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Correspondence 0001104659-24-103138 from WESTWATER RESOURCES, INC. (WWR) (CIK 0000839470) (WWR)

WESTWATER RESOURCES, INC. (WWR) (CIK 0000839470)
Date: Sept. 26, 2024 · CIK: 0000839470 · Accession: 0001104659-24-103138

AI Filing Summary & Sentiment

File numbers found in text: 001-33404

Referenced dates: September 17, 2024

Date
September 26, 2024
Author
Mineral
Form
CORRESP
Company
WESTWATER RESOURCES, INC. (WWR) (CIK 0000839470)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Re: Westwater Resources, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 19, 2024 File No. 001-33404

Dear Mr. Coleman and Mr. Arakawa:

Set forth below are the responses of Westwater Resources, Inc. (the “Company”) to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 17, 2024 regarding the above-referenced Form 10-K (the “2023 Form 10-K”).

For your convenience, the Company has set forth below each Staff comment followed by the Company’s response. Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the 2023 Form 10-K.

United States Securities and Exchange Commission

Page 2

Form 10-K for the Fiscal Year Ended December 31,

Item 2. Properties, page 37

1. Please disclose the point of reference associated with your mineral resources as required by Item 1304(d)(1) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and proposes to disclose the point of reference associated with its mineral resources in each resource table included in its subsequent annual filings as follows (additions to Footnote 9 reflected in underline):

Mineral Resources as of December 31, 2022 (1)(2)(3)(4)(5)(6)(7)(8)(9)

Redox Tonnage Grade Cg Contained Cg Contained Cg

Recovery

Classification Boundary (Mst) (%) (Mlb) (000 st)

(%)

Oxide 2.96

Indicated Transition 2.81

Reduced 2.85

Total Indicated

2.89 1,509

87.4

Oxide 3.07

Inferred Transition 3.13

Reduced 3.08 4,792 2,396

Total Inferred

3.08 5,997 2,998

87.4

(1) The S-K 1300 definitions were followed for mineral resources

(2) Mineral resources are constrained within a Whittle pit shell using a cut-off grade of 1.98% Cg.

(3) Mineral resources are estimated using a long-term graphite price of US$1,100/st.

(4) Bulk density ranges from 1.68 t/m3 to 3.03 t/m3 (0.05 st/ft3 to 0.09 st/ft3).

(5) Mining dilution equals 5.0%.

(6) Mineral resources are not mineral reserves and do not have demonstrated economic viability.

(7) Numbers may not sum due to rounding.

(8) Mineral Resources are 100% attributable to Westwater.

(9) The point of reference for mineral resources is in-situ.

2. We note that you have included the results of an economic analysis in your annual filing, and that the results include inferred mineral resources. A qualified person may include a cash flow analysis in an initial assessment that includes inferred resources, however disclosure of the results should be accompanied with the information required under Item 1302(d)(4)(ii) of Regulation S-K. If you choose to include the results of the economic analysis in your annual filing then the information required under Item 1302(d)(4)(ii) of Regulation S-K should also accompany the disclosure, along with the accuracy and contingency of the cost estimate as noted under Item 1302(d)(4)(i) of Regulation S-K.

While your annual filing includes disclosure that the initial assessment is based on 11% indicated and 89% inferred resources, the disclosure should also state with equal prominence that the assessment is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the economic assessment will be realized; and, with equal prominence, the results of the economic analysis excluding inferred resources should be disclosed. The disclosure should also include the accuracy and contingency of the cost estimates.

Please revise to include this information.

United States Securities and Exchange Commission

Page 3

Response: The Company respectfully acknowledges the Staff’s comment. As an initial point, while the Company views the Coosa Graphite Deposit and underlying resources as important to its future business development, it is not currently material to the operations or financial performance of the Company. With respect to the Staff’s comment, the Company notes that the disclosure in the 2023 Form 10-K identifies the Initial Assessment as being a “preliminary technical and economic study” (see page 3 of the 2023 Form 10-K) and explains that the “level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a probable mineral reserve” (see page 4 of the 2023 Form 10-K). With respect to the table that discloses indicated and inferred mineral resources as of December 31, 2023 (see page 37 of the 2023 Form 10-K), as shown below, the Company states both in the introductory paragraph and in the footnotes to the table that, “Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.” Further, the header to the table disclosing the preliminary economic analysis (see page 37 of the 2023 Form 10-K) clearly indicates that it is a “preliminary economic analysis.” The Company proposes to expand the existing disclosure under the heading “Mineral Resources” in Part I, Item 12 of Form 10-K in subsequent annual filings as follows (additions reflected in underline):

Mineral Resources

The IA was completed as a TRS, disclosing Mineral Resources, including an economic analysis, for the Coosa Deposit, in accordance with S-K 1300. The TRS was completed on behalf of Westwater by SLR with an effective date of December 11, 2023, and filed by the Company on Form 8-K with the SEC on December 13, 2023. SLR qualifies as a Qualified Person as defined under Item 1302 of Regulation S-K.

This TRS was prepared to add an economic analysis to the previously completed TRS by SLR, with an effective date of November 30, 2022 (the “2022 TRS”). The Mineral Resource estimate reported in the 2022 TRS remains unchanged. The Mineral Resource estimate in the 2022 TRS is based on 205 drill holes totaling 39,434 ft. Based on a 1.98% graphitic carbon (Cg) cut-off grade Indicated Mineral Resources total 26.0 million short tons (Mst) at an average grade of 2.89% Cg for a total of 754,000 short tons (st) Cg. Inferred Mineral Resources are estimated as 97.0 Mst at an average grade of 3.08% Cg for a total of 3.0 Mst Cg.

The TRS was prepared in accordance with the regulations set forth in S-K 1300 with the objective of disclosing the Mineral Resources at the Coosa Deposit, with an economic analysis. Based on the density of drilling, continuity of geology and mineralization, testing, and data verification, the Mineral Resource estimates meet the criteria for Indicated or Inferred Mineral Resources as summarized in the TRS.

Estimated Mineral Resources, as initially reporting in the 2022 TRS, are summarized in the following table for Indicated and Inferred Mineral Resources, respectively, at a 1.98% Cg cut-off grade. Mineral Resources were estimated separately for each mineralized horizon. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. However, considerations of reasonable prospects for economic extraction were applied to the Mineral Resource calculations within the TRS.

United States Securities and Exchange Commission

Page 4

Mineral Resources as of December 31, 2022 (1)(2)(3)(4)(5)(6)(7)(8)

Classification

Redox

Boundary

Tonnage

(Mst)

Grade Cg

(%)

Contained Cg

(Mlb)

Contained Cg

(000 st)

Recovery

(%)

Oxide 2.96

Indicated Transition 2.81

Reduced 2.85

Total Indicated

2.89 1,509 87.4

Oxide 3.07

Inferred Transition 3.13

Reduced 3.08 4,792 2,396

Total Inferred

3.08 5,997 2,998 87.4

(1) The S-K 1300 definitions were followed for mineral resources

(2) Mineral resources are constrained within a Whittle pit shell using a cut-off grade of 1.98% Cg.

(3) Mineral resources are estimated using a long-term graphite price of US$1,100/st.

(4) Bulk density ranges from 1.68 t/m3 to 3.03 t/m3 (0.05 st/ft3 to 0.09 st/ft3).

(5) Mining dilution equals 5.0%.

(6) Mineral resources are not mineral reserves and do not have demonstrated economic viability.

(7) Numbers may not sum due to rounding.

(8) Mineral Resources are 100% attributable to Westwater.

The estimated base case economics in the IA is based on Indicated (11%) and Inferred (89%) Mineral Resources. An economic analysis was prepared with a base case using Indicated and Inferred Mineral Resources (the former being 11% of the total and the latter being 89% of the total) which shows positive economics. The economic analysis contained in the IA is preliminary in nature and is based, in part, on Inferred Mineral Resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that economic forecasts on which the IA is based will be realized. The following table presents a summary of results for the estimated base case.

Preliminary Economic Analysis - Base Case

Item Unit Value

Cg Price $/st

Cg Concentrate Sales Mst 2.26

Total Gross Revenue US$ M 2,254

Total Operating Costs US$ M (1,204 )

Operating Margin US$ M 1,050

Development Capital US$ M (152 )

Sustaining Capital US$ M (142 )

Final Closure/Reclamation US$ M (43 )

Total Capital US$ M -336

Pre-tax Free Cash Flow US$ M 714.1

Pre-tax NPV @ 8% discount rate US$ M 229.2

Pre-tax IRR % 26.7

After-tax Free Cash Flow US$ M 608.2

After-tax NPV @ 8% US$ M 190.2

After-tax IRR % 24.2

United States Securities and Exchange Commission

Page 5

Only 7 million tons or 11% of the 72.7 million tons in the estimated base case are Indicated Mineral Resources. As a result, the Qualified Person determined that a stand-alone alternative case with only Indicated Mineral Resource tonnage is not economic using the assumptions and inputs outlined in the estimated base case.

The above estimated base case economics in the IA was based on the following key assumptions:

Revenue

· Mineralized Material Inventory used for life of mine (LOM) planning: 72.7 Mst at 3.21% Cg with 2.33 Mst of contained Cg (65.9 million tonnes at 3.21% Cg with 2.11 million tonnes contained Cg), 100% attributable to Westwater

· An average of 9,100 st (8,200 tonnes) mill feed per day mining from open pit for 4 Mst (3 million tonnes) per year

· Mill recovery averaging 92%.

· 95% C concentrate grade at 100% payable

· Average annual Cg concentrate sales: 103,000 stpa (93,000 tonnes per year)

· Graphite price (CIF Kellyton Graphite Plant): US$998/st ($1,100/tonne)

· Transport to Kellyton Graphite Plant (CIF): $10.69/st ($11.90/tonne)

Costs

· Pre-production period: 24 months

· Mine life: 22 years

· Life of mine production plan as summarized in the TRS

· Mine life capital totals $293 million, including $142 million of sustaining capital

· Final end of mine reclamation and closure costs: $43 million

· Average operating cost over the mine life is $15.41/st milled ($16.99/tonne milled)

Taxation and Royalties

· Royalties: Merchant 0.5% NSR up to a maximum of $150,000; Lessor 2% NSR

· Coosa County Severance Tax: $5/st concentrate ($5.51/tonne)

· 10 year Modified Accelerated Cost Recovery System (MACRS) depreciation method was used with total allowance of $286.3 million taken during the LOM

· Percentage depletion method (14% for graphite) was used with total allowance of $305.4 million taken during the LOM

· Loss Carry Forwards - Income tax losses may be carried forward indefinitely but may not be used for prior tax years

· Federal tax rate of 21%, Alabama state income tax rate of 6.5%

United States Securities and Exchange Commission

Page 6

The capital and operating cost estimates are based on factored costs from other operations, the Qualified Person’s judgment, and analogy. The change in the cost basis for this TRS, due to the proposed increase in Cg production rates and the requirement for cost escalation, makes the accuracy, in the Qualified Person’s opinion, an American Association of Cost Engineers (AACE) International Class 5 cost estimate with an accuracy range of -20% to -50% to +30% to +100%.

Item 15. Exhibits and Financial Statements Sche

Show Raw Text
CORRESP
1
filename1.htm

CORPORATE OFFICE 6950
                                            South Potomac Street, Suite 300 Centennial, CO
                                            80112

September 26, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street N.E.

Washington, DC 20549

  Attn:
  John Coleman

  Craig Arakawa

 Re: Westwater Resources, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Filed March 19, 2024

    File No. 001-33404

Dear Mr. Coleman and Mr. Arakawa:

Set forth below are the responses
of Westwater Resources, Inc. (the “Company”) to the comments received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated September 17, 2024 regarding
the above-referenced Form 10-K (the “2023 Form 10-K”).

For your convenience, the
Company has set forth below each Staff comment followed by the Company’s response. Capitalized terms used but not otherwise defined
in this letter have the meanings ascribed to such terms in the 2023 Form 10-K.

United States Securities and
 Exchange Commission

Page 2

Form 10-K for the Fiscal Year Ended December 31,
2023

Item 2. Properties, page 37

 1. Please disclose the point of
                                            reference associated with your mineral resources as required by Item 1304(d)(1) of Regulation
                                            S-K.

Response: The Company
respectfully acknowledges the Staff’s comment and proposes to disclose the point of reference associated with its mineral resources
in each resource table included in its subsequent annual filings as follows (additions to Footnote 9 reflected in underline):

    Mineral
    Resources as of December 31, 2022 (1)(2)(3)(4)(5)(6)(7)(8)(9)

    Redox
    Tonnage
    Grade Cg
    Contained Cg
    Contained Cg

    Recovery

    Classification
      Boundary
      (Mst)
      (%)
      (Mlb)
      (000
                                            st)

      (%)

      Oxide
      9
      2.96
      555
      278

    Indicated
      Transition
      2
      2.81
      88
      44

      Reduced
      15
      2.85
      866
      433

    Total Indicated

      26
      2.89
      1,509
      755

      87.4

      Oxide
      15
      3.07
      951
      475

    Inferred
      Transition
      4
      3.13
      254
      127

      Reduced
      78
      3.08
      4,792
      2,396

    Total Inferred

      97
      3.08
      5,997
      2,998

      87.4

    (1)
    The S-K 1300 definitions were followed
    for mineral resources

    (2)
    Mineral resources are constrained within a Whittle
    pit shell using a cut-off grade of 1.98% Cg.

    (3)
    Mineral resources are estimated using a long-term
    graphite price of US$1,100/st.

    (4)
    Bulk density ranges from 1.68 t/m3 to
    3.03 t/m3 (0.05 st/ft3 to 0.09 st/ft3).

    (5)
    Mining dilution equals 5.0%.

    (6)
    Mineral resources are not mineral reserves and do
    not have demonstrated economic viability.

    (7)
    Numbers may not sum due to rounding.

    (8)
    Mineral Resources are 100% attributable to Westwater.

    (9)
    The point of reference for
    mineral resources is in-situ.

2. We note that you have included the results of an economic
                                        analysis in your annual filing, and that the results include inferred mineral resources. A qualified
                                        person may include a cash flow analysis in an initial assessment that includes inferred resources,
                                        however disclosure of the results should be accompanied with the information required under Item
                                        1302(d)(4)(ii) of Regulation S-K. If you choose to include the results of the economic analysis
                                        in your annual filing then the information required under Item 1302(d)(4)(ii) of Regulation
                                        S-K should also accompany the disclosure, along with the accuracy and contingency of the cost
                                        estimate as noted under Item 1302(d)(4)(i) of Regulation S-K.

While your annual filing includes
disclosure that the initial assessment is based on 11% indicated and 89% inferred resources, the disclosure should also state with equal
prominence that the assessment is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically
to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that
the economic assessment will be realized; and, with equal prominence, the results of the economic analysis excluding inferred resources
should be disclosed. The disclosure should also include the accuracy and contingency of the cost estimates.

Please revise to include this information.

United States Securities and
 Exchange Commission

Page 3

Response: The Company
respectfully acknowledges the Staff’s comment. As an initial point, while the Company views the Coosa Graphite Deposit and underlying
resources as important to its future business development, it is not currently material to the operations or financial performance of
the Company. With respect to the Staff’s comment, the Company notes that the disclosure in the 2023 Form 10-K identifies the
Initial Assessment as being a “preliminary technical and economic study” (see page 3 of the 2023 Form 10-K)
and explains that the “level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant
technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic
viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents
the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not
be considered when assessing the economic viability of a mining project and may not be converted to a probable mineral reserve”
(see page 4 of the 2023 Form 10-K). With respect to the table that discloses indicated and inferred mineral resources
as of December 31, 2023 (see page 37 of the 2023 Form 10-K), as shown below, the Company states both in the introductory
paragraph and in the footnotes to the table that, “Mineral Resources are not Mineral Reserves and do not have demonstrated economic
viability.” Further, the header to the table disclosing the preliminary economic analysis (see page 37 of the 2023 Form 10-K)
clearly indicates that it is a “preliminary economic analysis.” The Company proposes to expand the existing disclosure under
the heading “Mineral Resources” in Part I, Item 12 of Form 10-K in subsequent annual filings as follows (additions
reflected in underline):

Mineral Resources

The IA was completed
as a TRS, disclosing Mineral Resources, including an economic analysis, for the Coosa Deposit, in accordance with S-K 1300. The TRS was
completed on behalf of Westwater by SLR with an effective date of December 11, 2023, and filed by the Company on Form 8-K with
the SEC on December 13, 2023. SLR qualifies as a Qualified Person as defined under Item 1302 of Regulation S-K.

This TRS was prepared
to add an economic analysis to the previously completed TRS by SLR, with an effective date of November 30, 2022 (the “2022
TRS”). The Mineral Resource estimate reported in the 2022 TRS remains unchanged. The Mineral Resource estimate in the 2022 TRS
is based on 205 drill holes totaling 39,434 ft. Based on a 1.98% graphitic carbon (Cg) cut-off grade Indicated Mineral Resources total
26.0 million short tons (Mst) at an average grade of 2.89% Cg for a total of 754,000 short tons (st) Cg. Inferred Mineral Resources are
estimated as 97.0 Mst at an average grade of 3.08% Cg for a total of 3.0 Mst Cg.

The TRS was prepared
in accordance with the regulations set forth in S-K 1300 with the objective of disclosing the Mineral Resources at the Coosa Deposit,
with an economic analysis. Based on the density of drilling, continuity of geology and mineralization, testing, and data verification,
the Mineral Resource estimates meet the criteria for Indicated or Inferred Mineral Resources as summarized in the TRS.

Estimated Mineral
Resources, as initially reporting in the 2022 TRS, are summarized in the following table for Indicated and Inferred Mineral Resources,
respectively, at a 1.98% Cg cut-off grade. Mineral Resources were estimated separately for each mineralized horizon. Mineral Resources
are not Mineral Reserves and do not have demonstrated economic viability. However, considerations of reasonable prospects for economic
extraction were applied to the Mineral Resource calculations within the TRS.

United States Securities and
 Exchange Commission

Page 4

    Mineral
    Resources as of December 31, 2022 (1)(2)(3)(4)(5)(6)(7)(8)

Classification

    Redox

 Boundary

    Tonnage

 (Mst)

    Grade
                                            Cg

 (%)

    Contained
                                            Cg

 (Mlb)

    Contained
                                            Cg

 (000
                                            st)

    Recovery

 (%)

    Oxide
      9
      2.96
      555
      278

    Indicated
    Transition
      2
      2.81
      88
      44

    Reduced
      15
      2.85
      866
      433

    Total Indicated

      26
      2.89
      1,509
      755
      87.4

    Oxide
      15
      3.07
      951
      475

    Inferred
    Transition
      4
      3.13
      254
      127

    Reduced
      78
      3.08
      4,792
      2,396

    Total Inferred

      97
      3.08
      5,997
      2,998
      87.4

(1)
      The S-K 1300 definitions were followed for mineral resources

(2)
      Mineral resources are constrained within a Whittle pit shell using a cut-off
                                     grade of 1.98% Cg.

(3)
      Mineral resources are estimated using a long-term graphite price of US$1,100/st.

(4)
      Bulk density ranges from 1.68 t/m3 to 3.03 t/m3 (0.05
                                     st/ft3 to 0.09 st/ft3).

(5)
      Mining dilution equals 5.0%.

(6)
      Mineral resources are not mineral reserves and do not have demonstrated economic
                                     viability.

(7)
      Numbers may not sum due to rounding.

(8)
      Mineral Resources are 100% attributable to Westwater.

The estimated base
case economics in the IA is based on Indicated (11%) and Inferred (89%) Mineral Resources. An economic analysis was prepared with
a base case using Indicated and Inferred Mineral Resources (the former being 11% of the total and the latter being 89% of the total)
which shows positive economics. The economic analysis contained in the IA is preliminary in nature and is based, in part, on Inferred
Mineral Resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to
be categorized as Mineral Reserves. There is no certainty that economic forecasts on which the IA is based will be realized. The
following table presents a summary of results for the estimated base case.

    Preliminary Economic
    Analysis - Base Case

    Item
    Unit
    Value

    Cg Price
    $/st
      988

    Cg Concentrate Sales
    Mst
      2.26

    Total Gross Revenue
    US$ M
      2,254

    Total Operating Costs
    US$ M
      (1,204 )

    Operating Margin
    US$ M
      1,050

    Development Capital
    US$ M
      (152 )

    Sustaining Capital
    US$ M
      (142 )

    Final Closure/Reclamation
    US$ M
      (43 )

    Total Capital
    US$ M
      -336

    Pre-tax Free Cash Flow
    US$ M
      714.1

    Pre-tax NPV @ 8% discount rate
    US$ M
      229.2

    Pre-tax IRR
    %
      26.7

    After-tax Free Cash Flow
    US$ M
      608.2

    After-tax NPV @ 8%
    US$ M
      190.2

    After-tax IRR
    %
      24.2

United States Securities and
 Exchange Commission

Page 5

Only 7 million
tons or 11% of the 72.7 million tons in the estimated base case are Indicated Mineral Resources. As a result, the Qualified Person determined
that a stand-alone alternative case with only Indicated Mineral Resource tonnage is not economic using the assumptions and inputs outlined
in the estimated base case.

The above estimated
base case economics in the IA was based on the following key assumptions:

Revenue

 · Mineralized
                                            Material Inventory used for life of mine (LOM) planning: 72.7 Mst at 3.21% Cg with 2.33 Mst
                                            of contained Cg (65.9 million tonnes at 3.21% Cg with 2.11 million tonnes contained Cg),
                                            100% attributable to Westwater

 · An
                                            average of 9,100 st (8,200 tonnes) mill feed per day mining from open pit for 4 Mst (3 million
                                            tonnes) per year

 · Mill
                                            recovery averaging 92%.

 · 95%
                                            C concentrate grade at 100% payable

 · Average
                                            annual Cg concentrate sales: 103,000 stpa (93,000 tonnes per year)

 · Graphite
                                            price (CIF Kellyton Graphite Plant): US$998/st ($1,100/tonne)

 · Transport
                                            to Kellyton Graphite Plant (CIF): $10.69/st ($11.90/tonne)

Costs

 · Pre-production
                                            period: 24 months

 · Mine
                                            life: 22 years

 · Life
                                            of mine production plan as summarized in the TRS

 · Mine
                                            life capital totals $293 million, including $142 million of sustaining capital

 · Final
                                            end of mine reclamation and closure costs: $43 million

 · Average
                                            operating cost over the mine life is $15.41/st milled ($16.99/tonne milled)

Taxation and
Royalties

 · Royalties:
                                            Merchant 0.5% NSR up to a maximum of $150,000; Lessor 2% NSR

 · Coosa
                                            County Severance Tax: $5/st concentrate ($5.51/tonne)

 · 10
                                            year Modified Accelerated Cost Recovery System (MACRS) depreciation method was used with
                                            total allowance of $286.3 million taken during the LOM

 · Percentage
                                            depletion method (14% for graphite) was used with total allowance of $305.4 million taken
                                            during the LOM

 · Loss
                                            Carry Forwards - Income tax losses may be carried forward indefinitely but may not be used
                                            for prior tax years

 · Federal
                                            tax rate of 21%, Alabama state income tax rate of 6.5%

United States Securities and
 Exchange Commission

Page 6

The capital
and operating cost estimates are based on factored costs from other operations, the Qualified Person’s judgment, and analogy. The
change in the cost basis for this TRS, due to the proposed increase in Cg production rates and the requirement for cost escalation, makes
the accuracy, in the Qualified Person’s opinion, an American Association of Cost Engineers (AACE) International Class 5 cost
estimate with an accuracy range of -20% to -50% to +30% to +100%.

Item 15. Exhibits and Financial Statements
Sche