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USE OF NAMES

In this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we”, “us”, “our”, “WWR”, “Westwater”, “Corporation”, or the “Company” refer to Westwater Resources, Inc. and its subsidiaries. The Company changed its name from “Uranium Resources, Inc.” to “Westwater Resources, Inc.” effective August 21, 2017.

CURRENCY

The accounts of the Company are maintained in U.S. dollars. All dollar amounts referenced in this Annual Report on Form 10-K and the consolidated financial statements are stated in U.S. dollars.

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For a more detailed discussion of such risks and other important factors that could cause actual results to differ materially from those in such forward-looking statements and forward-looking information, please see “Item“Item 1A. Risk Factors”Factors” below in this Annual Report on Form 10-K. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that these statements will prove to be accurate as actual results and future events could differ materially from those anticipated in the statements. The forward-looking statements in this report are made as of the date of this filing, unless an earlier date is specified.  Except as required by law, we assume no obligation to publicly update any forward-looking statements and forward-looking information, whether as a result of new information, future events or otherwise.

STATEMENT REGARDING THIRD PARTY INFORMATION

Certain information provided in this report has been provided to us by the third parties or is publicly available information published or filed with applicable securities regulatory bodies, including the SEC and SEDAR. WWR has not verified, and is not in a position to verify, and expressly disclaims any responsibility for, the accuracy, completeness or fairness of such third-party information and refers the reader to the information publicly published or filed by the third parties for additional information.

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We believe that our broad base of mining and processing and manufacturing expertise fromrelated to graphite, base and precious metals to energy materials is one of our key competitive advantages. We also believe that Westwater possesses a unique combination of battery-materials knowledge and extensive project-execution experience, coupled with decades of capital markets expertise which makes our business a powerful presence in the new energy marketplace. We intend to advance the Company’s project towards production, while prudently managing our cash and liquidity position for financial flexibility.

KEY BUSINESS AND CORPORATE DEVELOPMENTS IN 20212022

Graphite Processing Pilot Programs

During 2021, the Company completed its pilot program at Dorfner Anzaplan’s facilities near Amberg, Germany, as well as at facilities in Frankfurt, Germany, Chicago, Illinois and Buffalo, New York. The combined effort at these facilities produced approximately 13 metric tonnes of Westwater’s three battery-grade graphite products: ULTRA-PMG™, ULTRA-CSPG™ and ULTRA-DEXDG™, which were previously produced at a bench scale.

As of December 31, 2021, Westwater had produced through the pilot program:

Westwater undertook its pilot program operations to inform and enhance design work for the Coosa Plant and to produce products for testing by potential customers. The information from the pilot program was incorporated into the DFS. Due to market interest and demand, we are focusing on the production of ULTRA-CSPG™ and SPG Fines during Phase I of the Coosa Plant.

Coosa Plant Site Selection

On June 22, 2021, AGP entered into incentive agreements with the State of Alabama and local municipalities for the siting of the Coosa Plant in Coosa County, Alabama.  The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the processing facility. The estimated tax credits and incentives pursuant to the incentive agreements are estimated by the State of Alabama at approximately $36 million.  However, our ability to realize the tax credits and incentives is dependent upon actual capital invested, creating and maintaining jobs in Alabama, and the generation of future taxable income in Alabama.

On July 23, 2021, AGP entered into a land lease with the Lake Martin Area Industrial Development Authority, providing AGP rights to approximately 70 acres to construct and operate the Coosa Plant.  The lease has a term of 10-years, a nominal lease payment, and transfer of title to AGP at the end of the lease term.  Further, the lease provides AGP the option to purchase the land for a nominal amount during the term of the lease.  At lease inception, the Company estimated the fair value of the land to be approximately $1.4 million.

Definitive Feasibility Study on the Coosa Plant

On October 11, 2021, the Company announced the results of the DFS pertaining to Phase I of its Coosa Plant.  The Company intends to develop the Coosa Plant to purify natural graphite concentrates and to produce battery ready graphite products in two phases.  As of the date of the DFS, the capital costs of Phase I of the Coosa Plant are estimated at $202 million.  Beginning in the first half of 2023, the Coosa Plant is expected to begin producing from purchased feedstock from outside sources until at least 2028, after which the Company expects to produce graphite feedstock from its Coosa Deposit.  After processing and purification, the Company expects approximately 7,500 mt per year of two products to be commercially available in the following quantities:

Also on October 11, 2021, the Company announced a plan and design for Phase II of the Coosa Plant at a pre-feasibility study level (“PFS”). As of the date of the DFS, the PFS for Phase II of the Coosa Plant estimates additional capital costs of $464 million, and after processing and purification, the Company expects approximately 32,400 mt per year of two products will be available in the following quantities:

The Company intends to initiate a definitive feasibility study for Phase II upon, or before, the completion and commissioning of Phase I of the Coosa Plant.

Approval of Construction of Phase I

On October 11, 2021,the Company’s Board of Directors approved estimated expenditures of $202 million to execute the construction and commissioning plan for Phase I of the Coosa Plant. 

Construction Progress on Phase I of the CoosaKellyton Graphite Plant

On October 13, 2021,Construction activities in 2022 consisted of selecting a general contractor, completing earthwork and site grading, and continuing engineering and design work.  In 2022, the Company also began installing underground utilities, completed the purchase of twobuilding foundations, and began erecting manufacturing buildings by its subsidiary AGP that total 90,000 sq. ft. in size, to support the development of the Kellyton Graphite Plant. Construction activity during the year also included receipt of certain long-lead equipment items.  For full details regarding the Kellyton Graphite Plant see additional details below.

Coosa Plant.  These buildings will be used for administrative offices, a laboratory, and warehousing space, and each are adjacent to the Coosa Plant site. Graphite Deposit Technical Report Summary

The purchase of these two buildings avoids the need for certain construction activities.  During the fourth quarter of 2021, Westwater began design and construction activities related to the future administrative officesmineral resource estimate for the Coosa Plant.

InGraphite Deposit, based on 205 drill holes totaling 39,434 ft., was completed by SLR on November 2021, Westwater established30, 2022 as an Initial Assessment in accordance with Subpart 1300 of Regulation S-K promulgated by the construction management processSEC (or S-K 1300).  For further information regarding this Technical Report Summary and team for Phase I of the Coosa Plant. Key partners in the team were hired:  Fite Construction as the construction manager; and Samuels Engineering for engineering and procurement. Construction activities began in December 2021.   We are workingGraphite Deposit, refer to secure other contractors and have focused on ordering specialized equipment that have long lead times from manufacturers that were identified in, and were part of, the DFS.

Vanadium Target Identification

In late November 2018, Westwater announced the discovery of a concentration of vanadium mineralization at several locations in the graphitic schists at the Coosa Deposit. Westwater subsequently commenced the first of a four-phase exploration program designed to determine the extent, character and quality of the vanadium mineralization at the Coosa Deposit. The first phase demonstrated widespread positive values for vanadium that extended beyond the graphite deposit.Item 2, Properties, below.

OVERVIEW OF THE BATTERY GRAPHITE INDUSTRY

Graphite is the name given to a common form of the element carbon. Occurring naturally as a mineral in deposits around the world, graphite is used in many industrial applications. These end uses take advantage of graphite’s natural characteristics, which include high lubricity, high resistance to corrosion, the ability to withstand high temperatures while remaining highly stable, and excellent conductivity of heat and electricity.

In recent years, graphite has become an essential component in the production of all types of electrical storage batteries. Graphite’s role will continue to be important as demand for these batteries increases and with the world’s growing electric-vehicleelectric vehicle and energy-storage needs. Natural battery-ready graphite products are derived from flake graphite that has been transformed through a series of specialty downstream processes into various battery graphite products. These processes include, but are not limited to:

Natural flake graphite is increasingly supplanting or supplementing the use of synthetic graphite in battery applications for cost and performance reasons. Through a series of sophisticated and precise processing steps, flake-graphiteflake-

All of these batteries use graphite asGraphite is a critical, non-substitutable constituent.constituent in these listed battery segments.  According to Roskill, batteries accountedBenchmark Intelligence, the need for an estimated 290,000 tonnes of natural and synthetic graphite consumption in 2020, and was growing at a CAGR of 21.3% overto support the previous 10 years (Roskill, 2020). Based on Roskill’s base case scenario, this rate of growth could continuebattery market is expected to grow over the next decade, with graphite consumption in batteries reaching 1,800,000 tonnes in 2030, of which over 1,200,000 tonnes is projected to be natural graphite. According to Benchmark, sphericaldecade.  Total graphite demand is expected to increasereach 2,924,411 tpa in 2032, of which over 1,580,108 tpa are projected to approximately 2,500,000 tonnes per year in 2035, compared to a forecasted supply in 2035 of approximately 500,000 tonnes per year.be natural graphite.

Competition between natural and synthetic graphite is expected to continue in lithium-ion batteries with differentiation between the two based on price, performance, and availability affecting the choice between them.availability.  Common precursor materials in the production of synthetic graphite come from either petroleum needle coke, or coal needle coke. However, synthetic graphite and natural graphite blends are becoming a popular choicechoices for EVelectric vehicle applications to optimize performance and cost by taking advantage of each graphite attribute, such as cycle life, energy density, and cost.  Synthetic graphite consumption by anode manufacturers is expected to grow because of the concentration of the graphite industry in China; however, natural flake graphite demand is forecastforecasted to grow at a higher rate because of natural graphite’s performance and cost efficiencies.

In addition, natural graphite flake costs and purification costs in China have increased due to environmental costsfactors (hydrofluoric acid handling cost).  In fact, and China has become one of the major importers forof natural graphite flake, relying upon less expensive African sources.  China also poses a geopolitical risk, particularly to the EU and USU.S. regions.

Overall battery consumption is rising at an accelerated growth rate due to recent and robust developments in electric-automobile markets, personal electronic devices, electrical grid storage, and is an enabling technology for wind and solar power installation. The global shift towards low- and zero-emissions vehicles and power sources will continueis expected to drive increasing demand for graphite-battery materials for the foreseeable future. Recent developments in this sector include:

A significant challenge for battery manufacturers is thatCurrently, the primary source of battery-grade graphite is from China, presenting the global battery industry with significant risks, including supply chain management risks, economic risks, geopolitical risks, and environmental unsustainability.sustainability concerns. Also, critical domestic production is absentlacking in the United States. A Presidential Executive Order signed on September 30, 2020 includes graphite on itsa list of minerals critical to the safety and security of the United States. With littlelimited current domestic natural graphite production of any kind, the United States is presently required to source most of its battery graphite from China. On February 24, 2021, the President signed ananother Executive Order that seeks to provide forpromote more resilient supply chains, to revitalize and rebuild domestic manufacturing capacity, and maintain America’s competitive edge in research and development. The President’s declaration asked2021 Executive Order tasked the Secretary of Energy, as part of a larger study involving several branches of the United States government, to submit a report identifying risks to the supply chain for high-capacity batteries including those that power electric vehicles. On June 8, 2021, the White House released a response to the findings of this study in support of securing an end-to-end domestic supply chain for advanced batteries, including investment in domestic production and processing of critical minerals.  Key recommendations in the June 8, 2021 release include, among other things, providing funding and financial incentives to encourage consumer adoption of electric vehicles, providing financing to support advanced battery production, and investing in the development of next generationnext-generation batteries.

On March 31, 2022, President Biden invoked the Defense Production Act to encourage the domestic production of critical materials, including graphite, for advanced batteries for electric vehicles and clean energy storage.  On August 16, 2022, President Biden signed into law the Inflation Reduction Act (“IRA”).  This legislation includes an investment of approximately $370 billion in climate programs.  The IRA provides a 10% tax credit for the costs of producing certain critical minerals, including graphite and vanadium.  This credit is eligible for direct pay and is also transferable to unrelated taxpayers.  In addition, a key provision of the IRA that could indirectly benefit the Company is the Clean Vehicle credit.  The IRA eliminates the previous limitation on the number of electric vehicles a manufacturer can sell before the Clean Vehicle credit is phased out or eliminated.  Further, the IRA sets a minimum domestic content threshold for the percentage of the value of applicable critical minerals contained in the battery of the electric vehicles. Because Westwater intends to produce battery grade graphite for lithium-ion batteries to be used in electric vehicles in the United States, management believes the domestic content requirement could provide indirect future benefit to the Company.

The State of Alabama and local municipalities have entered into incentive agreements with the Company for the siting of the Company’s proposed graphite processing plant in Coosa County, Alabama.  The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the Kellyton Graphite Plant.

Westwater has developed graphite-purification technology and advanced product-development processes designed to meet the demands of potential customers for battery-grade graphite materials. Westwater is developing methodologies and constructing facilities intended to produce high-purity, battery-grade graphite products at its CoosaKellyton Graphite Plant. These products are designed to addressserve all major battery sectors. In addition, we believe the processes we

a nominal lease payment, and transfer of title to AGP at the end of the lease term. Further, the lease provides AGP the option to purchase the land for a nominal amount during the term of the lease.

On October 13, 2021, AGP completed the purchase of two buildings that total approximately 90,000 sq. ft. to support the development of the CoosaKellyton Graphite Plant.  These buildings will beThe build out of one of these building was completed in April of 2022 and is being used for administrative offices and will include a laboratory space as well. The other building is being used for the control room, the maintenance shop, shipping and receiving and as warehousing space, and eachspace. Both buildings are adjacent to the CoosaKellyton Graphite Plant. 

Westwater plans to develop the CoosaKellyton Graphite Plant in two phases (Phases I and II).

Phase I: Beginning inBased upon the first half of 2023,Company’s optimization plan, after testing and commissioning is completed, the CoosaKellyton Graphite Plant is now expected to have capacity to produce approximately 7,50016,000 mt per year of two products, ULTRA-CSPG™, and SPG Fines, which is a precursor product for ULTRA-PMG™.Fines.  After processing and purification, the two products areplant is expected to be availablehave capacity to produce the two products in the following quantities:

●ULTRA-CSPG™:  3,700 mt per year

●SPG Fines:3,800

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ULTRA-CSPG™: 7,500 mt per year

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SPG Fines:8,500 mt per year

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Phase II: Upon completion of the Phase II after processing and purification,expansion, the annual capacity of the Kellyton Graphite Plant is now expected to increase to approximately 32,40086,500 mt of two products are expected to be available in the following quantities:

●ULTRA-CSPG™:  15,800

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ULTRA-CSPG™: ­­40,500 mt per year

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SPG Fines:46,000 mt per year

The  For further detail on the Coosa Graphite Deposit is located at the southern end of the Appalachian Mountain range, in Coosa County, Alabama. The Coosa Deposit is located in an area that has been a past producer of graphite, utilizing a geology trend spanning tens of thousands of acres, known as the “Alabama Graphite Belt.”refer to Item 2, Properties, below.

Mining Method

The Coosa Deposit is comprised of approximately 41,965 acres of privately-owned mineral rights that the Company holds under a long-term lease.

The Coosa Deposit is hosted in high-grade metamorphic rocks. Graphitic material is present in two types of schist, a quartz-graphite schist that generally has grades greater than 1% Cg and a quartz-biotite-graphite-schist that has grades generally less than 1% Cg. The uppermost 60-100 feet of the graphite-bearing rocks have been weathered and oxidized such that they could be easily mined by simple excavation equipment without any blasting. As currently defined, mining will mainly be centered on these weathered units.

Prior to the acquisition of Alabama Graphite by Westwater, a mineral resource estimate for the Coosa Deposit, as set forth in a Preliminary Economic Assessment (PEA) was prepared by Alabama Graphite. This assessment was prepared and published in accordance with the National Instrument 43-101 Standard of Disclosure for Mineral Projects (“NI 43-101”) on Number 27, 2015. As noted, during 2021, Westwater has continued its exploration program to further investigate the size and extent of both graphite and vanadium mineral concentrations at the Coosa Deposit drilling 54 holes totaling 4,461 feet drilled. Westwater anticipates completing its exploration program during the first quarter of 2022.  Following the completion of its exploration program on the Coosa Deposit, Westwater intends to complete a technical report in accordance with subpart 229.1300 of Regulation S-K – Disclosure by Registrants Engaged in Mining Operations (“S-K 1300”). The new S-K 1300 requirements of the SEC are similar to NI 43-101, but not identical.  The results of the technical report are expected by the end of 2022.

Mining Method

The Coosa Deposit is expected to be mined by conventional small-scale open-pit mining methods.

Concentrate Plant

Mineralized material from the Coosa Graphite Deposit is projected to have an average grade of 3.2%approximately 3.04% Cg, and is expected to contain impurities consisting of quartz, muscovite, iron oxides and calcite. Most of the impurities are present on the surfaces of the graphite flakes and can be easily removed during a metallurgical process known as flotation. Flotation processing maximizes the removal of these impurities while avoiding degradation of graphite flakes.

Further development work at the Coosa Graphite Deposit is expected to result in the design and a construction of a milling and concentration plant.

Products and Business Development

The Company is working to develop products for potential major battery markets. Based on discussions with potential customers, Westwater will focus on the production of ULTRA-CSPG™ and SPG fines during Phase I of the CoosaKellyton Graphite Plant and expects to evaluate the production of additional products in Phase II, subject to market demand and customer interest.

Regulation

Graphite extraction and processing is regulated by the federal and state governments. Compliance with such regulations has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been, and are expected to relate to, obtaining licenses and operating permits from federal and state agencies before the commencement of production activities, as well as the cost for maintainingcontinuing compliance with licenses and permits once they have been issued. The current environmental and technical regulatory requirements for the graphite extraction and processing industry are well established.  However, the regulatory process can make permitting difficult and timing unpredictable.

U.S. regulations pertaining to graphite extraction and processing may evolve in the U.S. However, at this time we do not anticipate any adverse impact from these regulations that would be unique to our operations.

Kellyton Graphite Plant

For construction and operations of the Kellyton Graphite Plant, the Company is required to obtain permits related to air emissions, water discharge, storm water drainage, and possibly other regulated waste.  On January 31, 2022, Westwater announced that it had received its National Pollutant Discharge Elimination System (“NPDES”) construction stormwater permit, which was required to commence site grading for the Kellyton Graphite Plant. The NPDES permit has been issued by the State of Alabama under NPDES to ensure Westwater’s construction efforts comply with the Federal Clean Water Act as it relates to regulated disturbances and any stormwater runoff from the Kellyton Graphite Plant site.

In June 2022 and August 2022, the Company received its air permit and its State Indirect Discharge (“SID”) permit for the treatment of wastewater from the Alabama Department of Environmental Management, respectively.  Consequently, the Company has all necessary permits to complete the construction of Phase I of the Kellyton Graphite Plant.

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Coosa Graphite Deposit

Graphite mining and processing in Alabama requires various permits, including those for any emissions to air, water, or other aspects of the environment.   Permits may be required from the State of Alabama, the U.S. Environmental Protection Agency, the Army Corps of Engineers, and other Statestate and Federal Agencies as identified infederal agencies.  Specifically, to mine the Company’s DFS.  Specifically for the mine,Coosa Graphite Deposit, permits may be required in accordance with the Alabama Surface Mining Act of 1969, which is administratedadministered by the Alabama Department of Labor (“DoL”). DoL issues mining permits, ensures that mine sites are properly bonded for reclamation purposes, and makes periodic inspections. The Company is currently in the process of determining the requirements for posting surety or negotiable bonds related to the area to be disturbed.  Future mining operations at the Coosa Graphite Deposit may be subject to the USU.S. National Environmental Policy Act process, with potential review by various federal agencies that may include USthe U.S. Environmental Protection Agency, the Army Corp of Engineers, and others.

In Alabama, any surface or groundwater withdrawals are managed through the Alabama Water Use Reporting Program. The Alabama Water Resources Act and associated regulations establish the requirements for water withdrawals.

The Company is also required to obtain a Surface Indirect Discharge permit, which will allow the Company to utilize the municipal water treatment facility for wastewater discharges from the Coosa Plant.  This permit is expected to be applied for and received in 2022.  detailed mine plan.

CORE VALUES AND ENVIRONMENT, SOCIAL AND GOVERNANCE (“ESG”) CONSIDERATIONS

Westwater operates according to itsWestwater’s core values which incorporatesincorporate ESG principles:principles and drive our business and operations.  Westwater’s core values are:

The Company works to be a good corporate citizen and to safeguard our employees, operations, neighbors and the local communities wherein which our employees and stakeholders live and work.

As these core values apply to our daily work, ESG criteria are applied to our decisions and actions.  Further, Westwater intends to report its sustainability in accordance with the applicable guidelines established by the Sustainability Accounting Standards Board (“SASB”).  The SASB is an independent, private sector standards-setting organization dedicated to enhancing the efficiency of the capital markets by fostering high-quality disclosure of material sustainability information.

Environmental Criteria and Actions

The DFS for Phase I of the CoosaKellyton Graphite Plant was completed in October 2021. As part of the DFS, we have defined the raw material inputs, energy inputs, product streams, and waste streams, including air, water, solids and heat, for processing our graphite into battery products.  Integrated into these input and output streams, we are defining methods of minimizingreducing impacts to our environment, including:

Greenhouse gas emissions: Estimates are being quantified and are expected to be finalized through detailed design work.  Operations forDuring the testing and commissioning of Phase I of the CoosaKellyton Graphite Plant, are expectedWestwater expects to begin during the first half of 2023.  At that time, Westwater will begincommence monitoring, measuring, and to begin continuous improvement efforts related to its greenhouse gas emissions.  

Air quality: Estimates are being quantified and are expected to be finalized through detailed design work.in 2023.

Wastewater management: We expect that the CoosaKellyton Graphite Plant will not have surface water connections to waters of the United States, nor are there any such jurisdictional waters of the United States at the CoosaKellyton Graphite Plant.  WestwaterIn August 2022, the Company received its SID permit for the treatment of wastewater from the Alabama Department of Environmental Management.  Under the SID, the Company provides an agreed upon wastewater profile to be processed by the local wastewater treatment plant.  The Company plans to pretreat the wastewater from the CoosaKellyton Graphite Plant through recycling, neutralizing and filtering to ensure it meets local wastewater disposal requirements.  Estimates are being quantified and are expected to be finalized through detailed design work.the requirements under the SID.

Social Criteria and Actions

As part of our Kellyton Graphite Plant design and analysis we are evaluating community needs, with input from the local stakeholders, and our ability to support them – whether in education, infrastructure, or in other ways applicable to community needs.  Through the Alabama Industrial Training (“AIDT”) program, the Company is eligible to receive a cash reimbursement for the design of a customized plan for the recruitment, screening, and training new employees. In addition to the cash reimbursement for training, AIDT offers in-kind services, which includes items such as assistance with a pre-employment selection system, maintenance assessments, safety assistance and training, and robotic and programable logic controller automation training.  

During 2022, Westwater held “townhall” meetings with the local community in Coosa County, Alabama, to maintain open and transparent communication as well as to hear and work to address any concerns of the community.  In April, the Company held a groundbreaking ceremony that was attended by state and local government officials and business leaders. In addition, the Company participated in a community service project, in July, to help with general cleanup of a local school.  The Company also hosted a first responders luncheon in October that included a tour of the Kellyton Graphite Plant for over 100 first responders and local officials to show appreciation to those helping within the local community.

Westwater has a strong history in social license. The Company has spent the last eight years providing scholarships to family members of the Cebolleta and Juan Tafoya Land Grants in New Mexico.Mexico, where we previously had operations.  We have supported this scholarship effort over the years to ensure that young people are afforded an opportunity to attend colleges and universities.  As a result of this work, students in Veterinary Medicine, Mining Engineering, Nursing, Pharmacology, Criminal Justice and Business Management have been able to further their education.

As part of our Coosa Project design and analysis we are evaluating community needs, with input from the local stakeholders, and our ability to satisfy them – whether in education, infrastructure, or in other ways applicable to community needs.  Through the Alabama Industrial Training (“AIDT”) program, the Company is eligible to receive a cash reimbursement for the design of a customized training plan and process for recruitment, screening, and training new employees. In addition to the cash reimbursement for training, AIDT offers in-kind services, which includes items such as assistance with a pre-employment selection system, maintenance assessments, safety assistance and training, and robotic and programable logic controller automation training.  We seek to understand and minimize negative impacts to all of our stakeholders.  During 2021, Westwater has held a number of “townhall” meetings with the local community in Coosa County, Alabama, to maintain open and transparent communication as well as to hear and address any concerns of the community.  Westwater team members also hold memberships in the Coosa Riverkeepers and the Lake Martin Watch community group.

Westwater Team and Culture (Human Capital)

Our team and culture are keys to our success. Management aims to foster a diverse, equitable and inclusive culture.  We believe that a diverse workforce provides different viewpoints on business strategy, risk and innovation. We are committed to fostering solid relationships with all members of our workforce based on trust, treating workers fairly and providing them with safe and healthy working conditions. Our team is defined by a commitment to our mission, vision, and values, which includes providing a great place to work for teammates, being a good neighbor in the communities where we work and live, and being a good steward for our investors.

Westwater’s Board of Directors and management team has focused on hiring, succession planning and talent development to produce a strong and stable team. To that end, after a comprehensive search process that yielded many highly qualified candidates, Westwater hired Chad M. PotterOn January 16, 2023, the Board of Directors appointed Frank Bakker as Westwater’s Chief Operating Officer on August 2, 2021. On February 7, 2022, following the announced retirement of Christopher M. Jones, President and Chief Executive Officer of the Company, the Board of Directors electedOfficer.  Mr. Potter President and Chief Executive Officer effective February 26, 2022.  Mr. PotterBakker is an experienced executive with a proven track record in engineering, project management, and plant construction and operations leader, whose unique skillsfor large-scale process facilities that produce a wide variety of industrial products. Mr. Bakker has built and experience will be instrumental in leading Westwateroperated a number of processing plants that process ammonia, elastomers, methanol, and its subsidiaries throughresins. Since the fall of 2022, Mr. Bakker has been managing the construction development, and future operationactivities at the Coosa Project. The addition of Mr. Potter will help position Westwater’s American-made battery graphite operations as best in class with a focus on safety, quality, integrity, and the protection of our environment.Kellyton Graphite Plant.

Further, onOn May 10, 2021, after completing a comprehensive search process, Westwater hired Steven M. Cates as Westwater’s Chief Accounting Officer and Controller.  On June 23, 2022, following the announced retirement of Jeffrey L. Vigil, Chief Financial Officer and Vice President of Finance of the Company, the Board of Directors elected Mr. Cates

including financial support to those wishing to obtain advance degrees, andas well as leadership seminars and training. We have, to date, provided key financial support that resulted in college degrees for three of our employees, or about 10% of our workforce.

Governance Criteria and Factors

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Board of Directors

The Company’s business and affairs are overseen by the Board pursuant to the Delaware General Corporation Law and the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”).charter documents. Members of the Board are kept informed of the Company’s business through discussions with the President and Chief Executive Officer and key members of management, by reviewing materials provided to them and by participating in Board and Committee meetings. All members of the Board are elected annually by the stockholders.

Regular attendance at Board meetings and the Annual Meeting of Stockholders is expected of each director. Our Board held 1510 meetings during 2021. No director2022. All directors attended fewer than 75%all meetings of the total number of Board and applicable Committee meetings (heldCommittees held during the period that such director served)served in 2021.2022. The independent directors met in executive session at several of the Board meetings held in 2021.2022. All of the directors in office at the time attended the 20212022 Annual Meeting of Stockholders.

Board Leadership Structure

The Company’s governing documents allow the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. Currently, Mr.Terence J. Cryan serves as Executive Chairman and Mr. JonesFrank Bakker serves as Chief Executive Officer. Effective February 26, 2022, Mr. Cryan will become Executive Chairman of the Company.

Safety and Sustainability Committee (previously the Health, Safety, and Environmental Committee)

We have methods in place to ensure we do our job to integrate and govern ESG work in our business.  We have a Safety and Sustainability Committee reportingthat reports directly to the entire Board of Directors of Westwater.  The Safety and Sustainability Committee held one meetingtwo meetings in 2021.  On May 21, 2021, the former Health, Safety and Environmental Committee was renamed by the Board as the Safety and Sustainability Committee, and a new2022.  The Committee’s charter was adopted that reads, in part:

The Committee’s primary purposes are to:

We haveThe Safety and Sustainability Committee has direct experience in managing ISO 14001 Environmental Management Systems (“EMS”). These systems are designed to provide for reliable performance in sustainable management of businesses.  We are committed to the continual improvement of the EMS, according to compliance obligations, by following the principles and requirement of ISO 14001.  After the completion of our Phase I DFS, management has designed ISO 14001 based management systems to facilitate and govern our environmental performance.  This effort includes the establishment of a preliminary set of metrics for measuring that performance.

Audit Committee

We have a separately-designated Audit Committee composed solely of independent directors. The Audit Committee held four meetings in 2021.2022.

The Audit Committee’s primary responsibilities are to:

Compensation Committee

The Compensation Committee held fivethree meetings and had several informal discussions in 2021.2022. The Compensation Committee is responsible for assisting the Board in setting the compensation of the Company’s directors and executive officers and administering and implementing the Company’s incentive compensation plans and equity-based plans. See Item 11. Executive Compensation in this annual report for further discussion

The Nominating and Corporate Governance Committee of the Board identifies director candidates based on input provided by a number of sources, including members of the Nominating and Corporate Governance Committee, other directors, our stockholders, members of management and third parties. The Nominating and Corporate Governance Committee does not distinguish between nominees recommended by our stockholders and those recommended by other parties. Any stockholder recommendation must be sent to the Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, and must include detailed background information regarding the suggested candidate that demonstrates how the individual meets the Board membership criteria discussed below. The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.

As part of the identification process, the Nominating and Corporate Governance Committee takes into account each candidate’s business and professional skills, experience serving in management or on the board of directors of companies similar to the Company, financial literacy, independence, personal integrity and judgment. In conducting this assessment, the Nominating and Corporate Governance Committee will, in connection with its assessment and recommendation of candidates for director, consider diversity (including, but not limited to, gender, race, ethnicity, age, experience and skills) and such other factors as it deems appropriate given the then-current and anticipated future needs of the Board and the Company, and to maintain a balance of perspectives, qualifications, qualities and skills on the Board. The Board does not have a formal diversity policy for directors. However, the Board is committed to an inclusive membership. Although the Nominating and Corporate Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process. Incumbent directors who are being considered for re-nomination are re-evaluated both on their performance as directors and their continued ability to meet the required qualifications.

Board Diversity

Westwater’s Board of Directors is comprised of fourfive directors, three of whom are independent, directors, and currently has a 50/50diverse gender representation of the independent directors.representation.  In 2021, Westwater was acknowledged by, and received an award from, BoardConnect by the Women’s Leadership foundationFoundation for achieving gender balance on its Board of Directors.  Westwater is currently one of only eight public companies in Colorado to have achieved this balance.

Covid-19

The COVID-19 pandemic has not had a significant impact on Westwater’s corporate business activities. Prior to March 1, 2021, Westwater reduced utilization of its offices and instituted remote working arrangements to ensure that some employees were able to work remotely using systems that already were in place. On March 1, 2021, Westwater reopened its Centennial, Colorado corporate facilityofficers and allowed employees to return to the office to work together with appropriate health protocols in place. Westwater’s continued focus on the health and safety of employees, the safety of operations, and the safety of the communities in which our employees live and work remains paramount. To that end, Westwater has continued to restrict unnecessary travel, and ensured that employees are permitted to take time off due to illness or the illness of those around them without penalty.

ITEM 1A. RISK FACTORS

Our business activities are subject to significant risks, including those described below. Every investor or potential investor in our securities should carefully consider these risks. If any of the described risks actually occurs, our business, financial position and results of operations could be materially adversely affected. Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business.

Risks Related to Our Business

There is substantial doubt about our ability to continue as a going concern.

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The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. This assumes continuing operations and the realization of assets and liabilities in the normal course of business.

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We have incurred significant losses since ceasing production of uranium in 2009 and expect to continue to incur losses as a result of costs and expenses related to maintaining our properties and general and administrative expenses. As of December 31, 2022, we had a net working capital of approximately $51.0 million, cash of approximately $75.2 million and an accumulated deficit of approximately $353.3 million. As a result of our evaluation of the Company’s liquidity for the next twelve months, we have included a discussion about our ability to continue as a going concern in our consolidated financial statements, and our independent auditor’s report for year ended December 31, 2022 includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” Our capital needs have, in recent years, been funded through sales of our debt and equity securities. In the event that we are unable to raise sufficient additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition, long-term prospects and ability to continue as a viable business.

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Our business could be negatively impacted by inflationary pressures, which may result in increased costs of operations and negatively impact our ability to access capital.

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The U.S. has experienced rising inflation in 2022 and U.S. inflation is currently at a 40-year high. This inflation has resulted in an increase in our costs for labor, services, and materials. Further, our suppliers face inflationary impacts such as the tight labor market and supply chain disruptions, that could increase the costs to construct and commission the Kellyton Graphite Plant, explore and develop the Coosa Graphite Deposit, and conduct our day-to-day operations. The rate and scope of these various inflationary factors may increase our operating costs materially, which may not be readily recoverable, and have an adverse effect on our costs, operating margins, results of operations and financial condition.

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Further, sustained inflation has caused and may continue to cause the Federal Reserve Board to raise the target for the federal funds rate, which correspondingly causes an increase in interest rates.  Increased interest rates could have a negative effect on the securities markets generally which may, in turn, have a material adverse effect on the Company’s

approvals, approvals; pollution discharge permits,permits; work safety approvalsapprovals; and the completion of inspection and acceptance by relevant authorities. As a result, weconstruction and operation of the Kellyton Graphite Plant may be subject to administrative uncertainty, fines or the suspension of work on such projects.

Construction delays related to the CoosaKellyton Graphite Plant or failure to operate the CoosaKellyton Graphite Plant in accordance with agreements with the State of Alabama and local municipalities could result in the loss of otherwise available tax credits and incentives.  

To the extent we are unable to successfully complete construction on timeDelays or at all, our ability to develop the Coosa Project could be adversely affected, which in turn could have a material adverse effect on our business, growth prospects, results of operations and financial condition.

The Company may incur unexpected costs or delays in the construction of the Coosa Plant.

The Company is in the process of developing and constructing the Coosa Plant.  The completion of the Coosa Plant without delays or significant cost overruns involves substantial risks that may occur, including the accuracy ofcould also result from inaccuracies in the estimates and findings in the DFS; successfuldifficulties in negotiation of construction contracts; challenges with managing contractors and vendors; subcontractor performance; adverse weather conditions and natural disasters; contractor and/or vendor delays; increased costs, shortages, or inconsistent quality of equipment, materials, and labor; delays due to judicial or regulatory action; nonperformance under construction or other agreements; engineering or design problems; negative impacts of the COVID-19 pandemic or future pandemic health events; work stoppages; continued public and policymaker support for the project; environmental and geological conditions; andor challenges with start-up activities and operational performance.  Additionally,

To the Coosaextent we are unable to successfully complete construction on time or at all, our ability to develop the Kellyton Graphite Plant includes the Company’s improved method for purificationcould be adversely affected, which in turn could have a material adverse effect on our business, growth prospects, results of graphite concentrateoperations and is a design process that has not previously been constructed.financial condition.

The Company is not producing any products at a commercial scale at this time. As a result, we do not currently have a reliable source of operating cash. If we cannot successfully transition to commercial scale production of graphite and vanadium, partner with another company that has cash resources, find other means of generating and/or access additional sources of private or public capital, we may not be able to remain in business.

We do not have a committed source of financing for the development of our graphite or vanadium projects. Pursuant to our DFS,While we have spent approximately $55.3 million through December 31, 2022, the remaining capital expenditures to construct Phase I of the CoosaKellyton Graphite Plant are currently estimated at approximately $198$215.7 million, which amount has increased as a result of the optimization of Phase I of the Kellyton Graphite Plant, and delays in constructing the commercial scale processing facility and other cost overruns may increase that estimate significantly.estimate. As of December 31, 2021,2022, we have approximately $115.3$75.2 million in cash, and there can be no assurance that we will be able to obtain financing on commercially reasonable terms, if at all, for the remainder of the amount needed to construct Phase I of the CoosaKellyton Graphite Plant or develop our properties. Our inability to construct the CoosaKellyton Graphite Plant or develop our properties would have a material adverse effect on our future operations.

We have incurred losses and have had no revenue from operations since 2009, and we expect to continue to incur losses until the Kellyton Graphite Plant becomes operational, which is anticipated to occur in the foreseeable future.2024 but could be subject to delays. We have no way to generate cash inflows outside of financing activities and we will continue to incur operating losses until we begin graphite and/or vanadium production on a scale sufficient to generate revenues to fund continuing operations, which cannot be assured. Our future production of purified graphite productionproducts is dependent on completion of the CoosaKellyton Graphite Plant and successful implementation of graphite purification technology. Our future mining of graphite and vanadium production is dependent upon the completion of an evaluation plan that will assess the amount, location and size of graphite and vanadium concentrations at our Coosa Deposit in Alabama.Graphite Deposit. We can provide no assurance that we will successfully produce graphite or vanadium on a commercial scale, that our properties will be placed into production or that we will be able to continue to find, develop, acquire and finance additional mineral resources or reserves. If we fail to reach commercial scale production and cannot find other means of generating revenue other than producing graphite and

of natural flake graphite, which may increase substantially as the demand for graphite increases. In addition, the Company’s graphite and vanadium exploration and development activities may be significantly adversely affected by volatility in the price of graphite or vanadium. The success of our mining operations and ability to achieve positive cash flow is dependent on our ability to develop our properties and then operate them at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. Any profit will necessarily be dependent upon, and affected by, the long and short-term market prices of graphite and vanadium. Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company’s graphite and vanadium activities not producing an adequate return on invested capital to be profitable or viable. In addition, a significant, sustained drop in graphite and vanadium prices would cause us to recognize impairment of the carrying value of our graphite and vanadium or other assets, which could have an adverse impact on the Company’s financial conditions and results of operations

Our operations are subject to environmental risks.

We are required to comply with environmental protection laws, regulations and permitting requirements in the United States, and we anticipate that we will be required to continue to do so in the future in connection with the construction and operations at our Kellyton Graphite Plant and Coosa Project.Graphite Deposit. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements, and we anticipate that we will be required to continue to do so in the future. The material environmental laws and regulations within the U.S. include the Clean Air Act, Clean Water Act, Safe Drinking Water Act, Federal Land Policy Management Act, National Park System Mining Regulations Act, the State Mined Land Reclamation Acts, orand State Department of Environmental Quality regulations, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations of the NEPA, the National Pollution Discharge Elimination System (NPDES) and Section 404 of the Clean Water Act (CWA) as applicable.

We cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation, generally, is toward stricter standards, and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, reclamation, waste handling and disposal, the protection of certain species, the preservation of certain lands, and epidemics and pandemics to the degree they impact us or our activities. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect our results of operations and business or may cause material changes or delay to our intended activities.

Our operations may require additional analysis in the future including environmental, cultural and social impact and other related studies. Certain activities require the submission and approval of environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. We cannot provide assurance that we will be able to obtain or maintain all necessary permits that may be required to continue our operation or exploration of our properties or, if feasible, to commence development, construction or operation of production or mining facilities at such properties on terms which enable operations to be conducted at economically justifiable costs. If we are unable to obtain or maintain permits or water rights for development of our properties or otherwise fail to manage adequately future environmental issues, our operations could be materially and adversely affected.

Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have.  If we are unable to compete effectively in any of these areas, our ability to operate could be materially and adversely affected.

Because we have limited capital, inherent manufacturing and mining risks pose a significant threat to us compared with our larger competitors.

Because we have limited capital, we may be unable to withstand significant losses that can result from inherent risks associated with manufacturing and mining activities, including environmental hazards, industrial accidents, flooding, earthquake, pandemics, interruptions due to weather conditions and other acts of nature whichthat larger competitors could more easily withstand. Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

We are dependent on experts and subject to workforce factors that could affect operations.

Our business and mineral exploration and processing programs depend upon our ability to employ the services of geologists, engineers and other experts. In operating our business and in order to continue our projects,operations, we compete for the services of professionals with other mineral exploration and processing companies and businesses.businesses for the services of professionals. Our ability to maintain and expand our business and continue our development of the Kellyton Graphite Plant and the Coosa ProjectGraphite Deposit may be impaired if we are unable to continue to engage those parties currently providing services and expertise to us or identify and engage other qualified personnel to do so in their place.

We must attract, train and retain a workforce to meet future needs for the development of the Kellyton Graphite Plant and the Coosa Project.Graphite Deposit.  To retain key employees, we may face increased compensation costs, including potential new incentive stock incentive grants and there can be no assurance that the incentive measures we implement will be successful in helping us retain our key personnel.  Increased costs and reduced supply of labor may lead to operating challenges.  Failure to hire and adequately train employees and retain key employees may adversely affect the Company’s ability to manage and operate its business.

Our patentspatent and other protective measures may not adequately protect our proprietary intellectual property, and we may be infringing on the rights of others.

Our intellectual property particularlyis directed to our proprietary rights to an improved method for the purification of graphite concentrate, is critical to our success.concentrate. We have filed patent applications in the United States, and we generally enter into confidentiality and invention agreements with our employees and consultants. We cannot assurecan make no assurances that a patent application will result in an issued patent and our failure to secure rights under the patent application may limit our ability to protect the intellectual property rights at the core of our proposed graphite production business. In addition, such patent protection and agreements and various other measures we take to protect our intellectual property from use by others may not be effective for various reasons generally applicable to patents and their granting and enforcement. In addition, the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may be expensive. Our inability to protect our proprietary intellectual property rights or gain a competitive advantage from such rights could harm our ability to generate revenues and, as a result, our business and operations.

We could also become subject to litigation claiming that our intellectual property or proprietary information infringes the rights of a third party. In that event, we could incur substantial defense costs and, if such litigation is successful, we could be required to pay the claimant damages and royalties for our past and future use of such intellectual property or proprietary information, or we could be prohibited from using it in the future, which could prevent us from pursuing our graphite production business, or we could be required to modify our process and facilities. Our inability to use our

Pandemics, epidemics or disease outbreaks, including the novel coronavirus (COVID-19 virus), may disrupt our business, supply chains and the business of our business partners, which could materially affect our operations, liquidity and results of operations.

We face various risks related to health epidemics, pandemics and similar outbreaks, including the global outbreak of coronavirus disease 2019 (“COVID-19”). The continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts our access to capital. If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions in connection with the COVID-19 pandemic, our operations will likely be impacted. In addition, our costs may increase as a result of the COVID-19 outbreak. These cost increases may not be fully recoverable or adequately covered by insurance.

It is possible that the continued spread of COVID-19 could also further cause disruption in our supply chains, adversely affect our business partners, delay our plans to advance our commercial facilities or cause other unpredictable events. We continue to work with our stakeholders to address this global pandemic responsibly. In addition, we continue to monitor the situation, to assess further possible implications to our business, and to take actions in an effort to mitigate adverse consequences. We cannot at this time predict the impact of the  The COVID-19 pandemic but it could have material adverse effects oncontinues to evolve, and the extent to which the pandemic may impact our business, financial position,condition, liquidity, results of operations and/or cash flows.and prospects will depend highly on future developments, which are very uncertain and cannot be predicted with confidence.

The timing and amount of compensation relating to the revocation of the mining and exploration licenses for our Temrezli and Sefaatli projects is yet to be determined.

On June 20, 2018, the General Directorate of Mining Affairs, a department of the Turkish Ministry of Energy and Natural Resources, notified the Company that the mining and exploration licenses for its Temrezli and Sefaatli projects located in Turkey had been revoked and potential compensation would be proffered. In 2018, Westwater has reached out on numerous occasions to the Turkish government to resolve this dispute amicably, to reinstate the licenses and to remedy its unlawful actions, but to no avail. As a result, on December 13, 2018 Westwater filed a Request for Arbitration against the Republic of Turkey before the International Centre for the Settlement of Investment Disputes (“ICSID”), pursuant to the Treaty between the United States of America and the Republic of Turkey concerning the Reciprocal Encouragement and Protection of Investments, seeking damages and other relief. On December 21, 2018, ICSID advised that it had formally “registered” the Request for Arbitration. On March 11, 2020, Turkey filed a request to bifurcate the arbitration proceeding, and on March 30, 2020, Westwater filed a response in opposition to Turkey’s request for bifurcation. On April 28, 2020, the arbitral tribunal denied Turkey’s bifurcation request. On May 13, 2020, Turkey filed with the arbitral tribunal a request, which Westwater elected not to oppose, to extend the date on which their Counter-Memorial must be filed (and to change dates for subsequent pleadings as well as document production and witness identification deadlines), which the tribunal approved on June 3, 2020. As a result of these decisions by the tribunal, Turkey filed its Counter-Memorial on September 14, 2020. The hearing on the substantive issues and damages occurred in the third quarter of 2021.  The2021 and the Company does not expectis awaiting a formal ruling on the matter until the second half of 2022.matter.

While the Company intends to continue to seek full and fair compensation for the licenses through arbitration with ICSID, the timing of such compensation iscannot yet to be determined. In addition, the Company can provide no assurance about the amount of compensation, if any, and an adverse result could have an adverse impact on the Company’s financial conditions and results of operations.

labor strikes; availability of drilling rigs; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. Most exploration projects do not result in the discovery of commercially mineable deposits of minerals and there can be no assurance that any of our exploration stage properties will be commercially mineable or can be brought into production.

The size and extent of the Company’s vanadium mineral reserves at the Coosa ProjectGraphite Deposit is unknown and may not be in sufficient quantities to make its extraction and processing economically feasible.

The Company discovered vanadium concentrations at the Coosa Graphite Deposit and is executing an exploration plan to further investigate the size and extent of those concentrations. While there can be no assurance that the size and extent of those concentrations will end up being economically feasible, even if the Company finds vanadium in sufficient quantities to warrant recovery, it ultimately may not be recoverable. Finally, even if any vanadium is recoverable, the Company does not know whether recovery can be done at a profit. Our vanadium activities are highly prospective, face a high risk of failure and may not result in any benefit to the Company.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration ventures and the high rate of failure of such ventures. The likelihood of success of the Company’s vanadium exploration activities must be considered in light of the potential problems, expenses, difficulties, complications and delays encountered in connection with the exploration of new mineral properties. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. The expenditures to be made by the Company in the exploration of its new vanadium claims may not result in the discovery of new vanadium deposits. Problems such as unusual or unexpected formations and other conditions are involvedencountered in new mineral exploration and often result in unsuccessful exploration efforts. If the results of the Company’s new exploration ventures do not reveal viable commercial mineralization, it may decide to abandon its claims. If this happens, the Company will not benefit from any of the expenditures it will incur in pursuing the claims.

indemnities and exemptions from liability may be ineffective. If any of our properties are found to have commercial quantities of minerals, we would be subject to additional risks respecting any development and production activities.

Although we carry property and liability insurance with respect to our mineral development and exploration operations, we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards against which we cannot insure or against which we may elect not to insure because of cost or other business reasons. In addition, the insurance industry is undergoing change and premiums are being increased. If we are unableincreasing. Material uninsured environmental or similar liabilities could cause us to procure adequate insurance because of cost, unavailability or otherwise, we might be forced to cease operations.

Title to the Coosa Graphite Deposit may be subject to defects in title or other claims, which could affect our property rights and claims.

There are risks that title to the Coosa Graphite Deposit may be challenged or impugned. There may be valid challenges to the title of the Coosa Graphite Deposit which, if successful, could impair development or operations. This is particularly the case because we hold our interest solely through a lease,leases, as such interest is substantially based on contract as opposed to a direct interest in the property.

The lease agreements pursuant to which the Company has interests in the Coosa Graphite Deposit provide that the Company must make a series of cash payments over certain time periods. Failure by the Company to make such payments in a timely fashion may result in the Company losing its interest in the Coosa Graphite Deposit. There can be no assurance that the Company will have, or be able to obtain, the necessary financial resources to be able to maintain the lease agreements in good standing, or to be able to comply with all of its obligations thereunder, which could result in the Company forfeiting its interest in the Coosa Graphite Deposit.

The Company has no history of paying dividends on its common stock, and we do not anticipate paying dividends in the foreseeable future.

The Company has not previously paid dividends on its common stock. We currently anticipate that we will retain all of our available cash, if any, for use as working capital and for other general corporate purposes. Any payment of future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our Board of Directors deems relevant. Investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.

Terms of subsequent financings may adversely impact holders of our securities.

In order to finance our future production plans and working capital needs, we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, holders of our securities’ rights and the value of their investment in our common stock could be reduced. A financing could involve one or more types of securities including common stock, convertible debt or warrants to acquire common stock. These securities could be issued at or below the then prevailing market price for our common stock. We currently have no authorized preferred stock. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be priorsenior to the rights of holders of our other securities until the debt is paid. Interest on these debt securities would increase financing and interest costs and could negatively our impact our operating results. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted.

On January 27, 2020, Westwater filed its Memorial, which is a document that sets out Westwater’s case. On March 11, 2020, Turkey filed a request to bifurcate the arbitration proceeding, and on March 30, 2020, Westwater filed a response in opposition to Turkey's request for bifurcation. In Procedural Order #2 issued on April 28, 2020, the arbitral tribunal denied Turkey’s bifurcation request. On May 13, 2020, Turkey filed with the arbitral tribunal a request which Westwater elected not to oppose, to extend the date on which their Counter-Memorial must be filed (and to change dates for subsequent pleadings as well as document production and witness identification deadlines), which the arbitral tribunal approved on June 3, 2020. As a result of these decisions by the tribunal, Turkey filed its Counter-Memorial on September 14, 2020. Westwater filed its reply to the Counter-Memorial on March 17, 2021. The hearing on the substantive issues was conducted during the week of September 13-17, 2021.

On March 3, 2023, the arbitral tribunal issued its final award in the proceeding.  The Company doestribunal agreed with Westwater that Westwater’s investment in Turkey was protected by the Treaty, and that Turkey’s cancellation of Adur’s licenses amounted to an expropriation of Westwater’s investment in violation of Turkey’s obligations under the Treaty.  The tribunal disagreed with Westwater’s projections of what its investment was worth and how much the investment would have returned if Turkey had not expectcancelled the licenses. The tribunal’s award requires Turkey to pay Westwater a formal ruling ontotal of approximately $1.3 million in damages, to reimburse Westwater for its fees, expenses and costs of the matter until the second half of 2022.arbitration amounting to approximately $3.7 million, and to pay interest in an amount yet to be determined.

OTHER

The Company is subject to periodic inspection by certain regulatory agencies for the purpose of determining compliance by the Company with the conditions of its permits and licenses. In the ordinary course of business, minor violations may occur; however, these are not expected to result in material expenditures or have any other material adverse effect on the Company.

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ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

STOCK INFORMATION

Our common stock is traded on the NYSE American Capital Market under the symbol “WWR.” As of February 7, 2021,28, 2023, there were 10576 holders of record of our common stock.

We have never paid any cash or other dividends on our common stock, and we do not anticipate paying dividends for the foreseeable future. We expect to retain our earnings, if any, for the growth and development of our business. Any future determination to declare dividends will be made at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board of Directors may consider relevant.

ITEM 6. [RESERVED]

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INTRODUCTION

Westwater Resources, Inc., originally incorporated in 1977, is a 44-year-old publican energy technology company focused on developing battery-grade natural graphite materials. Westwater now is focused on battery-grade natural graphite materials aftersince its acquisition of Alabama Graphite in April 2018. Combined withAlabama Graphite holds mineral rights to explore and potentially mine the anticipatedCoosa Graphite Deposit.  AGP, a wholly owned subsidiary of Westwater Resources, continued construction activities related to Phase I of the CoosaKellyton Graphite Plant near Kellyton,and in April of 2022 Alabama Graphite completed the Company is executing aninitial drilling stage of its exploration planprogram to further investigate the size and extent of both graphite and vanadium mineral concentrations at the Coosa Deposit, located near Rockford, Alabama, and to increase our knowledge of the deposit as a whole.Graphite Deposit.

SUMMARY OF RECENT DEVELOPMENTS

Construction and Financing Progress on Phase I of the Kellyton Graphite Plant

Construction activities in 2022 consisted of selecting a general contractor, completing earthwork and site grading, and continuing engineering and design work.  In October 2021, Westwater2022, the Company also installed underground utilities, completed building foundations, and began erecting three of the five manufacturing buildings of the Kellyton Graphite Plant. Construction activity during the year also included receipt of certain long-lead equipment items.  

In response to increasing customer demand and market conditions, the Company has completed an optimization of the original DFS to increase the expected production for Phase I of the CoosaKellyton Graphite Plant.  The DFS definedAs a result of this optimization, the key technological componentsCompany now expects production capacity for the Phase I of the CoosaKellyton Graphite Plant assessedof 16,000 mt per year, and expected CSPG production of 7,500 mt per year.  The Company now estimates the processes, equipmenttotal costs for Phase I construction to be approximately $271 million compared to the original estimate of $202 million.  Further, the Company now expects to begin testing and facilities required,commissioning of Phase I in late 2023, and providedfirst production to occur in the designfirst half of 2024, subject to securing the additional funding to complete construction.  Additionally, we expect to complete the Phase I optimization in the second half of 2024 to increase the expected production capacity of Phase I of the CoosaKellyton Graphite Plant. The DFS also affirmed management’s evaluationAs of December 31, 2022, and assessmentinclusive of liabilities at December 31, 2022, the Company has incurred approximately $76.4 million of the entire project and its associated financial investment. Phase I of the Coosa Plant is expectedcost to produce 3,700 mt of ULTRA-CSPG™ per year, and 3,800 mt of SPG Fines per year for 35 years.  Phase I production is anticipated to commence in 2023.  Phase II of the Coosa Plant is expected to increase production to 15,800 mt of ULTRA-CSPG™  and 16,600 mt of SPG Fines per year.   Phase II will be the subject of an updated definitive feasibility study, upon completion and commissioning of Phase I of the Coosa Plant. 

Westwater has contracted with several world-renowned engineering and technology organizations to engineer, procure and construct Phase I of the Coosa Plant, notably:

In November 2021, Westwater established the construction management process and team. Key partnersanticipated to close in the team were hired:  Fite Construction assecond quarter of 2023 subject to completion of due diligence and the construction manager; and Samuels Engineering for engineering and procurement. Construction activities began in December 2021.   We are working to secure other contractors and have focused on ordering specialized equipment that have long lead times from manufacturers that were identified in, and were partnegotiation of final terms. However, no assurance can be given regarding the assurance of closing or the amount of the DFS.

On October 11, 2021, Westwater announcedadditional financing that its Board of Directors approved the purchase of two buildings adjacent to the plant.   The two structures total 90,000 square feet of enclosed space, and will be used for administration, training, lab work and warehousing.  The two structures saved Westwater money and construction time as compared to building them from the ground-up.

Westwater continued exploration activities through 2021 with a drilling program on the Coosa Deposit, which is also designed to evaluate the economic viability of vanadium. Core test samples were sent to independent laboratories for analysis, and the results from the drillingavailable, or whether those amounts will be analyzed and evaluated for inclusion in our resource estimate in 2022.sufficient to meet the Company’s needs. For additional information regarding the Kellyton Graphite Plant see Item 2, Properties.

Also, in 2021 Westwater completed the production of over 13 mt of purified graphite from its pilot program for performance testing. Westwater sent samples​

Engagement with Potential Customers

In 2022, we continued to engage with potential customers. The Company is working with potential customers across a number of markets including automotive companies and lithium-ion battery manufacturers. We continue to operate our pilot program to provide new or additional samples at the request of potential customers. To date, the Company has executed Non-Disclosure Agreements with potential customers and those sampleshas executed five letters of intent across multiple product lines, which are under evaluation. The Westwater sales and marketing team engaged with a number of potential customers, and on November 17, 2021 Westwater announced a Letter of Intent to negotiate the terms for the potential sale of 125-150 mt of CSPG for lithium-ion batteries to a battery materials manufacturer, with delivery currently expected in 2023, subject to the commissioningcustomary conditions and operation of a pilot plant and a full-scale plant by the counterparty, the Company meeting certain quality and packaging specifications and customary conditions.

For additional information related to the recent development above and other 2021 business developments please see “Key Business and Corporate Developmentsbe included in 2021” under Item 1. Description of Business in this Annual Report.

The COVID-19 Pandemic and our Actions to Ensure Safety

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. The pandemic spread outside of China during the first quarter of 2020 and has impacted businesses and economies throughout the world. In the U.S., many state and local governments have, based on local conditions, either recommended or mandated actions to slow the transmission of COVID-19. These measures range from limitations on crowd size to masking to mandatory orders for non-essential citizens to test and quarantine. Borders between many countries have been closed to contain the spread of COVID-19. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

To the extent that the COVID-19 pandemic continues or worsens, including by reason of the emergence of variant strains of the virus, local governments or governmental agencies may impose additional restrictions. The result of COVID-19 and those restrictions could result in a number of adverse impacts to Westwater’s business, including but not limited to additional disruption to the economy, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable. As a result, it may be challenging to obtain and process raw materials to support business needs, and individuals could become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Governments may also impose other laws, regulations or taxes which could adversely impact Westwater’s business, financial condition or results of operations. The potential effects of COVID-19 could also impact Westwater in a number of other ways including, but not limited to, laws and regulations affecting business, the availability of future borrowings, the cost of borrowings, and potential impairment of the carrying value of long-lived tangible assets.

This pandemic, and the uncertain economic conditions it has created, could adversely affect our operations, major facilities, or employees’ health. Westwater has the following priorities while managing business activities during this period of volatility and uncertainty:

Westwater’s corporate business activities are largely unaffected at this time by the COVID-19 pandemic. Prior to March 1, 2021, Westwater reduced utilization of its offices and initiated remote working arrangements to ensure that some employees were able to work remotely using systems that already were in place. On March 1, 2021, Westwater reopened its Centennial corporate facility and allowed employees to return to the office to work together with appropriate health protocols in place. Westwater’s continued focus on the health and safety of employees, the safety of operations, and the safety of the communities in which our employees live and work remains paramount. To that end, Westwater has continued to restrict unnecessary travel, and ensured that employees are permitted to take time off due to illness or the illness of those around them without penalty.

Equity Financings

Capital Raises during the Year ended December 31, 2021

During the year ended December 31, 2021, the Company sold approximately 6.1 million shares of common stock for net proceeds of $34.6 million pursuant to the 2020 Lincoln Park PA. Additionally, the Company sold approximately 10.0 million shares of common stock for net proceeds of $49.5 million pursuant to the ATM Offering Agreement with Cantor. These shares were sold pursuant to a prospectus supplement filed on August 20, 2021, and in accordance with Rule 424(b)(5) as a takedown off the Company’s shelf registration statement, which had been declared effective by the Commission on July 8, 2021.

FINANCIAL POSITION

Operating Activities

Net cash used in operating activities was ($16.9)$13.2 million for the year ended December 31, 2021,2022, as compared with ($15.2)$16.9 million for the prior year. The $1.7$3.7 million increasedecrease in cash used in operating activities was due primarily to increaseddecreased graphite product development, exploration, generalarbitration and administrative, and arbitrationexploration costs.

Investing Activities

Net cash used in investing activities was ($2.1)$52.8 million for the year ended December 31, 2021,2022, as compared with ($4.1)$2.1 million of cash used in investing activities for the prior year.year ended December 31, 2021. The decreaseincrease was primarily athe result of increased capital expenditures related to Phase I of the Kellyton Graphite Plant totaling $52.8 million.  The $2.1 million of cash used in investing activities for the year ended December 31, 2021, was primarily due to capital expenditures of $3.4 million and cash deposits on long-lead equipment items of $2.7 million, both of which primarily related to the construction of Phase I of Kellyton Graphite Plant; offset partially by cash received of $3.6 million, net of fees, related to the sale of enCore common shares in the fourth quarter of 2021; offset by capital expenditures related to Phase I of the Coosa Plant of ($3.4) million and deposits on processing equipment related to Phase I of Coosa Plant of ($2.7) million. The ($4.1) million in cash used in 2020 was primarily related to cash transferred upon the sales of the uranium assets.2021.

Financing Activities

Net cash provided by financing activities was $84.0$25.9 million for the year ended December 31, 20212022 as compared with $63.9$84.0 million in 2020. Cash2021. The cash inflow for both yearsthe year ending December 31, 2022 was from the sales of approximately 13.0 million shares of common stock through the Company’s ATM Offering Agreement.  The cash inflow for the year ended December 31, 2021 was from the sales of 10.0 million shares of common stock through the Company’s ATM Offering Agreement totaling $49.5 million in net cash proceeds, and 6.1 million common shares sold pursuant to the 2020 Lincoln Park PA totaling $34.6 million in net cash proceeds. For the years ended December 31, 2022 and a previous purchase agreement with Lincoln Park which terminated2021, the proceeds received from sales of the Company’s common stock, were primarily used to advance the Company’s graphite business plan, including the construction of Phase I of the Kellyton Graphite Plant, and general operating expenses.  The $58.1 million decrease in May 2020. The $20.0 million increase in 20212022 was primarily due to greater shelf registration capacity with whichlower trading volumes and lower average stock prices in 2022 compared to offer registered shares under the ATM Offering Agreement.2021.

future sales under the ATM Offering Agreement and has 9,700,2529.7 million shares of common stock available for future sales pursuant to the 2020 Lincoln Park PA.

Management believes the Company’s current cash balance is sufficientThe Company has historically and expects to rely on debt and equity financing to fund its planned non-discretionary expenditures through 2022. The Company mayoperations and business plan until operations commence at the Kellyton Graphite Plant. Along with evaluating the continued use of the ATM Offering Agreement and the 2020 Lincoln Park PA, the Company is considering other forms of project financing to supportfund the construction of the Kellyton Graphite Plant, including both Phase I and Phase II. The alternative sources of project financing could include, but are not limited to, project debt, convertible debt, or pursuing a partnership or joint venture. If funds are not available to fund the construction of Phase I of the Kellyton Graphite Plant under the Company’s financing facilities or through alternative financing sources, the Company may be required to reduce or severely curtail operations, change its planned business development strategies related to the Coosa Plant.Graphite Deposit and Phase I of the Kellyton Graphite Plant, alter the construction and commissioning timeline of Phase I of the Kellyton Graphite Plant, or put the construction of Phase I on hold until additional funding is obtained.  If the Company is required to abandon construction and development or alter its intended long-term plans related the Kellyton Graphite Plant, the Company could be required to evaluate the recoverability of its long-lived assets.    

While the Company has utilized its equity facilities to advance its business plan and has been successful in the past in 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 in amounts sufficient to meet its needs, or on terms acceptable to the Company. Stock price volatilityRecent declines in the equity and debt capital markets, rising interest rates, inflation and generally uncertain economic conditions caused by the COVID-19 pandemic, including the recent emergence of variant strains of the virus, could significantly impact the Company’s ability to raise funds throughaccess the necessary funding to advance its business plan.  Further, given the recent decline in the Company’s stock price, trading volume, and the decline in the equity financing. Market conditions, including but notmarkets, the Company’s access to the available capacity on its equity financing facilities may be limited to inflationone-third of its public float.  For additional disclosure, refer to Note 2, Liquidity and supply chain disruptions could adversely impact the planned cost of Phase I of the Coosa Plant. Along with evaluating the continued use of the ATM Offering Agreement and the 2020 Lincoln Park PA, the Company may consider project financing for additional funding neededGoing Concern to complete Phase I of the Coosa Plant. The alternative sources of project financing could include, but are not limited to, convertible debt or pursuing a partnership or joint venture. In the event funds are not available for project financing to complete construction of Phase I of the Coosa Plantthese consolidated financial statements in 2023, the Company expects to be able to fund its non-discretionary expenditures, however, the Company may be required to change its planned business development strategies.this Annual Report on Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies are described in Note 1 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

ACCOUNTING FOR GOVERNMENT GRANTS

On June 22, 2021, AGP entered into incentive agreements with the State of Alabama and local municipalities for the siting of the CoosaKellyton Graphite Plant. The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the processing facility. Additionally, in connection with and in contemplation of the incentive agreements, on July 23, 2021, AGP entered into a land lease with the Lake Martin Area Industrial Development Authority. The lease provides AGP rights to approximately 70 acres to construct and operate its commercial graphite processing facility in Coosa County, Alabama. The lease has a term of 10-years, a nominal lease payment, and transfer of title to AGP at the end of the lease term. Further, the lease provides AGP the option to purchase the land for a nominal amount during the term of the lease. The incentive agreements and the lease are accounted for by the Company as a government grant.

U.S. GAAP does not contain authoritative accounting standards for incentives and grants provided by governmental entities to a for-profit entity. Absent authoritative accounting standards, interpretative guidance issued and

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Westwater Resources, Inc.

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Opinion on the Financial Statements

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We have audited the accompanying consolidated balance sheets of Westwater Resources, Inc. (the “Company”)Company) as of December 31, 20212022 and 2020 and2021, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidatedconsolidated financial statements”)statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 20212022 and 2020,2021, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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Going Concern Uncertainty

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has last recorded revenues from operations in 2009 and has relied on equity financings, debt financings, and asset sales to fund operations. The Company’s current cost spend and planned non-discretionary expenditures exceed cash on hand, and there is no

Critical Audit MatterMatters

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The criticalCritical audit matter communicated below is a mattermatters are matters arising from the current period audit of the consolidated financial statements that waswere communicated or required to be communicated to the audit committee and that (1) relatesrelate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication ofWe determined that there are no critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Accounting Policy for the Land Lease and Incentive Agreements

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As described in Note 4 to the consolidated financial statements, on June 22, 2021, Alabama Graphite Products, LLC (APG), a wholly-owned subsidiary of the Company, entered into incentive agreements with the State of Alabama and local municipalities for the siting of the Company’s planned graphite processing plant in Coosa County, Alabama. The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the processing facility. Additionally, in connection to, and in contemplation of the incentive agreements, on July 23, 2021, AGP entered into a land lease with the Lake Martin Area Industrial Development Authority. The lease provides AGP rights to approximately 70 acres to construct and operate its commercial graphite processing facility in Coosa County, Alabama. The lease has a term of 10-years, a nominal lease payment, and transfer of title to AGP at the end of the lease term. Further, the lease provides AGP the option to purchase the land for a nominal amount during the term of the lease. As described in the Company’s accounting policy in Note 1 to the consolidated financial statements, the incentive agreements and the lease are accounted for by the company as a government grant; whereby the Company realized the fair value of the land of $1.4 million as in increase to property, plant, and equipment with a corresponding obligation recorded in Other long-term liabilities in the consolidated balance sheet at December 31, 2021.

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We identified the Company’s determination of the appropriate accounting policy for the land lease and incentive agreements to be a critical audit matter. The determination of the accounting policy required significant management judgment given the lack of authoritative guidance under accounting principles generally accepted in the United States of America related to grants for for-profit entities.  A high degree of auditor judgment and increased extent of effort was required when performing audit procedures to evaluate the appropriateness of the accounting policy.

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The primary procedures we performed to address this critical audit matter included:

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-We read the executed incentive agreements and land lease, including all amendments and evaluated the Company’s disclosures.

-We obtained management’s accounting analysis and supporting documentation and agreed key terms to the executed agreements and amendments.

-We evaluated management’s application of the accounting literature to the incentive agreements and land lease and the related accounting conclusions, including performing an accounting consultation with our professional practice group.

-We evaluated management’s assumptions about the achievement of conditions for recognition in the consolidated financial statements.matters.

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/s/ Moss Adams LLP

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Denver, Colorado

February 11, 2022March 6, 2023

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We have served as the Company’s auditor since 2017.

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