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Liquidity and Going Concern
6 Months Ended
Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Liquidity and Going Concern

2. LIQUIDITY AND GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.

 

Since the second half of 2015, the Company has faced liquidity challenges. The Company has encountered difficulties raising sufficient capital as a result of weak capital markets, particularly in the commodities sector. The Company’s liquidity was further challenged following the completion of the acquisition of Anatolia Energy Limited (“Anatolia Energy”) on November 9, 2015, whereby the Company acquired all of the issued and outstanding common stock of Anatolia Energy (the “Anatolia Transaction”), as the Company incurred higher than expected transaction costs and assumed significant unpaid trade payables from Anatolia Energy. At June 30, 2016 the Company’s cash balances were $1.0 million and the Company had a working capital deficit of $10.0 million. Contributing to the working capital deficit was the reclassification of the RCF Loan (defined in Note 6, below) from long-term to short-term liabilities as the RCF Loan matures on December 31, 2016. Subsequent to the quarter-end, the Company sold 995,100 shares of common stock under the CSPA (defined below) for net proceeds of $1.4 million. The ending cash balance of $1.0 million along with the proceeds received from the CSPA is expected to provide the Company with sufficient capital to fund its critical operations through September 30, 2016. The Company anticipates funding from the following sources to sustain its operations beyond September 30, 2016:

 

·         Laramide Asset Sale

 

On April 7, 2016, Laramide Resources Ltd. (“Laramide Resources”) and the Company entered into a Share Purchase Agreement (the “Laramide SPA”) for the sale of its wholly-owned subsidiary Hydro Resources Inc., which holds the Company’s Churchrock and Crownpoint properties in New Mexico for $12.5 million. Under the terms of the Laramide SPA, the Company expects to receive an initial cash payment of $5.25 million upon closing. The closing is subject to certain conditions including completion of a financing by Laramide Resources on commercially reasonable terms and in such amount as is necessary to fund the $5.25 million cash payment. Closing is currently anticipated to occur by the end of the third quarter of 2016. Either party may terminate the Laramide SPA if the closing has not occurred by September 30, 2016. See note 5 for further discussion.

 

·         Common Stock Purchase Agreement with Aspire Capital

 

On April 8, 2016, the Company entered into a Common Stock Purchase Agreement (“CSPA”) with Aspire Capital Fund, LLC (“Aspire Capital”) to place up to $12.0 million in the aggregate of its common stock over a term of 30 months following receipt of shareholder approval. The Company’s shareholders approved the issuance of up to 5.0 million shares of common stock under the CSPA at its Annual General Meeting of Stockholders on June 7, 2016. As of August 11, 2016 the Company has approximately $8.9 million or 3.0 million shares of common stock available for future sales.

 

·         At-the-Market Sales Agreement

 

The Company has an existing ATM Sales Agreement that allows it to sell, from time-to-time, shares of its common stock in at-the-market offerings having an aggregate offering amount up to $15.0 million of which we have approximately $4.5 million available for future sales as of August 11, 2016. The Company is unable to sell shares of its common stock through the ATM Sales Agreement on dates that it places shares with Aspire Capital through its CSPA.

 

The Company’s ability to continue to fund its ongoing operations and continue as a going concern is dependent upon the sources of capital above and the renegotiation of the RCF Loan. While the Company initially expected that the Laramide SPA would close by June 30, 2016, Laramide Resources has experienced delays in obtaining the necessary funding to close the transaction. Based on continued discussions with Laramide Resources, the Company believes that the funding will be in place to close by September 30, 2016. In addition, factors such as the Company’s market capitalization, current share price, volatility of trading volume and potential to fall below the reference price under the CSPA ($0.50 per share) may make it difficult for the Company to fully utilize the $8.9 million and $4.5 million available under the CSPA and ATM Sales Agreement, respectively. Therefore, the Company may need to raise additional capital from other sources. The Company is currently evaluating its options with respect to the RCF Loan and continues to explore opportunities to further monetize its non-core assets and identify ways to reduce its cash expenditures.

 

The Company has been successful at raising capital in the past, most recently with the completion of registered direct offerings on April 4, 2016 and February 4, 2016 for gross proceeds of $1.25 million and $0.8 million, respectively, and two registered direct offerings during 2015 which occurred on December 18, 2015 and March 6, 2015 for aggregate net proceeds of $6.1 million. In addition, the Company was able to successfully raise capital in 2013 and 2014 through debt and equity fundraising efforts. Specifically, the Company completed a registered direct offering in February 2014 for net proceeds of $9.3 million and procured a convertible secured debt facility in November 2013 that provided the Company with $8.0 million in cash, which debt matures in December 2016.

 

While the Company has been successful in the past raising funds through equity and debt financings as well as through the sale of non-core assets, no assurance can be given that additional financing will be available to it in amounts sufficient to meet the Company’s needs, including upon the maturity of our outstanding debt, or on terms acceptable to the Company. In the event funds are not available, the Company may be required to materially change its business plans and it could default under the RCF Loan.