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Liquidity and Going Concern
9 Months Ended
Sep. 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 September 30, 2016 the Company’s cash balances were $3.8 million and the Company had a working capital deficit of $6.0 million, which deficit includes $7.5 million related to the RCF Loan (defined in Note 6, below) which matures on December 31, 2016. The ending cash balance of $3.8 million is expected to provide the Company with sufficient capital to fund its critical operations through December 31, 2016. The Company’s ability to avoid default on RCF Loan will depend upon renegotiation of the loan terms or raising additional capital from other sources. The Company presently anticipates funding from the following sources:

 

·         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 November 30, 2016. Either party may terminate the Laramide SPA if the closing has not occurred by November 30, 2016, which was extended under an amendment agreement from 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 November 10, 2016 the Company has approximately $6.3 million of common stock and 744,650 shares available for future sales. The Company would need to seek stockholder approval before issuing shares in excess of such 744,650 shares.

 

 

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 or refinancing of the RCF Loan. While the Company initially expected that the Laramide SPA would close by September 30, 2016, Laramide Resources has experienced delays in obtaining the necessary funding to close the transaction and, as a result, the Company and Laramide Resources agreed to extend the closing date to November 30, 2016. Based on continued discussions with Laramide Resources and the payment of the $250,000 extension fee, the Company believes that the funding will be in place to close by November 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 $6.3 million available under the CSPA. 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 the RCF Loan in November 2013 that provided the Company with $8.0 million in cash, which debt matures on December 31, 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.