Non-cash lease expense		(1)		—
Depreciation and amortization		22		1
Stock compensation expense		66		91
Unrealized gain on equity securities		—		(193)
Effect of changes in operating working capital items:
Increase in prepaids and other assets		(413)		(328)
Increase in payables and accrued liabilities		434		969
Net Cash Used In Operating Activities		(2,701)		(4,850)
Cash Flows From Investing Activities:
Proceeds from PPP loan escrow		—		333
Capital expenditures		(12,123)		—
Net Cash (Used In)/Provided By Investing Activities		(12,123)		333
Cash Flows From Financing Activities:
Issuance of common stock, net		15,556		72,203
Payment of minimum withholding taxes on net share settlements of equity awards		(32)		(150)
Net Cash Provided By Financing Activities		15,524		72,053
Net increase in Cash, Cash Equivalents and Restricted Cash		700		67,536
Cash, Cash Equivalents and Restricted Cash, Beginning of Period		115,293		50,325
Cash, Cash Equivalents and Restricted Cash, End of Period	$	115,993	$	117,861
Supplemental Non-Cash Information with Respect to Investing and Financing Activities:
Accrued capital expenditures (at end of period)		3,200		—
Total Non-Cash Investing and Financing Activities for the Period	$	3,200	$	—

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

6

WESTWATER RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(expressed in thousands of dollars, except share amounts)

(unaudited)

Three months ended March 31, 2022	Common Stock			Paid-In		Accumulated		Treasury
	Shares	Amount		Capital		Deficit		Stock		Total
Balances, January 1, 2022	35,279,724	$	35	$	468,578	$	(342,157)	$	(258)	$	126,198
Net loss	—		—		—		(2,809)		—		(2,809)
Common stock issued, net of issuance costs	7,446,087		8		15,548		—		—		15,556
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes	91,773		—		66		—		—		66
Minimum withholding taxes on net share settlements of equity awards	—		—		(32)		—		—		(32)
Balances, March 31, 2022	42,817,584	$	43	$	484,160	$	(344,966)	$	(258)	$	138,979
Three months ended March 31, 2021	Common Stock			Paid-In		Accumulated		Treasury
	Shares	Amount		Capital		Deficit		Stock		Total
Balances, January 1, 2021	19,172,020	$	19	$	383,723	$	(326,013)	$	(258)	$	57,471
Net loss	—		—		—		(5,390)		—		(5,390)
Common stock issued, net of issuance costs	13,107,270		13		72,190		—		—		72,203
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes	57,186		—		91		—		—		91
Minimum withholding taxes on net share settlements of equity awards	—		—		(150)		—		—		(150)
Balances, March 31, 2021	32,336,476	$	32	$	455,854	$	(331,403)	$	(258)	$	124,225

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

7

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. 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 Annual Report. 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 months ended March 31, 2022 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2022.

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.

Recently Issued Accounting Pronouncements

In 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 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.

2. LIQUIDITY

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 financings to fund its operations for the foreseeable future.

During the first three months of 2022, the Company continued construction activities related to the Kellyton Graphite Plant and began civil and earthwork in March 2022, with expected completion in the second quarter of 2023. The Company also continued its exploration project to investigate the size and extent of both graphite and vanadium mineral concentrations at the Coosa Graphite Deposit. Drilling was completed in April 2022 and the Company expects to complete a technical study by the end of the year.

8

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

On March 31, 2022, the Company’s cash balance was approximately $116.0 million. During the three months ended March 31, 2022, the Company sold 7.4 million shares of common stock for net proceeds of $15.6 million pursuant to the ATM Offering Agreement (see Note 4).

Subsequent to March 31, 2022, and through the date of this release, the Company has sold another 4.4 million shares of common stock for additional net proceeds of $9.0 million pursuant to the ATM Offering Agreement.  

Management believes the Company’s current cash balance is sufficient to fund its planned non-discretionary expenditures through 2022. The Company has in place the ATM Offering Agreement and the 2020 Lincoln Park PA, which could be used to support construction of Phase I of the Kellyton Graphite Plant. 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 in amounts sufficient to meet its needs, or on terms acceptable to the Company. Stock price volatility and uncertain economic conditions caused in part by the COVID-19 pandemic and the 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 chain disruptions could adversely impact the planned cost of Phase I of the Kellyton Graphite Plant.

Along with evaluating the continued use of the ATM Offering Agreement and the 2020 Lincoln Park PA, the Company is considering other forms of project financing to fund the construction of the Kellyton Graphite Plant, including both Phase I and Phase II. The alternative sources of project financing could include, but are not limited to, project debt, convertible debt, government loans or grants, or pursuing a partnership or joint venture. In the event funds are not available under the Company’s financing facilities or alternative financing arrangements to fund the construction of Phase I of the Kellyton Graphite Plant in 2023, the Company expects to be able to fund its non-discretionary expenditures, however, the Company may be required to change its planned business development strategies.

3. PROPERTY, PLANT AND EQUIPMENT

	Net Book Value of Property Plant and Equipment at March 31, 2022
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties	$	8,972	$	—	$	8,972
Other property, plant and equipment		4,525		28		4,553
Construction in progress		18,138		—		18,138
Total	$	31,635	$	28	$	31,663

	Net Book Value of Property Plant and Equipment at December 31, 2021
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties	$	8,972	$	—	$	8,972
Other property, plant and equipment		4,462		28		4,490
Construction in progress		1,017		—		1,017
Total	$	14,451	$	28	$	14,479

Construction in Progress

Construction in progress represents assets that are not ready for service or are in the construction stage. Assets are depreciated once they are placed in service.

9

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

During the three months ended March 31, 2022, the manufacturing of equipment, for which the Company made cash deposits of $2.7 million as of December 31, 2022, began.  As such, the deposit as of December 31, 2021 is now reflected as construction in progress as of March 31, 2022.

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 three months ended March 31, 2022 and March 31, 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 no interim impairment was necessary.

4. COMMON STOCK

Common Stock Issued, Net of Issuance Costs

December 2020 Purchase Agreement with Lincoln Park Capital Fund, LLC

On December 4, 2020, the Company entered into the 2020 Lincoln Park PA Purchase Agreement with Lincoln Park to place up to $100.0 million in the aggregate of the Company's common stock on an ongoing basis 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 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 under the December 2020 PA.

Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the 2020 Lincoln Park PA if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock at any one point in time.

During the three months ended March 31, 2022, the Company did not sell any shares of common stock pursuant to the 2020 Lincoln Park PA compared to 3.8 million shares for net proceeds of $24.9 million for the three months ended March 31, 2021.

Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co.

On April 14, 2017, the Company entered into the ATM Offering Agreement with Cantor acting as the sales agent. Under the ATM Offering Agreement, the Company may from time to time sell shares of its common stock in “at-the-market” offerings. The Company pays Cantor a commission of up to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM Offering Agreement.

10

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

During the three months ended March 31, 2022, the Company sold 7.4 million shares of common stock for net proceeds of $15.6 million pursuant to the ATM Offering Agreement. The Company sold 9.3 million shares of common stock for net proceeds of $47.3 million pursuant to the ATM Offering Agreement for the three months ended March 31, 2021.  

As of March 31, 2022, the Company has received total gross proceeds of $18.4 million since inception under the ATM Offering Agreement, pursuant to a prospectus supplement for a total of $50 million in aggregate sales, filed on August 20, 2021, and in accordance with Rule 424(b)(5) as a takedown off the Company’s shelf registration statement on Form S-3, which was declared effective by the Commission on July 8, 2021.

5. STOCK-BASED COMPENSATION

Stock-based compensation awards consist of stock options, restricted stock units and bonus shares issued under the Company’s equity incentive plans which include the 2013 Omnibus Incentive Plan (the “2013 Plan”) and the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ 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 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 20,000, 66,000, 350,000, and 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 terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan.

As of March 31, 2022, 1,268,108 shares were available for future issuances under the 2013 Plan. For the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $0.1 million and $0.1 million, respectively. Stock compensation expense is recorded in general and administrative expenses.

11

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock Options

Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company accounts for forfeitures upon occurrence.

The following tables summarize stock options outstanding and changes for the three months ended March 31, 2022 and 2021:

	March 31, 2022			March 31, 2021
		Weighted			Weighted
	Number of	Average		Number of	Average
	Stock	Exercise		Stock	Exercise
	Options	Price		Options	Price
Stock options outstanding at beginning of period	277,576	$	6.18	185,054	$	7.99
Granted	—		—	—		—
Expired	—		—	(800)		71.63
Stock options outstanding at end of period	277,576		6.18	184,254		7.72
Stock options exercisable at end of period	183,054	$	7.35	34,453	$	32.40

The weighted average remaining term for stock options outstanding as of March 31, 2022, is approximately 8.3 years.

The following table summarizes stock options outstanding and exercisable by stock option plan at March 31, 2022:

	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		5.53	182,959		6.36
	277,576	$	6.18	183,054	$	7.35

As of March 31, 2022, the Company had less than $0.1 million of unrecognized compensation costs related to non-vested stock options that will be recognized over a period of approximately 3 months.

Restricted Stock Units

Time-based and performance-based RSUs are valued using the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Committee at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria.

12

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following table summarizes RSU activity for the three months ended March 31, 2022 and 2021:

	March 31,			March 31,
	2022			2021
		Weighted-			Weighted-
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	RSUs	Fair Value		RSUs	Fair Value
Unvested RSUs at beginning of period	385,004	$	3.18	236,403	$	2.10
Granted	91,241		1.97	—		—
Forfeited/Expired	(122,692)		3.09	—		—
Vested	(105,793)		2.97	(78,801)		2.10
Unvested RSUs at end of period	247,760	$	2.87	157,602	$	2.10

As of March 31, 2022, the Company had $0.3 million of unrecognized compensation costs related to non-vested restricted stock units that will be recognized over a period of approximately 2 years.

6. EARNINGS PER SHARE

Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Additionally, potentially dilutive shares of 525,336 were excluded from the calculation of earnings per share because the effect on the basic income per share would be anti-dilutive, as the Company had a net loss for the three months ended March 31, 2022.

7. COMMITMENTS AND CONTINGENCIES

Future operations on the Company’s properties are subject to federal and state regulations for the protection of the environment, including air and water quality. The Company evaluates the status of current environmental laws and their potential impact on current operating costs and accrual for future costs. The Company believes its operations are materially compliant with current environmental regulations.

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.

8. LEASES

The Company’s lease portfolio consists of operating leases for corporate offices, storage space and equipment. The leases have remaining lease terms of 0.5 years to 1.3 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 have terms that are less than a year in length. These include leases for land used in exploration activities, office equipment, machinery, office space, storage and other. The Company has elected the short-term lease exemption allowed under the new leasing standards, whereby leases with initial terms of one year or less are not capitalized and instead expensed on a straight-line basis over the lease term. In addition, the

13

WESTWATER RESOURCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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, “Leases.”

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 recognized at the commencement date of the 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 Three Months Ended
	March 31,
(thousands of dollars)	2022		2021
Operating lease cost	$	38	$	38

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

	For the Three Months Ended
	March 31,
(thousands of dollars)	2022		2021
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	39	$	39
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	192	$	322

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

	March 31,		December 31,
(thousands of dollars)	2022		2021
Operating Leases
Operating lease right-of-use assets	$	192	$	226
Current portion of lease liabilities		152		152
Operating lease liabilities – long term portion		48		83
Total operating lease liabilities	$	200	$	235

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

	For the Three Months Ended
	March 31,
	2022		2021
Weighted Average Remaining Lease Term (in years)	1.3		2.6
Discount Rate	9.5	%	9.5	%

14

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	March 31,
(in thousands)	2022
2022 (remainder of year)	$	119
2023		92
2024		—
Total lease payments		211
Less imputed interest		(11)
Total	$	200

As of March 31, 2022, the Company has $0.2 million in right-of-use assets and $0.2 million in related lease liabilities ($0.2 million of which is current). The most significant operating lease is for the Company’s corporate office in Centennial, Colorado, with $0.2 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 $0.2 million.

15

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 Westwater for the three months ended March 31, 2022, has been prepared based on information available to us as of May 10, 2022. 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 Westwater for the period ended December 31, 2021 and the related notes thereto filed with our Annual Report, 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” herein.

INTRODUCTION

Westwater Resources, Inc. is an almost 45-year-old company focused on developing battery-grade natural graphite materials. Originally incorporated in 1977, our company is focused on developing battery-ready graphite materials after its acquisition of Alabama Graphite in April 2018. Alabama Graphite holds mineral rights to explore and potentially mine the Coosa Graphite Deposit. During the first quarter of 2022, Alabama Graphite Products, LLC, a wholly-owned subsidiary of Westwater, continued construction activities related to the Kellyton Graphite Plant. The Company anticipates that Phase I of the Kellyton Graphite Plant will be completed in the second quarter of 2023. The Company is in the final stages of an exploration program to further investigate the size and extent of both graphite and vanadium mineral concentrations at the Coosa Graphite Deposit, and to increase our knowledge of the deposit as a whole.  The Coosa Graphite Deposit is located near Rockford, Alabama at 32 ° 54’ 30” North and 86 ° 24’ 00” West.

RECENT DEVELOPMENTS

Kellyton Graphite Plant – Construction Update

During the quarter ended March 31, 2022, the Company continued construction activities related to its Kellyton Graphite Plant, including civil and earthwork, selection of a general contractor, and continued engineering and design work.  In April 2022, the Company completed the buildout of its Kellyton administrative offices, hosted a ground breaking ceremony at the site of the Kellyton Graphite Plant, and submitted an application for its wastewater disposal permit. The Company has estimated the cost to construct and commission Phase I of the Kellyton Graphite Plant to be approximately $202 million, of which approximately $17.8 million has been incurred to date.    

Coosa Graphite Deposit – Exploration Program

The Company began an exploration project in April 2021 to investigate the size and extent of both graphite and vanadium mineral concentrations at the Coosa Graphite Deposit.  In April 2022, the Company completed the drilling activity related to this exploration program and expects to complete a technical study by the end of the year. The exploration program was conducted on approximately 4,000 acres of the approximately 41,900 acres to which Westwater holds mineral rights. In addition, as part of the technical study, vanadium mineralization is expected to be evaluated using extractive metallurgy techniques to ascertain the economic potential, if any. Subject to its own definitive feasibility study, the availability of financing, and regulatory approval, the Coosa Graphite Deposit and related mining operation is planned for start-up by the end of 2028.

Graphite and Vanadium as Critical Materials

Presently, the United States is almost 100% dependent on imports for battery-grade graphite, which is currently the primary anode material in the Lithium-ion batteries that power electric vehicles, smartphones, laptops, and store power generated from intermittent renewable energy sources. Westwater intends to process natural flake graphite into battery-grade graphite for all types of batteries including Lithium-ion batteries.

16

On March 31, 2022, President Biden invoked the Defense Production Act to encourage the domestic production of critical materials, including graphite, for advanced batteries for electric vehicles and clean energy storage.

On May 2, 2022, the U.S. Department of Energy (“DOE”) released Funding Opportunity Announcement (“FOA”) No. DE-FOA-0002678, entitled Bipartisan Infrastructure Law – Battery Materials Processing and Battery Manufacturing.  The intent of this FOA is to ensure that the U.S. has a viable battery materials processing industry, to expand capabilities in advanced battery manufacturing, and to enhance domestic processing capacity of minerals, such as graphite, necessary for advanced batteries. Under this FOA, the DOE expects to provide approximately $3.1 billion to fund investments within the electric vehicle battery supply chain and increase domestic battery manufacturing.  While the FOA has been issued, there can be no guarantee that Westwater will qualify or be able to obtain access to such funding. Westwater is evaluating the FOA to determine the benefit, if any, to the Company and its shareholders.

Westwater has and will continue to support the efforts by the relevant United States governmental agencies to ensure that they remain aware of the importance of natural battery-grade graphite, its importance to the nation’s security, and how the Kellyton Graphite Plant and the Coosa Graphite Deposit fit into the critical minerals-equation.

Equity Financings

Capital Raises during three months ended March 31, 2022

During the three months ended March 31, 2022, the Company sold 7.4 million shares of common stock for net proceeds of $15.6 million pursuant to the ATM Offering Agreement, resulting in a cash balance of approximately $116.0 million at March 31, 2022.

Subsequent to March 31, 2022, and through the date of this report, the Company has sold another 4.4 million shares of common stock for additional net proceeds of $9.0 million pursuant to the ATM Offering Agreement.  

See Note 2 to the financial statements for additional information.

RESULTS OF OPERATIONS

Summary

Our net loss for the three months ended March 31, 2022, was $2.8 million, or $0.08 per share, as compared with a net loss of $5.4 million, or $0.19 per share for the same period in 2021. The $2.6 million decrease in our net loss was due primarily to decreases in product development expenses and arbitration costs; offset partially by no unrealized gain on equity securities, which were sold in the fourth quarter of 2021 and increases in general and administrative and exploration expenses.

Product Development Expenses

Product development expenses for the three months ended March 31, 2022, were $0.2 million, a decrease of $1.6 million compared to the same period in 2021.  Product development costs for the first quarter of 2022, primarily relate to continued product development and optimization costs.  Product development costs in the prior year were primarily comprised of expenses for our DFS, which began in February 2021 and was completed in October 2021, and our pilot program that was completed in 2021.

Arbitration Costs

During the first three months of 2022, Westwater incurred trailing legal and expert consulting costs of $0.1 million associated with the Request for Arbitration against the Republic of Turkey. This represents a decrease of $1.4 million in costs compared to the three months ended March 31, 2021. For further reference, see Part I, Item 3 of the Annual Report.

17

General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2022, increased by $0.1 million from the same period in 2021. The increase quarter over quarter is due primarily to increased payroll costs as the Company continues to build its team and increased sales and marketing efforts; offset partially by lower consulting and professional services during the quarter.

Exploration Expenses

Exploration expenses for the three months ended March 31, 2022, increased by $0.1 million from the same period in 2021.  The increase quarter over quarter is due primarily to costs associated with increased inclement weather and related drilling costs associated with our exploration program which was completed in April 2022.

FINANCIAL POSITION

Operating Activities

Net cash used in operating activities of $2.7 million for the three months ended March 31, 2022, represents a decrease of $2.1 million compared to the same period in 2021. The decrease in cash used in operating activities was due primarily to decreases in product development expenses and arbitration costs, partially offset by a decrease in payables and accrued liability balances for the same period in 2021.

Investing Activities

Net cash used in investing activities increased by $12.5 million for the three months ended March 31, 2022, as compared to the same period in 2021. The increase was a result of progress payments related to long lead equipment items and capital expenditures related to the Kellyton Graphite Plant which began construction in December 2021.

Financing Activities

Net cash provided by financing activities was $15.5 million for the three months ended March 31, 2022, due to sales of common stock through the Company’s ATM Offering Agreement. Net cash provided by financing activities for the same period in 2021 was $72.1 million. The $56.6 million decrease was due to decreased sales activity under the 2020 Lincoln Park PA and the ATM Offering Agreement during the first three months of 2022 compared to the same period in 2021.

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.

During the first three months of 2022, the Company continued construction activities related to the Kellyton Graphite Plant and began civil and earthwork in March 2022, with expected completion in the second quarter of 2023. The Company also continued its exploration project to investigate the size and extent of both graphite and vanadium mineral concentrations at the Coosa Graphite Deposit. Drilling was completed in April 2022 and the Company expects to complete a technical study by the end of the year.

On March 31, 2022, the Company’s cash balance was approximately $116.0 million. During the three months ended March 31, 2022, the Company sold 7.4 million shares of common stock for net proceeds of $15.6 million pursuant to the ATM Offering Agreement. As of March 31, 2022, the Company has $31.6 million remaining available for future sales under the ATM Offering Agreement and has 9.7 million shares of common stock available for future sales pursuant to the 2020 Lincoln Park PA.

18

Subsequent to March 31, 2022, and through the date of this release, the Company has sold another 4.4 million shares of common stock for additional net proceeds of $9.0 million pursuant to the ATM Offering Agreement.    

Management believes the Company’s current cash balance is sufficient to fund its planned non-discretionary expenditures through 2022. The Company has in place the ATM Offering Agreement and the 2020 Lincoln Park PA, which could be used to support construction of the 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 in amounts sufficient to meet its needs, or on terms acceptable to the Company. Stock price volatility and uncertain economic conditions caused in part by the COVID-19 pandemic, including the 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 chain disruptions could adversely impact the planned cost of Phase I of the Company’s Kellyton Graphite Plant.

Along with evaluating the continued use of the ATM Offering Agreement and the 2020 Lincoln Park PA, the Company is  considering other forms of project financing to fund the construction of the Kellyton Graphite Plant, including both Phase I and Phase II. The alternative sources of project financing could include, but are not limited to, project debt, convertible debt, government loans or grants, or pursuing a partnership or joint venture. In the event funds are not available under the Company’s financing facilities or alternative financing to fund the construction of Phase I of the Kellyton Graphite Plant in 2023, the Company expects to be able to fund its non-discretionary expenditures, however, the Company may be required to change its planned business development strategies.

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, access to capital, financing activities, the timing or occurrence of any future drilling or production from the Company’s properties, potential effects of the continued COVID-19 pandemic, the strategic goals of the business, arbitration matters, costs of Phase I of the Kellyton Graphite Plant and estimated completion date, expected feasibility study and start date of the Coosa Graphite Deposit, 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;

● the effects, extent and timing of the entry of additional competition in the markets in which we operate;

● the ability to obtain contracts with customers;

● available sources and transportation of graphite feedstock;

● the ability to control costs and avoid cost and schedule overruns during the development, construction and operation of the Kellyton Graphite Plant;

19

● the ability to construct and operate the Kellyton Graphite Plant in accordance with the requirements of permits and licenses and the requirements of tax credits and other incentives;

● government regulation of the mining and processing industries 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;

● the potential effects of the continued COVID-19 pandemic;

● currently pending or new litigation or arbitration; and

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

In addition, other factors are described in our Annual Report, 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 March 31, 2022.

20

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the three months ended March 31, 2022 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding reportable legal proceedings is contained in Part I, Item 3, “Legal Proceedings,” in our Annual Report. There have been no material changes to the legal proceedings previously disclosed in the Annual Report.

ITEM 1A. RISK FACTORS.

See “Risk Factors” in Item 1A in our Annual Report for a discussion of the risk factors of the Company.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit Number	Description
10.1*	Employment Agreement, effective February 26, 2022, between the Company and John W. Lawrence (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2022)
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

21

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
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)

* Indicates management contract or compensatory plan or arrangement.

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: May 10, 2022	By:	/s/ Chad M. Potter
		Chad M. Potter
		President and Chief Executive Officer (Principal Executive Officer)
Dated: May 10, 2022	By:	/s/ Jeffrey L. Vigil
		Jeffrey L. Vigil
		Vice President - Finance and Chief Financial Officer (Principal Financial Officer)

22

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Chad M. Potter, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Westwater Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2022

/s/ Chad M. Potter

Title: President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey L. Vigil, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Westwater Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 10, 2022

/s/ Jeffrey L. Vigil

Title: Vice President - Finance and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Chad M. Potter, President and Chief Executive Officer of Westwater Resources, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2022 (the “Report”), which this certification accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Chad M. Potter

Chad M. Potter

President and Chief Executive Officer

May 10, 2022

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey L. Vigil, Vice President - Finance and Chief Financial Officer of Westwater Resources, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2022 (the “Report”), which this certification accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jeffrey L. Vigil

Jeffrey L. Vigil

Vice President - Finance and Chief Financial Officer

May 10, 2022

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	Mar. 31, 2022	May 10, 2022
Document And Entity Information
Document Type	10-Q
Document Transition Report	false
Document Quarterly Report	true
Entity File Number	001-33404
Document Period End Date	Mar. 31, 2022
Entity Registrant Name	WESTWATER RESOURCES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2212772
Entity Address, Address Line One	6950 S. Potomac Street, Suite 300
Entity Address, City or Town	Centennial
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	303
Local Phone Number	531-0516
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	WWR
Security Exchange Name	NYSEAMER
Entity's Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		47,193,702
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Current Fiscal Year End Date	--12-31
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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 115,993	$ 115,293
Prepaid and other current assets	733	320
Total Current Assets	116,726	115,613
Property, plant and equipment, at cost:
Property, plant and equipment	31,799	14,593
Less accumulated depreciation	(136)	(114)
Net property, plant and equipment	31,663	14,479
Operating lease right-of-use assets	192	226
Other long-term assets		2,665
Total Assets	148,581	132,983
Current Liabilities:
Accounts payable	6,201	3,043
Accrued liabilities	1,823	2,129
Operating lease liability - current	152	152
Total Current Liabilities	8,176	5,324
Operating lease liability, net of current	48	83
Other long-term liabilities	1,378	1,378
Total Liabilities	9,602	6,785
Commitments and Contingencies (see note 7)
Stockholders' Equity:
Common stock, 100,000,000 shares authorized, $.001 par value; Issued shares - 42,817,584 and 35,279,724 respectively Outstanding shares - 42,817,423 and 35,279,563 respectively	43	35
Paid-in capital	484,160	468,578
Accumulated deficit	(344,966)	(342,157)
Less: Treasury stock (161 shares), at cost	(258)	(258)
Total Stockholders' Equity	138,979	126,198
Total Liabilities and Stockholders' Equity	$ 148,581	$ 132,983

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	42,817,584	35,279,724
Common stock, shares outstanding	42,817,423	35,279,563
Treasury stock, shares	161	161

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating Expenses:
Product development expenses	$ (233)	$ (1,823)
Exploration expenses	(208)	(145)
General and administrative expenses	(2,211)	(2,084)
Arbitration costs	(142)	(1,532)
Depreciation and amortization	(22)	(1)
Total operating expenses	(2,816)	(5,585)
Non-Operating Income:
Unrealized gain on equity securities		193
Other income	7	2
Total other income	7	195
Net Loss	$ (2,809)	$ (5,390)
BASIC AND DILUTED LOSS PER SHARE
LOSS PER SHARE, BASIC	$ (0.08)	$ (0.19)
LOSS PER SHARE, DILUTED	$ (0.08)	$ (0.19)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC	36,757,352	28,597,938
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED	36,757,352	28,597,938

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating Activities:
Net loss	$ (2,809)	$ (5,390)
Reconciliation of net loss to cash used in operations:
Non-cash lease expense	(1)
Depreciation and amortization	22	1
Stock compensation expense	66	91
Unrealized gain on equity securities		(193)
Effect of changes in operating working capital items:
Increase in prepaids and other assets	(413)	(328)
Increase in payables and accrued liabilities	434	969
Net Cash Used In Operating Activities	(2,701)	(4,850)
Cash Flows From Investing Activities:
Proceeds from PPP loan escrow		333
Capital expenditures	(12,123)
Net Cash (Used In)/Provided By Investing Activities	(12,123)	333
Cash Flows From Financing Activities:
Issuance of common stock, net	15,556	72,203
Payment of minimum withholding taxes on net share settlements of equity awards	(32)	(150)
Net Cash Provided By Financing Activities	15,524	72,053
Net increase in Cash, Cash Equivalents and Restricted Cash	700	67,536
Cash, Cash Equivalents and Restricted Cash, Beginning of Period	115,293	50,325
Cash, Cash Equivalents and Restricted Cash, End of Period	115,993	$ 117,861
Supplemental Non-Cash Information with Respect to Investing and Financing Activities:
Accrued capital expenditures (at end of period)	3,200
Total Non-Cash Investing and Financing Activities for the Period	$ 3,200

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Paid-In Capital	Accumulated Deficit	Treasury Stock	Total
Balance at Dec. 31, 2020	$ 19	$ 383,723	$ (326,013)	$ (258)	$ 57,471
Balance, shares at Dec. 31, 2020	19,172,020
Net loss			(5,390)		(5,390)
Common stock issued, net of issuance costs	$ 13	72,190			72,203
Common stock issued, net of issuance costs (in shares)	13,107,270
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes		91			91
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes (in shares)	57,186
Minimum withholding taxes on net share settlements of equity awards		(150)			(150)
Balance at Mar. 31, 2021	$ 32	455,854	(331,403)	(258)	124,225
Balance, shares at Mar. 31, 2021	32,336,476
Balance at Dec. 31, 2021	$ 35	468,578	(342,157)	(258)	126,198
Balance, shares at Dec. 31, 2021	35,279,724
Net loss			(2,809)		(2,809)
Common stock issued, net of issuance costs	$ 8	15,548			15,556
Common stock issued, net of issuance costs (in shares)	7,446,087
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes		66			66
Stock compensation expense and related share issuances, net of shares withheld for payment of taxes (in shares)	91,773
Minimum withholding taxes on net share settlements of equity awards		(32)			(32)
Balance at Mar. 31, 2022	$ 43	$ 484,160	$ (344,966)	$ (258)	$ 138,979
Balance, shares at Mar. 31, 2022	42,817,584

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2022

BASIS OF PRESENTATION

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements for Westwater 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 Annual Report. 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 months ended March 31, 2022 are not necessarily indicative of the results that may be expected for any other period including the full year ending December 31, 2022.

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.

Recently Issued Accounting Pronouncements

In 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 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.

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LIQUIDITY

3 Months Ended

Mar. 31, 2022

LIQUIDITY

LIQUIDITY

2. LIQUIDITY

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 financings to fund its operations for the foreseeable future.

During the first three months of 2022, the Company continued construction activities related to the Kellyton Graphite Plant and began civil and earthwork in March 2022, with expected completion in the second quarter of 2023. The Company also continued its exploration project to investigate the size and extent of both graphite and vanadium mineral concentrations at the Coosa Graphite Deposit. Drilling was completed in April 2022 and the Company expects to complete a technical study by the end of the year.

On March 31, 2022, the Company’s cash balance was approximately $116.0 million. During the three months ended March 31, 2022, the Company sold 7.4 million shares of common stock for net proceeds of $15.6 million pursuant to the ATM Offering Agreement (see Note 4).

Subsequent to March 31, 2022, and through the date of this release, the Company has sold another 4.4 million shares of common stock for additional net proceeds of $9.0 million pursuant to the ATM Offering Agreement.  

Management believes the Company’s current cash balance is sufficient to fund its planned non-discretionary expenditures through 2022. The Company has in place the ATM Offering Agreement and the 2020 Lincoln Park PA, which could be used to support construction of Phase I of the Kellyton Graphite Plant. 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 in amounts sufficient to meet its needs, or on terms acceptable to the Company. Stock price volatility and uncertain economic conditions caused in part by the COVID-19 pandemic and the 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 chain disruptions could adversely impact the planned cost of Phase I of the Kellyton Graphite Plant.

Along with evaluating the continued use of the ATM Offering Agreement and the 2020 Lincoln Park PA, the Company is considering other forms of project financing to fund the construction of the Kellyton Graphite Plant, including both Phase I and Phase II. The alternative sources of project financing could include, but are not limited to, project debt, convertible debt, government loans or grants, or pursuing a partnership or joint venture. In the event funds are not available under the Company’s financing facilities or alternative financing arrangements to fund the construction of Phase I of the Kellyton Graphite Plant in 2023, the Company expects to be able to fund its non-discretionary expenditures, however, the Company may be required to change its planned business development strategies.

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PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Mar. 31, 2022

PROPERTY, PLANT AND EQUIPMENT.

PROPERTY, PLANT AND EQUIPMENT

3. PROPERTY, PLANT AND EQUIPMENT

	Net Book Value of Property Plant and Equipment at March 31, 2022
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties	$	8,972	$	—	$	8,972
Other property, plant and equipment		4,525		28		4,553
Construction in progress		18,138		—		18,138
Total	$	31,635	$	28	$	31,663

	Net Book Value of Property Plant and Equipment at December 31, 2021
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties	$	8,972	$	—	$	8,972
Other property, plant and equipment		4,462		28		4,490
Construction in progress		1,017		—		1,017
Total	$	14,451	$	28	$	14,479

Construction in Progress

Construction in progress represents assets that are not ready for service or are in the construction stage. Assets are depreciated once they are placed in service.

During the three months ended March 31, 2022, the manufacturing of equipment, for which the Company made cash deposits of $2.7 million as of December 31, 2022, began.  As such, the deposit as of December 31, 2021 is now reflected as construction in progress as of March 31, 2022.

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 three months ended March 31, 2022 and March 31, 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 no interim impairment was necessary.

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COMMON STOCK

3 Months Ended

Mar. 31, 2022

COMMON STOCK

COMMON STOCK

4. COMMON STOCK

Common Stock Issued, Net of Issuance Costs

December 2020 Purchase Agreement with Lincoln Park Capital Fund, LLC

On December 4, 2020, the Company entered into the 2020 Lincoln Park PA Purchase Agreement with Lincoln Park to place up to $100.0 million in the aggregate of the Company's common stock on an ongoing basis 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 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 under the December 2020 PA.

Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the 2020 Lincoln Park PA if it would result in Lincoln Park beneficially owning more than 9.99% of its common stock at any one point in time.

During the three months ended March 31, 2022, the Company did not sell any shares of common stock pursuant to the 2020 Lincoln Park PA compared to 3.8 million shares for net proceeds of $24.9 million for the three months ended March 31, 2021.

Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co.

On April 14, 2017, the Company entered into the ATM Offering Agreement with Cantor acting as the sales agent. Under the ATM Offering Agreement, the Company may from time to time sell shares of its common stock in “at-the-market” offerings. The Company pays Cantor a commission of up to 2.5% of the gross proceeds from the sale of any shares pursuant to the ATM Offering Agreement.

During the three months ended March 31, 2022, the Company sold 7.4 million shares of common stock for net proceeds of $15.6 million pursuant to the ATM Offering Agreement. The Company sold 9.3 million shares of common stock for net proceeds of $47.3 million pursuant to the ATM Offering Agreement for the three months ended March 31, 2021.  

As of March 31, 2022, the Company has received total gross proceeds of $18.4 million since inception under the ATM Offering Agreement, pursuant to a prospectus supplement for a total of $50 million in aggregate sales, filed on August 20, 2021, and in accordance with Rule 424(b)(5) as a takedown off the Company’s shelf registration statement on Form S-3, which was declared effective by the Commission on July 8, 2021.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2022

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

5. STOCK-BASED COMPENSATION

Stock-based compensation awards consist of stock options, restricted stock units and bonus shares issued under the Company’s equity incentive plans which include the 2013 Omnibus Incentive Plan (the “2013 Plan”) and the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ 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 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 20,000, 66,000, 350,000, and 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 terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other committees or to such other officers and employees of the Company as designated by the Committee and permitted by the 2013 Plan.

As of March 31, 2022, 1,268,108 shares were available for future issuances under the 2013 Plan. For the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $0.1 million and $0.1 million, respectively. Stock compensation expense is recorded in general and administrative expenses.

Stock Options

Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company accounts for forfeitures upon occurrence.

The following tables summarize stock options outstanding and changes for the three months ended March 31, 2022 and 2021:

	March 31, 2022			March 31, 2021
		Weighted			Weighted
	Number of	Average		Number of	Average
	Stock	Exercise		Stock	Exercise
	Options	Price		Options	Price
Stock options outstanding at beginning of period	277,576	$	6.18	185,054	$	7.99
Granted	—		—	—		—
Expired	—		—	(800)		71.63
Stock options outstanding at end of period	277,576		6.18	184,254		7.72
Stock options exercisable at end of period	183,054	$	7.35	34,453	$	32.40

The weighted average remaining term for stock options outstanding as of March 31, 2022, is approximately 8.3 years.

The following table summarizes stock options outstanding and exercisable by stock option plan at March 31, 2022:

	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		5.53	182,959		6.36
	277,576	$	6.18	183,054	$	7.35

As of March 31, 2022, the Company had less than $0.1 million of unrecognized compensation costs related to non-vested stock options that will be recognized over a period of approximately 3 months.

Restricted Stock Units

Time-based and performance-based RSUs are valued using the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Committee at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria.

The following table summarizes RSU activity for the three months ended March 31, 2022 and 2021:

	March 31,			March 31,
	2022			2021
		Weighted-			Weighted-
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	RSUs	Fair Value		RSUs	Fair Value
Unvested RSUs at beginning of period	385,004	$	3.18	236,403	$	2.10
Granted	91,241		1.97	—		—
Forfeited/Expired	(122,692)		3.09	—		—
Vested	(105,793)		2.97	(78,801)		2.10
Unvested RSUs at end of period	247,760	$	2.87	157,602	$	2.10

As of March 31, 2022, the Company had $0.3 million of unrecognized compensation costs related to non-vested restricted stock units that will be recognized over a period of approximately 2 years.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2022

EARNINGS PER SHARE

EARNINGS PER SHARE

6. EARNINGS PER SHARE

Basic and diluted loss per common share have been calculated based on the weighted-average shares outstanding during the period. Additionally, potentially dilutive shares of 525,336 were excluded from the calculation of earnings per share because the effect on the basic income per share would be anti-dilutive, as the Company had a net loss for the three months ended March 31, 2022.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

7. COMMITMENTS AND CONTINGENCIES

Future operations on the Company’s properties are subject to federal and state regulations for the protection of the environment, including air and water quality. The Company evaluates the status of current environmental laws and their potential impact on current operating costs and accrual for future costs. The Company believes its operations are materially compliant with current environmental regulations.

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.

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LEASES

3 Months Ended

Mar. 31, 2022

LEASES

LEASES

8. LEASES

The Company’s lease portfolio consists of operating leases for corporate offices, storage space and equipment. The leases have remaining lease terms of 0.5 years to 1.3 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 have terms that are less than a year in length. These include leases for land used in exploration activities, office equipment, machinery, office space, storage and other. The Company has elected the short-term lease exemption allowed under the new leasing standards, whereby leases with initial terms of one 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, “Leases.”

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 recognized at the commencement date of the 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 Three Months Ended
	March 31,
(thousands of dollars)	2022		2021
Operating lease cost	$	38	$	38

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

	For the Three Months Ended
	March 31,
(thousands of dollars)	2022		2021
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	39	$	39
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	192	$	322

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

	March 31,		December 31,
(thousands of dollars)	2022		2021
Operating Leases
Operating lease right-of-use assets	$	192	$	226
Current portion of lease liabilities		152		152
Operating lease liabilities – long term portion		48		83
Total operating lease liabilities	$	200	$	235

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

	For the Three Months Ended
	March 31,
	2022		2021
Weighted Average Remaining Lease Term (in years)	1.3		2.6
Discount Rate	9.5	%	9.5	%

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

Lease payments by year	March 31,
(in thousands)	2022
2022 (remainder of year)	$	119
2023		92
2024		—
Total lease payments		211
Less imputed interest		(11)
Total	$	200

As of March 31, 2022, the Company has $0.2 million in right-of-use assets and $0.2 million in related lease liabilities ($0.2 million of which is current). The most significant operating lease is for the Company’s corporate office in Centennial, Colorado, with $0.2 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 $0.2 million.

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Mar. 31, 2022

BASIS OF PRESENTATION

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In 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 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.

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PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2022

PROPERTY, PLANT AND EQUIPMENT.

Net Book Value of Property, Plant and Equipment

	Net Book Value of Property Plant and Equipment at March 31, 2022
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties	$	8,972	$	—	$	8,972
Other property, plant and equipment		4,525		28		4,553
Construction in progress		18,138		—		18,138
Total	$	31,635	$	28	$	31,663

	Net Book Value of Property Plant and Equipment at December 31, 2021
(thousands of dollars)	Alabama		Corporate		Total
Mineral rights and properties	$	8,972	$	—	$	8,972
Other property, plant and equipment		4,462		28		4,490
Construction in progress		1,017		—		1,017
Total	$	14,451	$	28	$	14,479

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2022

STOCK-BASED COMPENSATION

Summary of Stock Options Outstanding

	March 31, 2022			March 31, 2021
		Weighted			Weighted
	Number of	Average		Number of	Average
	Stock	Exercise		Stock	Exercise
	Options	Price		Options	Price
Stock options outstanding at beginning of period	277,576	$	6.18	185,054	$	7.99
Granted	—		—	—		—
Expired	—		—	(800)		71.63
Stock options outstanding at end of period	277,576		6.18	184,254		7.72
Stock options exercisable at end of period	183,054	$	7.35	34,453	$	32.40

Summary of Stock Options Outstanding and Exercisable by Stock Option Plan

	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		5.53	182,959		6.36
	277,576	$	6.18	183,054	$	7.35

Summary of RSU Activity

	March 31,			March 31,
	2022			2021
		Weighted-			Weighted-
		Average			Average
	Number of	Grant Date		Number of	Grant Date
	RSUs	Fair Value		RSUs	Fair Value
Unvested RSUs at beginning of period	385,004	$	3.18	236,403	$	2.10
Granted	91,241		1.97	—		—
Forfeited/Expired	(122,692)		3.09	—		—
Vested	(105,793)		2.97	(78,801)		2.10
Unvested RSUs at end of period	247,760	$	2.87	157,602	$	2.10

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LEASES (Tables)

3 Months Ended

Mar. 31, 2022

LEASES

Schedule of Components of lease expense

	For the Three Months Ended
	March 31,
(thousands of dollars)	2022		2021
Operating lease cost	$	38	$	38

Schedule of Supplemental Cash Flow Information Related to Leases

	For the Three Months Ended
	March 31,
(thousands of dollars)	2022		2021
Cash paid for amounts included in lease liabilities:
Operating cash flows from operating leases	$	39	$	39
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	192	$	322

Schedule of Supplemental Balance Sheet Information Relating to Leases

	March 31,		December 31,
(thousands of dollars)	2022		2021
Operating Leases
Operating lease right-of-use assets	$	192	$	226
Current portion of lease liabilities		152		152
Operating lease liabilities – long term portion		48		83
Total operating lease liabilities	$	200	$	235

Schedule of Weighted-average Remaining Lease Term and Discount Rate for Operating Leases

	For the Three Months Ended
	March 31,
	2022		2021
Weighted Average Remaining Lease Term (in years)	1.3		2.6
Discount Rate	9.5	%	9.5	%

Schedule of Maturities of Lease Liabilities for Operating Leases

Lease payments by year	March 31,
(in thousands)	2022
2022 (remainder of year)	$	119
2023		92
2024		—
Total lease payments		211
Less imputed interest		(11)
Total	$	200

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LIQUIDITY (Details) - USD ($) $ in Thousands, shares in Millions			3 Months Ended
	Apr. 01, 2022	Aug. 20, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Cash balances			$ 115,993		$ 115,293
Issuance of common stock, net			$ 15,556	$ 72,203
2020 Lincoln Park PA
Number of common stock issued			3.8
Issuance of common stock, net			$ 24,900
ATM Offering Agreement
Number of common stock issued			7.4	9.3
Issuance of common stock, net		$ 50,000	$ 15,600	$ 47,300
ATM Offering Agreement | Subsequent Event
Number of common stock issued	4.4
Issuance of common stock, net	$ 9,000

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PROPERTY, PLANT AND EQUIPMENT - Net Book Value of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	$ 31,663	$ 14,479
Mineral rights and properties
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	8,972	8,972
Other property, plant and equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	4,553	4,490
Construction in progress
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	18,138	1,017
Alabama
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	31,635	14,451
Alabama | Mineral rights and properties
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	8,972	8,972
Alabama | Other property, plant and equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	4,525	4,462
Alabama | Construction in progress
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	18,138	1,017
Corporate
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	28	28
Corporate | Other property, plant and equipment
Property, Plant and Equipment [Line Items]
Total Property, Plant and Equipment	$ 28	$ 28

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PROPERTY, PLANT AND EQUIPMENT - Construction in Progress & Impairment of Property, Plant and Equipment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Impairment	$ 0
Construction in progress
Property, Plant and Equipment [Line Items]
Cash deposits	$ 2,700

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COMMON STOCK - Common Stock Issued, Net of Issuance Costs (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions				3 Months Ended
	Aug. 20, 2021	Dec. 04, 2020	Apr. 14, 2017	Mar. 31, 2022	Mar. 31, 2021
Net proceeds from common stock				$ 15,556	$ 72,203
2020 Lincoln Park PA
Maximum aggregate offering price		$ 100,000
Period for financing from common stock		36 months
Number of common stock issued				3.8
Net proceeds from common stock				$ 24,900
Threshold average sale price per share of common stock		$ 6.15
2020 Purchase Agreement with Lincoln Park | Maximum
Percentage of common stock issuable		19.99%
2020 Purchase Agreement with Lincoln Park | Lincoln Park
Minimum percentage considered for not to sale common stock		9.99%
ATM Offering Agreement
Number of common stock issued				7.4	9.3
Net proceeds from common stock	$ 50,000			$ 15,600	$ 47,300
Gross proceeds from issuance of common stock				$ 18,400
ATM Offering Agreement | Cantor Fitzgerald & Co | Maximum
Sales commission percentage			2.50%

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STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	May 21, 2021	Apr. 28, 2020	Apr. 18, 2019	Jul. 18, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average remaining term for stock options outstanding	8 years 3 months 18 days
Unrecognized compensation costs related to non-vested stock options	$ 0.1
Unrecognized compensation costs related to non-vested stock options, period recognized	3 months
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs related to non-vested stock options, period recognized	2 years
Unrecognized compensation costs related to non-vested stock units, period recognized	$ 0.3
2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock shares reserved for future issuance	1,268,108
Stock-based compensation expense	$ 0.1	$ 0.1
2013 Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock shares reserved for future issuance			1,500,000	350,000	66,000	20,000
Stock option vesting period	10 years

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STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding (Details) - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
STOCK-BASED COMPENSATION
Number of stock options outstanding, Beginning of period	277,576	185,054
Number of stock options outstanding, Granted	0	0
Number of stock options outstanding, Expired	0	(800)
Number of stock options outstanding, End of period	277,576	184,254
Number of stock options Exercisable, End of period	183,054	34,453
Weighted average exercise price, Beginning of period	$ 6.18	$ 7.99
Weighted average exercise price, Granted	0	0
Weighted average exercise price, Expired	0	71.63
Weighted average exercise price, End of period	6.18	7.72
Weighted average exercise price Exercisable, End of period	$ 7.35	$ 32.40

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STOCK-BASED COMPENSATION - Summary of Stock Options Outstanding and Exercisable by Stock Option Plan (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Stock Options, Number of Outstanding Stock Options	277,576	277,576	184,254	185,054
Outstanding Stock Options, Weighted Average Exercise Price	$ 6.18	$ 6.18	$ 7.72	$ 7.99
Exercisable Stock Options, Number of Exercisable Stock Options	183,054		34,453
Exercisable Stock Options, Weighted Average Exercise Price	$ 7.35		$ 32.40
2004 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Stock Options, Number of Outstanding Stock Options	92
Outstanding Stock Options, Weighted Average Exercise Price	$ 1,638.00
Exercisable Stock Options, Number of Exercisable Stock Options	92
Exercisable Stock Options, Weighted Average Exercise Price	$ 1,638.00
2004 Directors Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Stock Options, Number of Outstanding Stock Options	3
Outstanding Stock Options, Weighted Average Exercise Price	$ 10,380.00
Exercisable Stock Options, Number of Exercisable Stock Options	3
Exercisable Stock Options, Weighted Average Exercise Price	$ 10,380.00
2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding Stock Options, Number of Outstanding Stock Options	277,481
Outstanding Stock Options, Weighted Average Exercise Price	$ 5.53
Exercisable Stock Options, Number of Exercisable Stock Options	182,959
Exercisable Stock Options, Weighted Average Exercise Price	$ 6.36

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STOCK-BASED COMPENSATION - Summary of RSU Activity (Details) - Restricted Stock Units - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of RSUs, Unvested beginning of period	385,004	236,403
Number of RSUs, Granted	91,241	0
Number of RSUs, Forfeited/Expired	(122,692)	0
Number of RSUs, Vested	(105,793)	(78,801)
Number of RSUs, Unvested end of period	247,760	157,602
Weighted Average Grant Date Fair Value, Unvested RSUs beginning of period	$ 3.18	$ 2.10
Weighted Average Grant Date Fair Value, Granted	1.97	0
Weighted Average Grant Date Fair Value, Forfeited/Expired	3.09	0
Weighted Average Grant Date Fair Value, Vested	2.97	2.10
Weighted Average Grant Date Fair Value, Unvested RSUs end of period	$ 2.87	$ 2.10

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EARNINGS PER SHARE (Details)	3 Months Ended
	Mar. 31, 2022 shares
EARNINGS PER SHARE
Potentially dilutive shares	525,336

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LEASES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Right-of-use lease asset	$ 192		$ 226
Lease liability	200		235
Current portion of lease liabilities	$ 152		152
Lease term using a discount rate	9.50%
Lease expense:
Operating lease cost	$ 38	$ 38
Supplemental cash flow information related to leases:
Cash flows from operating leases	39	39
Operating leases	192	$ 322
Supplemental balance sheet information related to leases:
Operating lease right-of-use assets	192		226
Current portion of lease liabilities	152		152
Operating lease liabilities - long term portion	48		83
Total operating lease liabilities	$ 200		$ 235
Weighted Average Remaining Lease Term (in years)	1 year 3 months 18 days	2 years 7 months 6 days
Discount Rate	9.50%	9.50%
Corporate office
Lessee, Lease, Description [Line Items]
Variable lease terms	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.
Lessee, Operating Lease, Existence of Option to Extend [true false]	true
Option to extend, renewal term	3 years
Supplemental balance sheet information related to leases:
Lessee, Operating Lease, Variable Lease Payment, Terms and Conditions	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.
Minimum | Corporate offices, storage space and equipment
Lessee, Lease, Description [Line Items]
Remaining lease term	6 months
Maximum | Corporate offices, storage space and equipment
Lessee, Lease, Description [Line Items]
Remaining lease term	1 year 3 months 18 days
Maximum | Land used in exploration and mining activities, office equipment, machinery, office space, storage and other
Lessee, Lease, Description [Line Items]
Term of contract	1 year

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LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Undiscounted cash payments:
2022 (remainder of year)	$ 119
2023	92
Total lease payments	211
Less imputed interest	(11)
Total operating lease liabilities	200	$ 235
Centennial, Colorado
Undiscounted cash payments:
Total lease payments	$ 200