A better link to WRR's Preliminary Proxy Statement This is a better link to Westwater's preliminary filing:
Westwater SEC-filed Preliminary Proxy Statement
- Mention of Alabama Graphite's requirement for 2/3 security holder approval appears on pages 63-64.
- Conditions related to CSPG shareholder dissent rights are on page 106.
- The background of the arrangement previously posted by evson168 appears on pages 46-48.
CSPG management's parachutes are mentioned on page 97, they total US $440,000
On page 22, Westwater states it will likely have to complete a feasibility study before contracting with battery manufacturers. Too bad (I believe) it is not considering a Business Plan based on CSPG's technology to process readily-available, lower-cost market graphite. Someone will get it.
CSPG's posible death knell sounds on page 98: "If Alabama Graphite defaults on the loan agreement with Westwater and is required to repay the loan prior to the completion of the Westwater acquisition transaction announced on December 13, 2017, then Alabama Graphite will likely lose the assets it has pledged as collateral to Westwater and, without those assets, Alabama Graphite would not likely be able to obtain any new financing or continue as a going concern."
The pledged assets are described on page 114: "The Loan is secured against 100% of the shares of Alabama Graphite Sub, and by substantially all of the Borrower's real and personal property, which includes Alabama Graphite Sub's leasehold interest in the Coosa Graphite Project and the Bama Mine Project."
To me, if less than 2/3 of CSPG's shares fail to approve CSPG's resolution or if too many shareholders dissent and seek fair value cash instead of WWR shares, CSPG has to find a way to repay or be left with little more than its processing technology, if that. If another party shows up to pay more/share, Westwater could make it more expensive and gain profit at the expense of the new interest by converting each US dollar forwarded into 14.15 shares of CSPG. So far it has forwarded about US$1MM. There would also be up to $1.5MM in breakup fees to pay.
Terrible deal for CSPG, it must have been desperate and simply caved.
Kudus are due to WWR for playing CSPG's bluff. It is better financed than CSPG ever was ... and it knows how to strike a deal. Hopefully it can also execute and promote a graphite story, and perhaps discover some lithium along the way.