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Subsequent Events
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
Subsequent Events

14. SUBSEQUENT EVENTS

 

Alabama Graphite Corp. Acquisition

 

On December 13, 2017, the Company announced that it had entered into a definitive agreement (the “Arrangement Agreement”) with Alabama Graphite Corp. (“Alabama Graphite”), a corporation listed on the TSX Venture Exchange in Toronto (Canada), pursuant to which it is proposed that WWR will acquire all the issued and outstanding securities of Alabama Graphite (the “Acquisition”).

 

The Acquisition will be by way of a court-approved Plan of Arrangement pursuant to the Business Corporations Act (British Columbia) whereby each issued and outstanding share of Alabama Graphite will be purchased by WWR in exchange for 0.08 of one WWR common share.

 

Holders of common share purchase warrants and stock options of Alabama Graphite will receive replacement warrants and options issued by WWR. Upon the closing of this transaction the current shareholders of Alabama Graphite will hold approximately 30% of the issued and outstanding shares of WWR.

 

In addition, on December 13, 2017, the Company agreed to provide a secured loan to Alabama Graphite for up to US$2.0 million to fund Alabama Graphite’s working capital, to pay outstanding trade accounts payable and to provide sufficient operating funds to enable Alabama Graphite to carry on its business until the closing of the Acquisition. The secured loan bears interest at the rate of 3% per annum, is secured by the assets of Alabama Graphite and its subsidiary and is convertible into common shares of Alabama Graphite at WWR’s election using a conversion price of $0.0878, which was determined by calculating the volume-weighted average price (“VWAP”) of the Common Shares for the five trading days immediately following the initial public announcement of the Acquisition (which occurred on December 13, 2017). As of March 1, 2018, the Company has advanced approximately US $1.3 million on the secured Alabama Graphite loan.

 

Should the Arrangement Agreement be terminated, the secured loan will become payable on June 30, 2018; however, if Alabama Graphite withdraws its support for the Acquisition and recommends a competing transaction, the secured loan becomes repayable immediately. The Arrangement Agreement remains subject to various shareholder and regulatory approvals.