Financial Data and Key Metrics Changes - For the fiscal year 2019, net cash used in operating activities was $10 million, a decrease from $11.6 million in 2018, primarily due to reduced mineral property and general administrative expenses [8][11] - The consolidated net loss for 2019 was $10.4 million, significantly lower than the $35.7 million loss in 2018, attributed to an $18 million impairment charge in 2018 related to uranium assets [11] - The company's cash balance was $1.9 million at December 31, 2019, and $1.6 million as of February 12, 2020, supported by financial instruments [12] Business Line Data and Key Metrics Changes - Mineral property expenses decreased by approximately $700,000 in 2019 compared to 2018, mainly due to reduced reclamation activities and operational activities at the Temrezli Project [9][10] - General administrative expenses also decreased by approximately $900,000 year-over-year, driven by reductions in executive compensation and consulting expenses [11] Market Data and Key Metrics Changes - The U.S. is currently 100% import dependent for graphite, with global production largely controlled by China, highlighting the strategic importance of domestic production [17] - The market price for vanadium is currently $6.80 per pound, with expected demand growth due to increased steel market needs and electrical storage systems [31] Company Strategy and Development Direction - The company aims to position itself as a leading graphite supplier in the U.S. through its Coosa Graphite Project, which is expected to accelerate cash flow generation and contract securing [15][16] - A long-term purchase agreement with a supplier of natural flake graphite concentrate allows the company to process battery-grade products before the Coosa mine is operational [19][21] - The company is also focusing on developing its lithium and uranium projects, with a strategic emphasis on diversifying its asset portfolio [35][37] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's asset diversification strategy and the potential for significant upside in the long term [7] - The impact of the coronavirus on supply chains was acknowledged, emphasizing the importance of U.S.-based production to mitigate such disruptions [66] Other Important Information - The company has engaged Dorfner Anzaplan to assist in developing its pilot plant for graphite purification and battery-grade product production [23][24] - The anticipated capital expenditure for the Coosa Graphite Project is projected at $53.4 million by 2022, with expectations for positive cash flow in the same year [34] Q&A Session Summary Question: Timeline for the pilot plant completion and processing of concentrate - The pilot plant is expected to process 20 tons of material before the end of 2020 [50] Question: Customer requests for bulk samples - The processed material will be used for fulfilling customer requests for testing purposes [51] Question: Modifications made by Dorfner Anzaplan - Dorfner is scaling up lab processes to pilot scale, focusing on efficiency and purification methods [52][53] Question: Market interest in DEXDG product - DEXDG is targeted towards various battery types and can enhance performance in lithium-ion batteries [55][56] Question: Impact of coronavirus on the company - The coronavirus has disrupted the supply chain for graphite, highlighting the need for U.S.-based production [66]

ENERGY MATERIALS FOR THE 21ST CENTURY FY 2019 RESULTS & ENERGY MINERALS BUSINESS UPDATE CONFERENCE CALL TUESDAY, FEBRUARY 18, 2020 9:00 A.M. MT | --- | --- | |------------------------------------------------------------------------|---------------------------------------------------------------------------------| | | | | Christopher M. Jones Chief Executive Officer Chief Financial Officer | Jeffrey L. Vigil President & Vice President Finance & Dain A. McCoig Operations | CAUTIONARY STATEMENT CAUTIONARY STAT ...

Part I [Item 1. Description of Business](index=6&type=section&id=ITEM%201.%20DESCRIPTION%20OF%20BUSINESS.) The company is a diversified energy materials developer focusing on graphite, lithium, and uranium assets - Westwater Resources has transitioned from a uranium mining company to a **diversified energy materials developer**, focusing on graphite, lithium, and uranium[18](index=18&type=chunk) - The core strategy is to build a **battery-graphite manufacturing business in Alabama** while holding uranium assets for a potential market upswing[21](index=21&type=chunk)[22](index=22&type=chunk) - The company filed for arbitration against the Republic of Turkey for the expropriation of its uranium licenses, **seeking $36.5 million in compensation**[36](index=36&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - The company secured up to **$10.0 million in equity financing** and raised **$5.8 million in gross proceeds** by year-end 2019[28](index=28&type=chunk)[31](index=31&type=chunk) - A **one-for-fifty reverse stock split** was effected in April 2019 to maintain Nasdaq listing compliance[33](index=33&type=chunk)[34](index=34&type=chunk) [Item 1A. Risk Factors](index=20&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks including a going concern warning, reliance on external capital, and development uncertainties - There is **substantial doubt about the company's ability to continue as a going concern** due to significant losses and a working capital deficit of $1.3 million[112](index=112&type=chunk)[113](index=113&type=chunk) - The company is not currently producing any minerals and has **no source of operating cash**, depending on asset sales or capital raises[116](index=116&type=chunk)[118](index=118&type=chunk) - The proposed battery-graphite business carries **significant development risks**, including competition and the need for additional capital[124](index=124&type=chunk)[125](index=125&type=chunk) - The outcome of the **arbitration against Turkey is uncertain**, and an adverse result could negatively impact financial conditions[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - The company has **no known lithium or vanadium mineral reserves**, and exploration faces a high risk of business failure[128](index=128&type=chunk)[129](index=129&type=chunk) - The company may not maintain compliance with Nasdaq's listing requirements, which could lead to **delisting and affect stock liquidity**[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) [Item 1B. Unresolved Staff Comments](index=31&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - None[169](index=169&type=chunk) [Item 2. Properties](index=32&type=section&id=ITEM%202.%20PROPERTIES) The company's assets include the Coosa Graphite Project, lithium projects in Nevada and Utah, and various uranium properties - The Coosa Graphite Project in Alabama consists of a long-term lease on approximately **41,964 acres of mineral rights**[173](index=173&type=chunk)[174](index=174&type=chunk) - The company holds two primary lithium exploration projects: the **Columbus Basin Project in Nevada** (~14,200 acres) and the **Sal Rica Project in Utah** (~13,260 acres)[183](index=183&type=chunk)[184](index=184&type=chunk)[193](index=193&type=chunk) - Uranium assets include two idled Texas processing facilities, Kingsville Dome and Rosita, each with a capacity of **800,000 pounds of U3O8 per year**[201](index=201&type=chunk)[203](index=203&type=chunk) - In New Mexico, the company holds significant uranium properties, including the **Cebolleta Project** (~6,717 acres) and the **Juan Tafoya Project** (~4,212 acres)[250](index=250&type=chunk)[262](index=262&type=chunk) Work Completed on Properties in 2019 (in thousands) | Property | Operating Expenses | Mineral Property Expenses | Impairment | Restoration Liability | Total Expenditures | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total** | **$1,330** | **$1,522** | **$143** | **$293** | **$3,288** | | Rosita project | $370 | $161 | $— | $126 | $657 | | Kingsville Dome project | $559 | $157 | $143 | $— | $859 | | Vasquez project | $401 | $93 | $— | $167 | $661 | | Coosa project | $— | $194 | $— | $— | $194 | | Cebolleta project | $— | $440 | $— | $— | $440 | | Juan Tafoya project | $— | $223 | $— | $— | $223 | [Item 3. Legal Proceedings](index=55&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is engaged in a defamation lawsuit and a significant arbitration claim against the Republic of Turkey - The company's subsidiary is a defendant in a defamation lawsuit and has filed a **counterclaim for CAD $7.0 million**[278](index=278&type=chunk) - Westwater filed a Request for Arbitration against the Republic of Turkey with ICSID due to the **cancellation of its uranium licenses**[279](index=279&type=chunk)[281](index=281&type=chunk) [Item 4. Mine Safety Disclosures](index=56&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section is not applicable to the company - Not Applicable[283](index=283&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=56&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on the Nasdaq Capital Market, and no dividends are anticipated - The company's common stock trades on the **Nasdaq Capital Market under the symbol "WWR"**[285](index=285&type=chunk) - The company has **never paid dividends** and does not plan to in the foreseeable future, intending to retain earnings for business development[286](index=286&type=chunk) [Item 6. Selected Financial Data](index=56&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) As a smaller reporting company, this information is not required - Smaller reporting companies are not required to provide the information required by this item[287](index=287&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=57&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The net loss decreased significantly in 2019, but the company's financial position remains precarious with a going concern notice Consolidated Net Loss Summary (in thousands) | | For the year ended December 31, | | :--- | :--- | :--- | | | **2019** | **2018** | | Mineral property expenses | $ (2,852) | $ (3,538) | | General and administrative | $ (6,086) | $ (7,357) | | Arbitration costs | $ (1,378) | $ — | | Impairment of uranium properties | $ (143) | $ (23,712) | | **Total Net Loss** | **$ (10,565)** | **$ (35,684)** | - The decrease in net loss is mainly due to a **$23.7 million impairment charge on uranium properties in 2018** that was not repeated[311](index=311&type=chunk)[317](index=317&type=chunk)[318](index=318&type=chunk) - The company's ability to continue as a **going concern is in substantial doubt**, with cash of $1.9 million and a working capital deficit of $1.3 million[324](index=324&type=chunk)[327](index=327&type=chunk) - **Net cash from financing activities was $6.7 million** in 2019, primarily from sales of common stock[322](index=322&type=chunk) - **Net cash from investing activities was $3.8 million** in 2019, driven by the sale of uranium royalty assets for $2.75 million[301](index=301&type=chunk)[320](index=320&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, this information is not required - Smaller reporting companies are not required to provide the information required by this item[334](index=334&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=66&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The audited financial statements show a reduced net loss for 2019 but include a going concern uncertainty paragraph - The independent auditor's report contains an explanatory paragraph expressing **substantial doubt about the Company's ability to continue as a going concern**[338](index=338&type=chunk) Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,870 | $1,577 | | Total Current Assets | $2,361 | $4,180 | | Net property, plant and equipment | $20,337 | $20,553 | | **Total Assets** | **$26,979** | **$29,958** | | Total Current Liabilities | $3,669 | $3,172 | | **Total Liabilities** | **$9,915** | **$9,167** | | **Total Stockholders' Equity** | **$17,064** | **$20,791** | Consolidated Statement of Operations Data (in thousands, except per share) | | Year Ended Dec 31, 2019 | Year Ended Dec 31, 2018 | | :--- | :--- | :--- | | Total operating expenses | $(10,922) | $(36,049) | | **Net Loss** | **$(10,565)** | **$(35,684)** | | **Basic and Diluted Loss Per Share** | **$(5.39)** | **$(38.47)** | Consolidated Statement of Cash Flows Data (in thousands) | | Year Ended Dec 31, 2019 | Year Ended Dec 31, 2018 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | $(10,049) | $(11,649) | | Net Cash Provided By Investing Activities | $3,756 | $525 | | Net Cash Provided By Financing Activities | $6,651 | $8,711 | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](index=94&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE.) The company reports no changes in or disagreements with its accountants - None[459](index=459&type=chunk) [Item 9A. Controls and Procedures](index=94&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal controls over financial reporting were effective as of year-end 2019 - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2019[461](index=461&type=chunk) - Management concluded that **internal control over financial reporting was effective** as of December 31, 2019, based on the COSO 1992 framework[464](index=464&type=chunk) [Item 9B. Other Information](index=95&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information - None[467](index=467&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=95&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the composition of the Board of Directors, executive officers, and corporate governance policies - The Board of Directors is comprised of five members: **Terence J. Cryan (Chairman)**, Christopher M. Jones, Marvin K. Kaiser, Tracy D. Pagliara, and Karli S. Anderson[469](index=469&type=chunk)[472](index=472&type=chunk) - The key executive officers are **Christopher M. Jones (President & CEO)**, Jeffrey L. Vigil (CFO), and Dain A. McCoig (VP-Operations)[490](index=490&type=chunk) - The company has adopted a **Code of Ethics** for senior financial officers and all employees[493](index=493&type=chunk) - The Board has determined that **Marvin K. Kaiser is an "audit committee financial expert"**[495](index=495&type=chunk) [Item 11. Executive Compensation](index=99&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section outlines compensation for named executive officers and directors, including salaries, bonuses, and severance provisions 2019 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Option Awards ($) | Bonus ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | Christopher M. Jones, President and CEO | 2019 | 303,200 | 183,260 | 136,440 | 624,153 | | Jeffrey L. Vigil, Vice President – Finance and CFO | 2019 | 220,500 | 66,644 | 49,613 | 337,571 | | Dain A. McCoig, Vice President – Operations | 2019 | 202,000 | 61,042 | 45,450 | 309,745 | - Employment agreements for the CEO and CFO include **change-of-control provisions** that provide for severance payments[501](index=501&type=chunk)[504](index=504&type=chunk)[511](index=511&type=chunk) - Non-employee directors received a **$50,000 annual cash retainer** in 2019, plus additional fees for committee service[520](index=520&type=chunk)[521](index=521&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=103&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Management and directors as a group own less than 1% of common stock, and details of equity compensation plans are provided - As of December 31, 2019, all current directors and executive officers as a group beneficially owned **less than 1% of the company's common stock**[527](index=527&type=chunk)[530](index=530&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2019) | Plan Category | Number of shares issuable under outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 37,786 | $37.42 | 45,886 | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=105&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) The company reports no related party transactions and confirms the independence of four of its five directors - The company reports **no related party transactions** for the fiscal year[535](index=535&type=chunk) - The Board has determined that **four of its five directors are independent** under Nasdaq standards[536](index=536&type=chunk) [Item 14. Principal Accounting Fees and Services](index=105&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) The company's audit fees paid to Moss Adams LLP increased in 2019, with all services pre-approved by the Audit Committee Audit and Non-Audit Fees | Fee Category | 2019 | 2018 | | :--- | :--- | :--- | | Audit fees | $251,525 | $196,823 | - All audit and non-audit services performed by the independent auditor were **pre-approved by the Audit Committee**[539](index=539&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=106&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed with the Form 10-K, including key financing and asset purchase agreements - Key filed exhibits include the **Controlled Equity Offering Sales Agreement** with Cantor Fitzgerald & Co. (Exhibit 1.1)[542](index=542&type=chunk) - The **Asset Purchase Agreement with Uranium Royalty Corp.** from March 2019 and its amendment are filed as exhibits[542](index=542&type=chunk) - **Financing agreements with Lincoln Park Capital Fund, LLC**, are filed as exhibits[544](index=544&type=chunk) [Item 16. Form 10-K Summary](index=108&type=section&id=ITEM%2016.%20FORM%2010‑K%20SUMMARY) The company reports no Form 10-K summary - None[547](index=547&type=chunk)

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 September 30, 2019 Table of Contents 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 ...

[PART I — FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Westwater Resources reported a net loss of $5.9 million for H1 2019, a significant improvement from H1 2018, with ongoing going concern doubts and reliance on future financing [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet highlights changes in assets, liabilities, and equity, including a shift to a working capital deficit Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2019 | December 31, 2018 | Change | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash and cash equivalents | $1,156 | $1,577 | ($421) | | Assets held for sale | $1,767 | $1,545 | $222 | | Total Current Assets | $3,402 | $4,180 | ($778) | | Net property, plant and equipment | $20,505 | $20,553 | ($48) | | Total Assets | $28,216 | $29,958 | ($1,742) | | **Liabilities & Equity** | | | | | Total Current Liabilities | $6,075 | $3,172 | $2,903 | | Total Liabilities | $12,116 | $9,167 | $2,949 | | Total Stockholders' Equity | $16,100 | $20,791 | ($4,691) | - The company's working capital shifted from a surplus of **$1.0 million** at year-end 2018 to a deficit of **$2.7 million** at June 30, 2019, primarily driven by an increase in accounts payable and accrued liabilities[9](index=9&type=chunk)[34](index=34&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statement of operations details the net loss and operating expenses, significantly impacted by prior-year impairment charges Statement of Operations Summary (in thousands, except per share data) | Metric | Q2 2019 | Q2 2018 | Six Months 2019 | Six Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Total operating expenses | $(2,933) | $(20,736) | $(5,552) | $(24,246) | | Impairment of uranium properties | $0 | $(17,968) | $0 | $(17,968) | | Net Loss | $(2,775) | $(20,457) | $(5,949) | $(23,876) | | Basic and Diluted Loss Per Share | $(1.81) | $(25.63) | $(3.95) | $(35.14) | - The significant decrease in net loss for both the three and six-month periods of 2019 compared to 2018 is primarily attributable to a **$18.0 million impairment charge** on Turkish uranium properties recorded in June 2018[11](index=11&type=chunk)[54](index=54&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statement summarizes cash movements from operating, investing, and financing activities, resulting in a net decrease in cash Cash Flow Summary for the Six Months Ended June 30 (in thousands) | Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | $(4,324) | $(6,090) | | Net Cash Provided By Investing Activities | $2,786 | $26 | | Net Cash Provided By Financing Activities | $1,153 | $4,725 | | **Net decrease in cash** | **$(385)** | **$(1,339)** | - Investing activities in H1 2019 were primarily driven by a **$1.5 million deposit** received for the sale of assets to URC and **$0.8 million** in payments on the Laramide note receivable[13](index=13&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - Financing activities consisted of **$1.2 million** raised from common stock issuances[13](index=13&type=chunk)[127](index=127&type=chunk) [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) Key notes detail a reverse stock split, new lease accounting, going concern doubts, an asset sale agreement, and segment reporting - The company effected a **1-for-50 reverse stock split** on April 22, 2019, reducing shares outstanding from approximately **74.7 million to 1.5 million**[22](index=22&type=chunk)[59](index=59&type=chunk) - Management concluded there is **substantial doubt** about the company's ability to continue as a going concern, citing a history of losses since 2009, a working capital deficit of **$2.7 million**, and reliance on future financing[31](index=31&type=chunk)[32](index=32&type=chunk)[36](index=36&type=chunk) - The company entered an agreement to sell uranium royalty interests and the remaining **$2.0 million** Laramide promissory note to Uranium Royalty Corp. for **$2.75 million**, receiving a **$1.5 million deposit** as of June 30, 2019[47](index=47&type=chunk)[49](index=49&type=chunk) - The company operates in three reportable segments: uranium, lithium, and graphite, with long-term assets allocated as follows: **Uranium ($15.2M)**, **Graphite ($9.0M)**, **Lithium ($0)**, and **Corporate ($0.7M)** as of June 30, 2019[86](index=86&type=chunk)[89](index=89&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the strategic focus on battery materials, reduced net loss, liquidity efforts, and ongoing arbitration against Turkey, reiterating going concern doubts - The company's portfolio products—graphite, lithium, and uranium—have all been included on the U.S. government's list of critical minerals, which may support domestic development[96](index=96&type=chunk) - In response to a Section 232 investigation, the U.S. President opted not to impose trade actions on uranium imports but established a Nuclear Fuel Working Group to recommend ways to revive domestic production, acknowledging it as a national security issue[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - The company is pursuing international arbitration against the Republic of Turkey for the unlawful cancellation of its Temrezli and Şefaatli uranium project licenses in June 2018[110](index=110&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - To address liquidity, the company entered into agreements with Lincoln Park Capital for up to **$10.0 million** in equity financing and sold shares through its Cantor ATM facility[102](index=102&type=chunk)[127](index=127&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Westwater Resources is not required to provide market risk disclosures in its Quarterly Reports - The company is not required to provide quantitative and qualitative disclosures about market risk because it qualifies as a smaller reporting company[137](index=137&type=chunk) [Controls and Procedures](index=29&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of the end of the period, June 30, 2019[139](index=139&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[140](index=140&type=chunk) [PART II - OTHER INFORMATION](index=30&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=30&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is pursuing international arbitration against Turkey through ICSID for the unlawful cancellation of its uranium project licenses - On December 13, 2018, Westwater filed a Request for Arbitration against the Republic of Turkey with ICSID due to the cancellation of its uranium project licenses[142](index=142&type=chunk) - The company alleges that Turkey's actions, which rendered its investment worthless, were unlawful and violated Westwater's rights under Turkish and international law[142](index=142&type=chunk) - A three-member ICSID panel for the arbitration was established on May 1, 2019, and the parties are working to finalize a procedural order to govern the arbitration[143](index=143&type=chunk) [Risk Factors](index=30&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes to the risk factors previously disclosed in the company's prior quarterly report - The company states there have been no material changes to the risk factors disclosed in its prior quarterly report for the period ending March 31, 2019[144](index=144&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported no unregistered sales of equity securities during the period - None reported[145](index=145&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - None reported[146](index=146&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company for this reporting period - Not applicable[147](index=147&type=chunk) [Other Information](index=30&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information for this item - None reported[148](index=148&type=chunk) [Exhibits](index=31&type=section&id=ITEM%206.%20EXHIBITS) Key exhibits filed include agreements with Lincoln Park Capital Fund, LLC and an amendment to the Asset Purchase Agreement with Uranium Royalty Corp - Key exhibits filed include the Securities Purchase Agreement and Purchase Agreement with Lincoln Park Capital Fund, LLC, and an amendment to the Asset Purchase Agreement with Uranium Royalty Corp[149](index=149&type=chunk)

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Westwater Resources reported a **$3.2 million net loss** for Q1 2019, with decreased assets and a **working capital deficit**, raising going concern doubts Condensed Consolidated Balance Sheet (in thousands) | | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $3,358 | $4,180 | | **Total Assets** | $28,206 | $29,958 | | **Total Current Liabilities** | $4,052 | $3,172 | | **Total Liabilities** | $10,076 | $9,167 | | **Total Stockholders' Equity** | $18,130 | $20,791 | Condensed Consolidated Statement of Operations (in thousands) | | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | **Total operating expenses** | $(2,619) | $(3,510) | | **Net Loss** | $(3,174) | $(3,419) | | **Comprehensive Loss** | $(3,084) | $(4,356) | | **Basic and Diluted Loss Per Share** | $(2.15) | $(6.11) | Condensed Consolidated Statement of Cash Flows (in thousands) | | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | $(2,740) | $(3,696) | | **Net Cash Provided by Investing Activities** | $1,786 | $628 | | **Net Cash Provided by Financing Activities** | $414 | $651 | | **Net decrease in cash, cash equivalents and restricted cash** | $(540) | $(2,417) | [Note 1: Basis of Presentation](index=8&type=section&id=1.%20BASIS%20OF%20PRESENTATION) Unaudited financial statements are prepared under U.S. GAAP, reflecting a new lease accounting standard adoption and a retroactive **1-for-50 reverse stock split** - On April 22, 2019, the company executed a **1-for-50 reverse stock split**, reducing outstanding shares from approximately **74.7 million to 1.5 million**, with all share data retroactively adjusted[21](index=21&type=chunk) - The company adopted the new lease accounting standard (ASU No. 2016-02) on January 1, 2019, recording a **$0.6 million right-of-use lease asset** and corresponding liability[22](index=22&type=chunk) [Note 2: Liquidity and Going Concern](index=9&type=section&id=2.%20LIQUIDITY%20AND%20GOING%20CONCERN) Substantial doubt exists about the company's ability to continue as a going concern due to a **$1.0 million working capital deficit** and reliance on external financing - Events and conditions raise **substantial doubt** about the Company's ability to continue as a **going concern**, as it may be unable to meet its obligations within one year[30](index=30&type=chunk) Liquidity Position as of March 31, 2019 | Metric | Amount (in millions) | | :--- | :--- | | Cash Balance | $1.0 | | Working Capital Deficit | $1.0 | - The company plans to fund future operations through a **$2.25 million** payment from an asset sale due by June 30, 2019, and an anticipated public equity offering of up to **$10.0 million**[33](index=33&type=chunk) [Note 3: Acquisitions](index=10&type=section&id=3.%20ACQUISITIONS) The company acquired **100% of Alabama Graphite Corp.** for **$8.9 million** in April 2018, primarily allocating value to mineral interests Alabama Graphite Acquisition Consideration (in thousands) | Consideration Type | Value | | :--- | :--- | | Cash | $2,397 | | Issuance of Common Shares | $6,394 | | Issuance of Options & Warrants | $89 | | **Total Consideration** | **$8,880** | [Note 5: Assets Held for Sale](index=12&type=section&id=5.%20ASSETS%20HELD%20FOR%20SALE) The company agreed to sell uranium royalty interests and a promissory note for a total of **$2.75 million**, with **$2.25 million** due by June 30, 2019 - The company entered an agreement to sell four royalty interests and the Laramide promissory note for a total of **$2.75 million**[46](index=46&type=chunk) - Consideration includes a **$0.5 million** cash deposit received on March 5, 2019, and a final payment of **$2.25 million** due on or before June 30, 2019[47](index=47&type=chunk) [Note 8: Mineral Property Expenditures](index=14&type=section&id=8.%20MINERAL%20PROPERTY%20EXPENDITURES) Mineral property expenditures for Q1 2019 decreased to **$0.63 million**, primarily for Texas projects' standby and maintenance Mineral Property Expenditures by Location (Q1, in thousands) | Location | 2019 | 2018 | | :--- | :--- | :--- | | Texas projects | $547 | $689 | | Alabama Projects | $80 | $— | | Turkey projects | $— | $79 | | Other projects | $7 | $14 | | **Total** | **$634** | **$782** | [Note 10: Common Stock](index=15&type=section&id=10.%20COMMON%20STOCK) The company executed a **1-for-50 reverse stock split** and sold **57,205 shares** for **$0.4 million** net proceeds in Q1 2019 - In Q1 2019, the company sold **57,205 shares** for net proceeds of **$0.4 million** under its ATM Offering with Cantor Fitzgerald[57](index=57&type=chunk) [Note 15: Geographic and Segment Information](index=19&type=section&id=15.%20GEOGRAPHIC%20AND%20SEGMENT%20INFORMATION) The company operates in uranium, lithium, and graphite segments, with **100% of long-term assets in the U.S.** and the corporate segment reporting the largest loss - The company operates in **three reportable segments**: uranium, lithium, and graphite mining activities[79](index=79&type=chunk) Long-Term Assets by Segment (March 31, 2019, in thousands) | Segment | Long-Term Assets | | :--- | :--- | | Uranium | $15,173 | | Graphite | $8,982 | | Corporate | $693 | | Lithium | $— | | **Total** | **$24,848** | Loss from Operations by Segment (Q1 2019, in thousands) | Segment | Loss from Operations | | :--- | :--- | | Corporate | $1,280 | | Uranium | $1,093 | | Graphite | $245 | | Lithium | $1 | | **Total** | **$2,619** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's focus on battery materials, recent asset sales, a reverse stock split, and a **$3.2 million net loss** for Q1 2019, with ongoing going concern doubts [Recent Developments](index=21&type=section&id=Recent%20Developments) Key recent developments include arbitration against Turkey, a **$2.75 million asset sale**, a **1-for-50 reverse stock split**, and promising vanadium discoveries - In December 2018, Westwater filed a **Request for Arbitration** against the **Republic of Turkey** for the illegal taking of its Temrezli and Şefaatli uranium projects[89](index=89&type=chunk) - On March 5, 2019, the company agreed to sell four uranium royalties and a promissory note for **$2.75 million**, with **$2.25 million** due by June 30, 2019[93](index=93&type=chunk) - A **1-for-50 reverse stock split** was effected on April 22, 2019, to regain compliance with Nasdaq's $1.00 minimum bid price requirement[99](index=99&type=chunk) - The company announced the discovery of **significant vanadium concentrations** at its Coosa Project and has commenced an exploration program[96](index=96&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) The consolidated net loss for Q1 2019 was **$3.2 million**, an improvement driven by decreased mineral property expenses but impacted by a **$0.7 million loss** on marketable securities Net Loss Comparison (Q1) | Period | Net Loss (in millions) | Loss Per Share | | :--- | :--- | :--- | | **2019** | $3.2 | $2.15 | | **2018** | $3.4 | $6.11 | - Mineral property expenses decreased by **$0.2 million**, primarily due to the revocation of mining licenses in Turkey and reduced reclamation activities at the Vasquez and Rosita Projects[103](index=103&type=chunk)[104](index=104&type=chunk) - A loss of **$0.7 million** was recognized from the sale of Laramide common shares and warrants[106](index=106&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) The company's going concern ability is in substantial doubt, with **$1.0 million cash** and a **$1.0 million working capital deficit**, relying on future asset sales and equity offerings - The financial statements are prepared on a '**going concern**' basis, but **substantial doubt** exists about the company's ability to continue due to recurring losses and negative cash flow[110](index=110&type=chunk) Financial Position (March 31, 2019) | Metric | Amount (in millions) | | :--- | :--- | | Cash Balance | $1.0 | | Working Capital Deficit | $1.0 | - Expected funding sources include a **$2.25 million** payment from an asset sale by June 30, 2019, and a planned public equity offering for up to **$10.0 million**[113](index=113&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Westwater Resources is not required to provide quantitative and qualitative disclosures about market risk in its Quarterly Reports - The company is **not required** to provide quantitative and qualitative disclosures about market risk as it qualifies as a **smaller reporting company**[119](index=119&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were effective as of March 31, 2019, with significant modifications to internal controls due to a new lease accounting standard - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2019[121](index=121&type=chunk) - **Significant modifications** were made to internal controls to accommodate the adoption of the new lease accounting standard, ASU 2016-02[122](index=122&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) No material changes have occurred in legal proceedings since the 2018 Annual Report on Form 10-K - **No material changes** have occurred in legal proceedings since the 2018 Annual Report on Form 10-K[123](index=123&type=chunk) [Item 1A. Risk Factors](index=27&type=page&id=ITEM%201A.%20RISK%20FACTORS.) The company faces substantial risks, primarily concerning its ability to continue as a going concern due to historical losses, a working capital deficit, and the need for additional capital - There is **substantial doubt** about the company's ability to continue as a **going concern** due to significant historical losses and a working capital deficit of approximately **$1.0 million** as of March 31, 2019[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - The company may fail if it is **unable to raise additional capital**, which would likely result in **substantial dilution** to existing shareholders if successful[128](index=128&type=chunk)[129](index=129&type=chunk) - The company faces significant risks related to its **new battery-graphite manufacturing business**, including competition, lack of experience, and potential delays and cost overruns in plant construction[138](index=138&type=chunk)[141](index=141&type=chunk) - The company is **not in compliance** with **Nasdaq's minimum bid price requirement** and faces **potential delisting**, which would adversely affect the stock's liquidity and value[178](index=178&type=chunk)[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS.) The company reported no unregistered sales of equity securities during the period - The company reported **no unregistered sales** of equity securities during the period[183](index=183&type=chunk) [Item 6. Exhibits](index=38&type=section&id=ITEM%206.%20EXHIBITS.) This section lists the exhibits filed with the Form 10-Q, including an Asset Purchase Agreement, Sarbanes-Oxley certifications, and XBRL data files - **Exhibits filed** include the Asset Purchase Agreement with Uranium Royalty Corp., Sarbanes-Oxley certifications, and XBRL instance documents[188](index=188&type=chunk)

Part I [Item 1. Business](index=6&type=section&id=ITEM%201.%20DESCRIPTION%20OF%20BUSINESS.) Westwater Resources transitioned to a diversified energy materials developer, focusing on battery-grade graphite, lithium, and uranium, marked by a key acquisition and arbitration against Turkey - The company has shifted its focus to become a diversified energy materials developer, with assets in uranium, lithium exploration, and battery-graphite materials following the acquisition of **Alabama Graphite Corp. in April 2018**[24](index=24&type=chunk) - WWR's primary strategy is to expand into the battery materials market while holding its uranium assets as an option for when prices recover, with plans for a **pilot-scale graphite processing plant in 2019** and a **commercial facility in 2020**[27](index=27&type=chunk)[28](index=28&type=chunk) - In **December 2018**, Westwater filed a Request for Arbitration against the **Republic of Turkey** for the illegal taking of its Temrezli and Şefaatli uranium projects in June 2018[34](index=34&type=chunk)[37](index=37&type=chunk) - The company discovered **significant vanadium concentrations** at its Coosa Graphite Project in late 2018, with assay results showing values up to **0.4% V2O5**[41](index=41&type=chunk)[42](index=42&type=chunk) [Overview of Westwater Resources' Projects](index=11&type=section&id=OVERVIEW%20OF%20WESTWATER%20RESOURCES%27%20PROJECTS) The company's diversified project portfolio includes near-term graphite development, mid-term lithium exploration, and long-term uranium assets - **Coosa Graphite Project (Alabama):** Acquired in **2018**, this is the company's primary focus, with plans to build a **pilot plant in 2019** and a **commercial processing facility in 2020**, and the Coosa mine planned for a **2026 start-up**[72](index=72&type=chunk)[73](index=73&type=chunk) - **Lithium Projects (Nevada & Utah):** The company holds **three exploration-stage lithium brine projects**: Columbus Basin (**14,200 acres** in NV), Railroad Valley (**9,270 acres** in NV), and Sal Rica (**13,260 acres** in UT)[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - **Uranium Projects (Texas & New Mexico):** WWR has **two licensed processing facilities** (Kingsville Dome and Rosita) in Texas on standby, and controls approximately **188,700 acres** of mineral rights in New Mexico's Grants Mineral Belt[92](index=92&type=chunk)[93](index=93&type=chunk) [Environmental Considerations and Permitting](index=14&type=section&id=ENVIRONMENTAL%20CONSIDERATIONS%20AND%20PERMITTING) Company operations are subject to extensive environmental regulations, requiring various permits and licenses for uranium, graphite, and lithium, along with financial surety for reclamation - Uranium extraction requires a **radioactive material license**, with jurisdiction handled by the Texas Commission of Environmental Quality (TCEQ) in Texas and the Nuclear Regulatory Commission (NRC) in New Mexico[99](index=99&type=chunk) - Graphite mining in Alabama is regulated by the Alabama Department of Labor under the Alabama Surface Mining Act of 1969, requiring a **permit and reclamation bond**[108](index=108&type=chunk) - The company is required by Texas regulators to obtain financial surety for future restoration and reclamation obligations, with performance bonds totaling **$9.1 million**[114](index=114&type=chunk) - As of December 31, 2018, the estimated restoration and reclamation liabilities for prior operations at the Kingsville Dome, Vasquez, and Rosita sites are about **$7.9 million**, with a carrying value of **$6.2 million** on the balance sheet[117](index=117&type=chunk) [Item 1A. Risk Factors](index=18&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks including substantial doubt about its going concern ability, reliance on financing, commodity price volatility, and potential Nasdaq delisting - There is **substantial doubt** about the company's ability to continue as a going concern, having incurred significant losses since 2009 and ending 2018 with approximately **$1.0 million** in net working capital and **$1.6 million** in cash[127](index=127&type=chunk)[128](index=128&type=chunk) - The company currently has **no sources of operating cash flow** as it is not producing any minerals, with its viability dependent on monetizing assets, partnering, or raising capital[129](index=129&type=chunk) - The company faces risks related to its new battery-graphite manufacturing business, including competition, the need for additional capital, and a **lack of prior experience** in graphite production[136](index=136&type=chunk)[138](index=138&type=chunk) - The company is at risk of being delisted from The Nasdaq Capital Market for failing to maintain the **$1.00 per share** minimum bid price requirement[181](index=181&type=chunk) [Item 2. Properties](index=27&type=section&id=ITEM%202.%20PROPERTIES) Westwater Resources holds a diverse portfolio of mineral properties across the US, including graphite, lithium, and legacy uranium assets Property Portfolio Overview | Project Type | Project Name(s) | Location | Acreage (approx.) | | :--- | :--- | :--- | :--- | | **Graphite** | Coosa Project | Alabama | 41,965 | | **Lithium** | Columbus Basin | Nevada | 14,200 | | | Railroad Valley | Nevada | 9,270 | | | Sal Rica | Utah | 13,260 | | **Uranium** | Kingsville, Rosita, Vasquez, Butler Ranch | Texas | ~11,000 | | | Cebolleta, Juan Tafoya, Other | New Mexico | ~188,700 | [Graphite Project](index=27&type=section&id=GRAPHITE%20PROJECT) The Coosa Graphite Project in Alabama, covering 41,965 acres, focuses on building a pilot production facility for advanced battery materials - The Coosa Project comprises a lease of approximately **41,965 acres** of privately-owned mineral rights in Coosa County, Alabama[189](index=189&type=chunk) - The company has begun engineering work for a **pilot plant facility** to upgrade and purify graphite material into products like purified micronized graphite and delaminated expanded graphite for customer qualification[196](index=196&type=chunk) [Lithium Properties](index=30&type=section&id=LITHIUM%20PROPERTIES) The company controls three exploration-stage lithium brine projects in Nevada and Utah, with initial drilling and sampling indicating anomalous lithium - At the Columbus Basin Project, a 2017 Phase I drilling program completed three core holes, identifying fluids with high total dissolved solids and lithium concentrations up to **43 ppm**[206](index=206&type=chunk)[208](index=208&type=chunk) - The Sal Rica Project has historical drilling data from the 1960s and recent sampling confirming anomalous lithium values ranging from **22 to 81 ppm** in shallow brines[220](index=220&type=chunk) [Uranium Properties](index=37&type=section&id=URANIUM%20PROPERTIES) WWR's uranium assets in Texas are former producing sites in standby or reclamation, while New Mexico properties hold undeveloped resources under long-term leases - **Groundwater restoration is complete** at the Kingsville Dome project, and the site is in a stabilization period, with the UIC permit renewal application withdrawn in 2016 to be resubmitted later[240](index=240&type=chunk)[241](index=241&type=chunk)[242](index=242&type=chunk) - At the Vasquez project, wellfield plugging and abandonment was **completed in July 2018** and **approved by the TCEQ in December 2018**, with the site undergoing complete closure[257](index=257&type=chunk) - The Cebolleta and Juan Tafoya projects in New Mexico are held under leases requiring significant annual advance royalty payments, which were **renegotiated in 2017** to reduce payments for a three-year period[275](index=275&type=chunk)[289](index=289&type=chunk) [Item 3. Legal Proceedings](index=52&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) In 2018, Westwater resolved a dispute with Kleberg County, settled a severance claim, and initiated arbitration against Turkey for expropriated uranium licenses - A long-standing legal dispute with Kleberg County, Texas, regarding groundwater restoration standards was **resolved in the company's favor** by the Texas Supreme Court in **March 2018**[309](index=309&type=chunk)[313](index=313&type=chunk) - A lawsuit with former Alabama Graphite Corp. CFO Douglas Bolton regarding severance was **settled in January 2019** for **CAD$40,000**[315](index=315&type=chunk)[316](index=316&type=chunk) - On **December 13, 2018**, Westwater filed a Request for Arbitration against the **Republic of Turkey** before the International Centre for the Settlement of Investment Disputes (ICSID) due to the cancellation of its uranium exploration and operating licenses[317](index=317&type=chunk) Part II [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) For 2018, Westwater reported a consolidated net loss of $35.7 million, primarily due to a $23.7 million impairment charge on uranium properties, with management expressing substantial doubt about going concern Consolidated Net Loss Summary (in thousands) | Item | 2018 | 2017 | | :--- | :--- | :--- | | Mineral property expenses | $(3,538) | $(4,584) | | General and administrative | $(7,357) | $(6,614) | | Impairment of uranium properties | $(23,712) | $(11,436) | | **Net Loss** | **$(35,684)** | **$(19,288)** | - The company recorded a total impairment charge of **$23.7 million** in 2018, primarily consisting of an **$18.0 million** write-down of its Turkish uranium assets and a **$5.7 million** impairment of uranium plant and equipment in South Texas[359](index=359&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk) - The company's financial statements were prepared on a "going concern" basis, but management notes that recurring losses and reliance on financing raise **substantial doubt** about its ability to continue operations without raising additional capital[373](index=373&type=chunk)[380](index=380&type=chunk) - As of December 31, 2018, the company had **$1.6 million** in cash and a working capital balance of **$1.0 million**, planning to fund future operations through its ATM offering, note receivable payments, and other potential financings[376](index=376&type=chunk)[378](index=378&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=63&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents audited financial statements for 2018 and 2017, with the auditor expressing substantial doubt about going concern, showing a $35.7 million net loss and decreased assets - The report from the independent registered public accounting firm, Moss Adams LLP, includes a paragraph highlighting a **going concern uncertainty** due to the company's lack of revenue, recurring losses, and reliance on financing[390](index=390&type=chunk) Key Balance Sheet Data (in thousands) | Account | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | Cash and cash equivalents | $1,577 | $4,054 | | Total Current Assets | $4,180 | $7,833 | | Net property, plant and equipment | $20,553 | $35,409 | | **Total Assets** | **$29,958** | **$50,238** | | Total Current Liabilities | $3,172 | $3,968 | | **Total Liabilities** | **$9,167** | **$9,121** | | **Total Stockholders' Equity** | **$20,791** | **$41,117** | Key Statement of Operations Data (in thousands) | Account | 2018 | 2017 | | :--- | :--- | :--- | | Total operating expenses | $(36,049) | $(24,818) | | **Net Loss** | **$(35,684)** | **$(19,288)** | | **Basic and Diluted Loss Per Share** | **$(0.77)** | **$(0.78)** | - The company operates in three reportable segments: uranium, lithium, and graphite; for 2018, the uranium segment reported a loss of **$29.6 million** (including impairments), while lithium and graphite segments reported losses of **$0.5 million** and **$0.7 million**, respectively[532](index=532&type=chunk)[537](index=537&type=chunk) [Item 9A. Controls and Procedures](index=88&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2018, with no material changes reported - Based on an evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective as of December 31, 2018**[540](index=540&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective as of December 31, 2018**, based on the framework in Internal Control—Integrated Framework (1992) issued by COSO[543](index=543&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=89&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) This section incorporates information by reference from the company's definitive proxy statement for its 2019 Annual Meeting of Stockholders - Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2019 Annual Meeting of Stockholders[549](index=549&type=chunk) [Item 11. Executive Compensation](index=89&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section incorporates information by reference from the company's definitive proxy statement for its 2019 Annual Meeting of Stockholders - Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2019 Annual Meeting of Stockholders[550](index=550&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=89&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section incorporates information by reference from the company's definitive proxy statement for its 2019 Annual Meeting of Stockholders - Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2019 Annual Meeting of Stockholders[551](index=551&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=89&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section incorporates information by reference from the company's definitive proxy statement for its 2019 Annual Meeting of Stockholders - Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2019 Annual Meeting of Stockholders[552](index=552&type=chunk) [Item 14. Principal Accounting Fees and Services](index=89&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) This section incorporates information by reference from the company's definitive proxy statement for its 2019 Annual Meeting of Stockholders - Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2019 Annual Meeting of Stockholders[553](index=553&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=90&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed with the Form 10-K, including governance documents, material contracts, and required certifications - This item provides a list of all financial statements, schedules, and exhibits filed with the annual report, including **certifications by the CEO and CFO**[556](index=556&type=chunk)[557](index=557&type=chunk)