Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-33404 WESTWATER RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 75-2212772 (State of Incor ...

Financial Data and Key Metrics Changes - The company finished Q1 2023 with a cash balance of approximately $40 million and no debt [18] - Net loss for Q1 was approximately $2.4 million or $0.05 per share, compared to a net loss of $2.8 million or $0.08 per share in Q1 2022, reflecting a $400,000 reduction in net loss [22] Business Line Data and Key Metrics Changes - Cash used in investing activities for Q1 totaled approximately $34 million, primarily related to the ongoing construction of Phase 1 of the Kellyton plant [20] - Product development costs for Q1 increased by approximately $260,000 compared to Q1 of last year, due to additional sample production for customers [21] Market Data and Key Metrics Changes - The EPA announced new emission targets, expected to increase critical material demand for electric vehicles by 78% over the next 9 years [5] - There are approximately 15 battery manufacturing plants either under construction or planned in the U.S., all requiring graphite that meets domestic content requirements of the Inflation Reduction Act [14] Company Strategy and Development Direction - The company aims to become the first U.S.-based vertically integrated anode graphite supplier, with the Kellyton plant positioned in the heart of the growing U.S. EV battery market [5] - A joint development agreement with SK On was announced, allowing for the potential sale of all anode material from the Kellyton plant for their batteries [8] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in the progress towards closing a $150 million debt transaction, which is expected to fully fund Phase 1 construction [24] - The company plans to begin installation of equipment later in 2023 and targets to have Phase 1 ready to produce at an optimized annual run rate of 7,500 metric tons of CSPG per year in the second half of 2024 [12] Other Important Information - The company holds mineral rights to approximately 42,000 acres across the Alabama graphite belt, which is expected to provide significant competitive advantages [15] - The estimated capital cost for Phase 2 expansion is $465 million, with plans to begin a definitive feasibility study in the second half of 2023 [13] Q&A Session Summary Question: How much more funding will the company need to operate until it becomes profitable? - Management indicated that closing the $150 million debt transaction would fully fund Phase 1 construction and they aim to manage costs to avoid significant additional raises [24] Question: Is the debt transaction still on track to potentially close this quarter? - Management confirmed that they are working towards closing the debt transaction this quarter, while also keeping options open for other interested parties [25] Question: Regarding the SK On deal, does the development agreement refer to Phase 1 or both Phase 1 and Phase 2? - The agreement currently refers to Phase 1, with potential for Phase 2 later on [27] Question: Is the timeline for the completion of the plant still on track? - Management confirmed that they plan to start ramping up production in the second half of 2024, consistent with previous communications [29][30]

[DEFINITIONS](index=3&type=section&id=DEFINITIONS) This section defines key terms used throughout the report, including company subsidiaries, specific projects, and critical materials like graphite Key Terms and Meanings | Term | Meaning | | :--- | :--- | | AGP | Alabama Graphite Products, LLC, a wholly owned subsidiary of Westwater Resources | | Alabama Graphite | Alabama Graphite Company, Inc., a wholly owned subsidiary of Westwater Resources | | Annual Report | Westwater Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022 | | Coosa Graphite Deposit | The Company's graphite mineral deposit located near Rockford, Alabama | | Kellyton Graphite Plant | The Company's planned battery-grade graphite processing facility near Kellyton, Alabama | | graphite | A naturally occurring carbon material with electrical properties that enhance the performance of electrical storage batteries, listed on the U.S. Critical Minerals List and the EU Critical Raw Materials List | - The terms 'we,' 'us,' 'our,' 'WWR,' 'Westwater,' 'Westwater Resources,' or the 'Company' refer to Westwater Resources, Inc. and its subsidiaries[11](index=11&type=chunk) [PART I — FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part presents Westwater Resources' unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter of 2023 [ITEM 1. FINANCIAL STATEMENTS](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This item presents the unaudited condensed consolidated financial statements of Westwater Resources, Inc., including the balance sheets, statements of operations, cash flows, and stockholders' equity, along with accompanying notes, for the three months ended March 31, 2023 and 2022 [Condensed Consolidated Balance Sheets](index=6&type=section&id=WESTWATER%20RESOURCES%2C%20INC.%20CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity as of March 31, 2023, and December 31, 2022 Condensed Consolidated Balance Sheet Highlights (Thousands of Dollars) | Metric | March 31, 2023 | December 31, 2022 | | :-------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $39,704 | $75,196 | | Total Current Assets | $40,501 | $76,088 | | Net property, plant and equipment | $116,033 | $90,078 | | Total Assets | $160,093 | $168,408 | | Total Current Liabilities | $17,823 | $25,062 | | Total Liabilities | $19,231 | $26,440 | | Total Stockholders' Equity | $140,862 | $141,968 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=WESTWATER%20RESOURCES%2C%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This section outlines the company's financial performance, including revenues, expenses, and net loss for the three months ended March 31, 2023 and 2022 Condensed Consolidated Statements of Operations Highlights (Thousands of Dollars) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :-------------------------------- | :---------------------------------------- | :---------------------------------------- | | Product development expenses | $(490) | $(233) | | Exploration expenses | $(66) | $(208) | | General and administrative expenses | $(2,402) | $(2,211) | | Arbitration costs | $— | $(142) | | Total operating expenses | $(3,006) | $(2,816) | | Other income, net | $616 | $7 | | Net Loss | $(2,390) | $(2,809) | | BASIC AND DILUTED LOSS PER SHARE | $(0.05) | $(0.08) | | WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 49,443,120 | 36,757,352 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=WESTWATER%20RESOURCES%2C%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section details the cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2023 and 2022 Condensed Consolidated Statements of Cash Flows Highlights (Thousands of Dollars) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net Cash Used In Operating Activities | $(2,956) | $(2,701) | | Net Cash Used In Investing Activities | $(33,960) | $(12,123) | | Net Cash Provided By Financing Activities | $1,424 | $15,524 | | Net (decrease) increase in Cash and Cash Equivalents | $(35,492) | $700 | | Cash and Cash Equivalents, End of Period | $39,704 | $115,993 | [Condensed Consolidated Statements of Stockholders' Equity](index=10&type=section&id=WESTWATER%20RESOURCES%2C%20INC.%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS%27%20EQUITY) This section presents changes in the company's equity, including common stock, paid-in capital, and accumulated deficit, for the three months ended March 31, 2023 Condensed Consolidated Statements of Stockholders' Equity Highlights (Thousands of Dollars) | Metric | Balances, December 31, 2022 | Balances, March 31, 2023 | | :---------------------------------------- | :-------------------------- | :----------------------- | | Common Stock (Shares) | 48,405,543 | 49,999,920 | | Common Stock (Amount) | $48 | $50 | | Paid-In Capital | $495,456 | $496,738 | | Accumulated Deficit | $(353,278) | $(355,668) | | Treasury Stock | $(258) | $(258) | | Total Stockholders' Equity | $141,968 | $140,862 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=WESTWATER%20RESOURCES%2C%20INC.%20NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [1. BASIS OF PRESENTATION](index=11&type=section&id=1.%20BASIS%20OF%20PRESENTATION) This note describes the accounting principles and basis for preparing the unaudited interim consolidated financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2022[24](index=24&type=chunk) - Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for any other period, including the full year[24](index=24&type=chunk) - The adoption of recently issued accounting pronouncements (ASU 2021-10, ASU 2016-13, ASU 2018-19) did not result in a material impact to the Interim Financial Statements[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) [2. LIQUIDITY AND GOING CONCERN](index=13&type=section&id=2.%20LIQUIDITY%20AND%20GOING%20CONCERN) This note addresses the company's financial liquidity and the substantial doubt regarding its ability to continue as a going concern - Events and conditions raise substantial doubt about the Company's ability to continue as a going concern within one year[31](index=31&type=chunk)[36](index=36&type=chunk) - The Company has relied on equity financings, debt financings, and asset sales to fund operations since 2009, with no revenues from operations[32](index=32&type=chunk) - Cash balance was approximately **$39.7 million** as of March 31, 2023, while planned non-discretionary expenditures through May 31, 2024, exceed this amount[33](index=33&type=chunk)[32](index=32&type=chunk) - The Company is considering alternative project financing, including debt, convertible debt, or a partnership/joint venture, for the Kellyton Graphite Plant construction[34](index=34&type=chunk) - Access to the ATM Offering Agreement is currently limited to an aggregate offering price of up to **$19,250,000** due to Form S-3 restrictions[35](index=35&type=chunk) [3. PROPERTY, PLANT AND EQUIPMENT](index=15&type=section&id=3.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) This note details the company's property, plant, and equipment, including mineral rights, other assets, and construction in progress Net Book Value of Property, Plant and Equipment (Thousands of Dollars) | Category | March 31, 2023 | December 31, 2022 | | :-------------------------- | :------------- | :---------------- | | Mineral rights and properties | $8,972 | $8,972 | | Other property, plant and equipment | $5,733 | $5,769 | | Construction in progress | $101,328 | $75,337 | | Total | $116,033 | $90,078 | - Construction in progress significantly increased, representing assets in the construction stage not yet ready for service[37](index=37&type=chunk)[38](index=38&type=chunk) - No events or changes in circumstances indicated impairment of long-lived assets for the three months ended March 31, 2023[39](index=39&type=chunk) [4. COMMON STOCK](index=15&type=section&id=4.%20COMMON%20STOCK) This note provides information on common stock activities, including shares sold under the ATM Offering Agreement and available for future sales - During the three months ended March 31, 2023, the Company sold **1.5 million shares** of common stock for net proceeds of **$1.5 million** pursuant to the ATM Offering Agreement[47](index=47&type=chunk) - No shares of common stock were sold under the 2020 Lincoln Park PA during the three months ended March 31, 2023, or 2022[45](index=45&type=chunk) - As of March 31, 2023, total gross proceeds of **$30.7 million** have been received under the ATM Offering Agreement[49](index=49&type=chunk) - The Company currently may offer and sell shares of common stock with an aggregate offering price of up to **$19,250,000** under the ATM Offering Agreement, subject to Form S-3 limitations[48](index=48&type=chunk) [5. STOCK-BASED COMPENSATION](index=17&type=section&id=5.%20STOCK-BASED%20COMPENSATION) This note outlines the company's stock-based compensation plans, including activity for stock options and restricted stock units - For the three months ended March 31, 2023, the Company recorded a net stock-based compensation benefit of **$0.1 million**, primarily due to **$0.3 million** related to employee departures, offset by **$0.2 million** expense[55](index=55&type=chunk) Stock Options Activity | Metric | March 31, 2023 | March 31, 2022 | | :-------------------------------- | :------------- | :------------- | | Stock options outstanding at beginning of period | 356,296 | 277,576 | | Canceled or forfeited | (43,868) | — | | Stock options outstanding at end of period | 312,428 | 277,576 | | Weighted Average Exercise Price (end of period) | $3.56 | $6.18 | Restricted Stock Units (RSU) Activity | Metric | March 31, 2023 | March 31, 2022 | | :-------------------------------- | :------------- | :------------- | | Unvested RSUs at beginning of period | 1,207,872 | 385,004 | | Granted | 189,072 | 91,241 | | Forfeited/Expired | (399,867) | (122,692) | | Vested | (198,327) | (105,793) | | Unvested RSUs at end of period | 798,750 | 247,760 | - As of March 31, 2023, the Company had less than **$0.1 million** of unrecognized compensation costs for non-vested stock options (over ~3 months) and **$0.5 million** for non-vested restricted stock units (over ~2 years)[57](index=57&type=chunk)[60](index=60&type=chunk) [6. OTHER INCOME, NET](index=20&type=section&id=6.%20OTHER%20INCOME%2C%20NET) This note explains the components of other income, net, primarily driven by interest income for the reporting periods Other Income, Net (Thousands of Dollars) | Metric | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :---------------- | :---------------------------------------- | :---------------------------------------- | | Foreign exchange loss | $(17) | $— | | Interest income | $633 | $7 | | Total other income, net | $616 | $7 | - The significant increase in other income, net, was primarily due to **$0.6 million** in interest income from the Company's investment account, resulting from higher interest rates[61](index=61&type=chunk)[62](index=62&type=chunk) [7. EARNINGS PER SHARE](index=20&type=section&id=7.%20EARNINGS%20PER%20SHARE) This note details the calculation of basic and diluted loss per common share for the reporting periods - Basic and diluted loss per common share was **$(0.05)** for the three months ended March 31, 2023[18](index=18&type=chunk)[63](index=63&type=chunk) - **1,111,178 potentially dilutive shares** (unvested RSUs and outstanding stock options) were excluded from EPS calculation because the Company had a net loss, making their effect anti-dilutive[63](index=63&type=chunk) [8. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=8.%20COMMITMENTS%20AND%20CONTINGENCIES) This note describes the company's environmental compliance, legal proceedings, and arbitration awards - The Company believes its operations are materially compliant with current, applicable environmental regulations[64](index=64&type=chunk) - An arbitral tribunal awarded Westwater approximately **$1.3 million** in damages and **$3.7 million** for arbitration fees, expenses, and costs against Turkey for expropriation of uranium projects[66](index=66&type=chunk) - Westwater filed a Notice of Rectification on April 14, 2023, seeking to correct an error in the tribunal's calculation, which if granted, would increase the award for investment costs from **$1,283,000** to **$2,780,000**[120](index=120&type=chunk) [9. LEASES](index=22&type=section&id=9.%20LEASES) This note provides details on the company's lease arrangements, including lease costs, terms, and related assets and liabilities Lease Cost (Thousands of Dollars) | Category | For the Three Months Ended March 31, 2023 | For the Three Months Ended March 31, 2022 | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | | Operating lease cost | $41 | $38 | | Finance lease cost | $5 | $— | | Variable lease costs | $4 | $— | | Lease cost | $50 | $38 | Weighted-Average Lease Terms and Discount Rates | Lease Type | Weighted average remaining lease term (in years) | Weighted average discount rate | | :-------------------------- | :--------------------------------------------- | :----------------------------- | | Operating Leases | 0.9 | 8.6 % | | Finance Lease | 4.3 | 3.0 % | - As of March 31, 2023, the Company has **$0.1 million** in right-of-use assets and **$0.1 million** in related lease liabilities[69](index=69&type=chunk) - The Company has entered into new equipment leases for the Kellyton Graphite Plant, not yet commenced, with a net present value of **$1.1 million**[70](index=70&type=chunk) [10. INVENTORY](index=24&type=section&id=10.%20INVENTORY) This note describes the composition and valuation of the company's inventory, primarily natural flake graphite concentrate - Inventory consisted of **$2.8 million** of natural flake graphite concentrate from a third-party vendor as of March 31, 2023[71](index=71&type=chunk) - The full amount of inventory is classified within 'Other long-term assets' on the Condensed Consolidated Balance Sheets[71](index=71&type=chunk) - Inventory is valued at the lower of cost or net realizable value, with classification as current or non-current based on expected processing within 12 months[71](index=71&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=25&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on Westwater Resources' financial performance and condition for the three months ended March 31, 2023, highlighting recent developments, operational results, liquidity, and forward-looking statements [INTRODUCTION](index=25&type=section&id=INTRODUCTION) This section introduces Westwater Resources as an energy technology company focused on battery-grade natural graphite materials and its key projects - Westwater Resources, Inc. is an energy technology company focused on developing battery-grade natural graphite materials since acquiring Alabama Graphite in April 2018[74](index=74&type=chunk) - The Company holds mineral rights to the Coosa Graphite Deposit and continued construction activities for Phase I of the Kellyton Graphite Plant during Q1 2023[74](index=74&type=chunk) [RECENT DEVELOPMENTS](index=25&type=section&id=RECENT%20DEVELOPMENTS) This section highlights recent strategic initiatives, including a joint development agreement, Kellyton Graphite Plant construction updates, and critical materials status [Joint Development Agreement with SK On](index=25&type=section&id=Joint%20Development%20Agreement%20with%20SK%20On) This section details the partnership with SK On to develop high-performance anode material and potential future sales agreements - The Company entered a Joint Development Agreement (JDA) with SK On, a leading electric vehicle battery manufacturer, to develop customized, environmentally responsible, high-performance anode material[75](index=75&type=chunk)[76](index=76&type=chunk) - Upon successful development, the parties expect to negotiate an agreement for the potential sale of all Coated Spherical Purified Graphite (CSPG) anode material from the Kellyton Graphite Processing Plant[76](index=76&type=chunk) [Kellyton Graphite Plant – Construction Update](index=25&type=section&id=Kellyton%20Graphite%20Plant%20%E2%80%93%20Construction%20Update) This section provides an update on the construction progress of Phase I of the Kellyton Graphite Plant, including capacity and cost estimates - Construction activities for Phase I of the Kellyton Graphite Plant continued in Q1 2023, with earthwork, underground utilities, and assembly of plant buildings completed; all five processing buildings are ready for equipment installation[78](index=78&type=chunk) - An optimization study increased the expected throughput production capacity for Phase I to **16,000 metric tons per year**, with expected CSPG production of **7,500 metric tons per year**[79](index=79&type=chunk) - The estimated total costs for Phase I construction are approximately **$271 million**, with **$102.4 million** incurred as of March 31, 2023[80](index=80&type=chunk)[81](index=81&type=chunk) [Graphite and Vanadium as Critical Materials](index=27&type=section&id=Graphite%20and%20Vanadium%20as%20Critical%20Materials) This section discusses the strategic importance of graphite and vanadium, government incentives, and domestic production efforts - The United States is almost **100% dependent on imports** for battery-grade graphite, a primary anode material for lithium-ion batteries[82](index=82&type=chunk) - Government initiatives like the Defense Production Act and the Inflation Reduction Act (IRA) aim to encourage domestic production of critical materials, including graphite, offering a **10% tax credit** and domestic content requirements for clean vehicles[83](index=83&type=chunk)[84](index=84&type=chunk) - The State of Alabama and local municipalities have provided incentive agreements, including tax credits, for the construction of the Kellyton Graphite Plant[86](index=86&type=chunk) [Equity Financings](index=29&type=section&id=Equity%20Financings) This section summarizes the company's equity financing activities, including common stock sales and their impact on cash balances - During Q1 2023, the Company sold **1.5 million shares** of common stock for net proceeds of **$1.5 million** through the ATM Offering Agreement[90](index=90&type=chunk) - This activity contributed to a cash balance of approximately **$39.7 million** at March 31, 2023[90](index=90&type=chunk) [RESULTS OF OPERATIONS](index=29&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance, focusing on changes in net loss and key expense categories for the reporting periods [Summary](index=29&type=section&id=Summary) This section provides an overview of the net loss and the primary factors contributing to its change between the reporting periods - Net loss for Q1 2023 was **$2.4 million** (**$0.05 per share**), a **$0.4 million decrease** from Q1 2022 (**$2.8 million**, **$0.08 per share**)[92](index=92&type=chunk) - The decrease in net loss was primarily due to higher interest income (**$0.6 million**) and lower exploration and arbitration costs, partially offset by increased product development and general and administrative expenses[92](index=92&type=chunk) [Product Development Expenses](index=29&type=section&id=Product%20Development%20Expenses) This section explains the increase in product development expenses, mainly due to additional sample production for customer evaluation - Product development expenses increased by **$0.3 million** to **$0.5 million** in Q1 2023, primarily due to additional sample production of battery-grade natural graphite products for potential customer evaluation[18](index=18&type=chunk)[93](index=93&type=chunk) [Exploration Expenses](index=29&type=section&id=Exploration%20Expenses) This section details the decrease in exploration expenses following the completion of the initial drilling program for the Coosa Graphite Deposit - Exploration expenses decreased by **$0.1 million** to **$0.1 million** in Q1 2023, as the initial drilling program for the Coosa Graphite Deposit was completed in April 2022[18](index=18&type=chunk)[94](index=94&type=chunk) [General and Administrative Expenses](index=29&type=section&id=General%20and%20Administrative%20Expenses) This section explains the increase in general and administrative expenses, primarily due to severance charges - General and administrative expenses increased by **$0.2 million** in Q1 2023, mainly due to **$0.3 million** in severance charges for the former Chief Executive Officer, partially offset by a stock-based compensation benefit[18](index=18&type=chunk)[95](index=95&type=chunk) [Arbitration Costs](index=29&type=section&id=Arbitration%20Costs) This section discusses the absence of arbitration costs in Q1 2023 and the final award received from the arbitration against Turkey - No arbitration costs were incurred in Q1 2023, a decrease of **$0.1 million** from Q1 2022, as legal fees related to the arbitration against the Republic of Turkey were incurred in the prior period[18](index=18&type=chunk)[96](index=96&type=chunk) - The arbitral tribunal issued its final award on March 3, 2023, requiring Turkey to pay Westwater approximately **$1.3 million** in damages and **$3.7 million** for arbitration costs[97](index=97&type=chunk)[99](index=99&type=chunk) [Other Income](index=31&type=section&id=Other%20Income) This section explains the significant increase in other income, primarily driven by higher interest income from investments - Other income increased by **$0.6 million** in Q1 2023 compared to Q1 2022, primarily due to a **$0.6 million** increase in interest income from the Company's investment account due to higher interest rates[100](index=100&type=chunk) [FINANCIAL POSITION](index=31&type=section&id=FINANCIAL%20POSITION) This section analyzes the company's cash flow activities from operations, investing, and financing for the reporting periods [Operating Activities](index=31&type=section&id=Operating%20Activities) This section details the net cash used in operating activities, primarily influenced by raw material inventory purchases - Net cash used in operating activities increased by **$0.3 million** to **$3.0 million** in Q1 2023, mainly due to **$2.0 million** in raw material inventory purchases[20](index=20&type=chunk)[101](index=101&type=chunk) - This increase was partially offset by higher interest income (**$0.6 million**) and a decrease in prepaid deposits[101](index=101&type=chunk) [Investing Activities](index=31&type=section&id=Investing%20Activities) This section explains the significant increase in net cash used in investing activities due to capital expenditures for the Kellyton Graphite Plant - Net cash used in investing activities significantly increased by **$21.8 million** to **$34.0 million** in Q1 2023, driven by higher capital expenditures for the Kellyton Graphite Plant construction[20](index=20&type=chunk)[102](index=102&type=chunk) [Financing Activities](index=31&type=section&id=Financing%20Activities) This section discusses the substantial decrease in net cash provided by financing activities due to lower equity sales - Net cash provided by financing activities decreased substantially by **$14.1 million** to **$1.4 million** in Q1 2023, primarily due to lower sales activity under both the 2020 Lincoln Park PA and the ATM Offering Agreement[20](index=20&type=chunk)[103](index=103&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=31&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section addresses the company's cash position, funding needs, and strategies to secure financing for ongoing operations and projects - The Company's cash balance was approximately **$39.7 million** at March 31, 2023, but planned non-discretionary expenditures through May 31, 2024, exceed this amount, raising substantial doubt about its ability to continue as a going concern[104](index=104&type=chunk)[105](index=105&type=chunk) - The Company continues to rely on debt and equity financing and is exploring other forms of project financing (e.g., project debt, convertible debt, partnership/joint venture) for the Kellyton Graphite Plant[107](index=107&type=chunk) - Current access to the ATM Offering Agreement is limited to **$19,250,000**, and **9.7 million shares** are available for future sales under the 2020 Lincoln Park PA[106](index=106&type=chunk)[108](index=108&type=chunk) - Declines in capital markets, rising interest rates, inflation, and uncertain economic conditions could significantly impact the Company's ability to access necessary funding[108](index=108&type=chunk) [OFF-BALANCE SHEET ARRANGEMENTS](index=33&type=section&id=OFF-BALANCE%20SHEET%20ARRANGEMENTS) This section confirms that the company has no off-balance sheet arrangements - The Company has no off-balance sheet arrangements[109](index=109&type=chunk) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=33&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section advises on the inherent risks and uncertainties associated with forward-looking statements in the report - This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from projections[110](index=110&type=chunk) - Key risk factors include graphite and vanadium prices, competition, cost control, regulatory compliance, inflation, interest rates, supply chain disruptions, stock price volatility, and litigation[110](index=110&type=chunk)[115](index=115&type=chunk) - The Company disclaims any obligation to update forward-looking statements, except as required by law[113](index=113&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=35&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Westwater Resources, Inc. is not required to provide quantitative and qualitative disclosures about market risk in its quarterly reports - As a smaller reporting company, Westwater Resources, Inc. is not required to provide quantitative and qualitative disclosures about market risk in its Quarterly Reports[114](index=114&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2023. The company is also implementing a new ERP system to enhance internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details management's conclusion on the effectiveness of the company's disclosure controls and procedures - Management, with the participation of the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2023[117](index=117&type=chunk) - Disclosure controls and procedures are designed to ensure information required for SEC filings is recorded, processed, summarized, and reported timely[115](index=115&type=chunk) [Changes in Internal Controls](index=37&type=section&id=Changes%20in%20Internal%20Controls) This section describes changes in internal control over financial reporting, including the implementation of a new ERP system - The Company has commenced initiatives to improve its enterprise resource planning (ERP) system, which is expected to enhance internal control over financial reporting through increased automation[118](index=118&type=chunk) - Except for the continuous monitoring of the new ERP system, there were no other material changes in internal control over financial reporting during Q1 2023[119](index=119&type=chunk) [PART II - OTHER INFORMATION](index=37&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part contains additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=37&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) There have been no material changes to previously disclosed legal proceedings, except for Westwater filing a Notice of Rectification on April 14, 2023, in its arbitration against Turkey, seeking to increase the awarded investment costs from $1.283 million to $2.780 million - No material changes to legal proceedings previously disclosed in the Annual Report, with one exception[120](index=120&type=chunk) - Westwater filed a Notice of Rectification on April 14, 2023, in its arbitration against the Republic of Turkey, seeking to increase the awarded investment costs from **$1,283,000** to **$2,780,000**[120](index=120&type=chunk) [ITEM 1A. RISK FACTORS](index=37&type=section&id=ITEM%201A.%20RISK%20FACTORS) Investors should carefully consider the risk factors discussed in the Annual Report, as there are no material changes to these risks described in the current quarterly report - There are no material changes to the risk factors described in the Company's Annual Report[121](index=121&type=chunk) - An investment in common stock involves various risks, and careful consideration should be given to the risk factors discussed in Item 1A of the Annual Report[121](index=121&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=37&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities or use of proceeds to report for the period - None[122](index=122&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=37&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities to report for the period - None[123](index=123&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=37&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[124](index=124&type=chunk) [ITEM 5. OTHER INFORMATION](index=37&type=section&id=ITEM%205.%20OTHER%20INFORMATION) There is no other information to report for the period - None[125](index=125&type=chunk) [ITEM 6. EXHIBITS](index=39&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including corporate documents, employment agreements, certifications, and XBRL-related documents - Exhibits include Restated Certificate of Incorporation, Amended and Restated Bylaws, Employment Agreement, CEO/CFO Certifications (Sarbanes-Oxley Act), and Inline XBRL documents[127](index=127&type=chunk) [SIGNATURES](index=40&type=section&id=SIGNATURES) This section includes the official signatures of the company's President, CEO, CFO, and Senior Vice President of Finance, certifying the report - The report is signed by Frank Bakker, President and Chief Executive Officer, and Steven M. Cates, Chief Financial Officer and Senior Vice President - Finance[132](index=132&type=chunk) - The report was dated May 10, 2023[132](index=132&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33404 WESTWATER RESOURCES, INC. (Exact name of registrant as specified in its charter) | DELAWARE | | 75-2212772 | ...

Financial Data and Key Metrics Changes - Westwater finished Q3 2022 with a cash balance of $100 million and no debt, allowing continued advancement of the graphite business [17] - Net loss for Q3 2022 was $3.5 million or $0.07 per share, compared to a net loss of $4.6 million or $0.13 per share for Q3 2021, reflecting a $1.1 million reduction due to lower product development costs [18] Business Line Data and Key Metrics Changes - The company is constructing Phase I of the Kellyton graphite processing plant with a projected total cost of $202 million, having incurred over $50 million to date [4][17] - Product development costs decreased by $1.6 million during Q3 2022 compared to the same quarter in 2021, primarily due to the absence of costs related to the arbitration against Turkey [18] Market Data and Key Metrics Changes - Industry experts predict significant growth in battery markets and graphite demand, with automakers planning to increase spending on electric vehicles to $1.2 trillion by 2030 [5] - Graphite is designated as a critical mineral by the US Government, with the Inflation Reduction Act providing a 10% refundable tax credit on the cost to produce battery minerals [12] Company Strategy and Development Direction - Westwater's strategy involves developing the graphite processing plant first to lower capital costs and achieve revenue sooner, while securing non-Chinese sources of natural graphite [9] - The company aims to take advantage of the growing market for batteries and electric vehicles, with a focus on domestic production to meet increasing demand [11] Management's Comments on Operating Environment and Future Outlook - Management believes that supply shortage projections for graphite will hold firm, supported by strong fundamentals in the battery materials market [7] - The company is encouraged by positive customer feedback on battery products and intensified interest in US-produced battery minerals due to the IRA [21] Other Important Information - The company has had no recordable safety incidents during the construction of the Kellyton graphite project, emphasizing safety as a core value [13] - The resource model and technical report for the Coosa graphite deposit are nearing completion, with an update expected by the end of the year [15] Q&A Session Summary Question: Concerns about possible oversupply for processed graphite due to Syrah's facility in Louisiana - Management believes that the expected market demand for anode materials will result in a significant shortage, despite the presence of other producers [24] Question: Consideration of other critical metals besides graphite - Currently, the focus remains solely on developing the Kellyton graphite processing plant [25] Question: Sourcing material for the plant before the Coosa deposit is ready - The company has a third-party non-Chinese source of natural flake graphite concentrate under contract [26] Question: Timeline for customer evaluations of products - The evaluation process is iterative and varies by customer, making it difficult to predict definitive timelines for announcements [30] Question: Update on the arbitration process with Turkey - A final decision from the International Court of Arbitration is still pending, with no definitive updates available [32] Question: Estimated costs to complete the plant and additional capital needs - The estimated budget for Phase I is $202 million, with over $50 million incurred to date, and the company is working to secure the remaining financing [35] Question: Discussion on financing preferences between equity and loans - The company is open to all potential sources of financing, considering the current strong balance sheet [41] Question: Pace of capital expenditures and construction progress - Capital spending will fluctuate based on construction progress, with expectations for increased activity in the coming quarters [42][44] Question: Concerns about supply chain and weather impacts on the timetable - Current delivery schedules for long lead items are on track, and the company is monitoring potential impacts [58]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 Or Commission file number 001-33404 WESTWATER RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 75-2212772 (State of Incorporation) (I.R.S. Employer Identification No.) 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112 (Address of ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-33404 WESTWATER RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 75-2212772 (State of Incor ...

Financial Data and Key Metrics Changes - The company finished Q1 2022 with a cash balance of $116 million and a working capital balance of approximately $109 million, with zero debt [8][15] - Net cash used in operating activities was $2.7 million for Q1 2022, a decrease from $4.8 million in the same period in 2021, primarily due to reduced product development expenses [11] - Net loss from continuing operations for Q1 2022 was $2.8 million or $0.08 per share, compared to a net loss of $5.4 million or $0.19 per share for the same period in 2021 [13] Business Line Data and Key Metrics Changes - The company incurred $17.8 million in costs related to the construction of the Kellyton graphite plant, with an estimated total cost of $202 million [9] - Capital expenditures reported in Q1 2022 were $12.1 million, all related to the Kellyton processing facility [35] Market Data and Key Metrics Changes - The EV sector is expected to grow at a 24% compound annual growth rate, driving demand for lithium-ion batteries and consequently for graphite [18] - The U.S. government has defined graphite as critical to national security, with significant funding allocated to expand battery manufacturing capabilities [16] Company Strategy and Development Direction - The company is focused on producing battery-grade natural graphite materials for advanced batteries in the U.S., utilizing a proprietary purification process [4] - The Kellyton Graphite Processing plant is scheduled for completion in 2023, with the Coosa Graphite mining project anticipated to begin in 2028, aiming for a lower upfront capital cost and faster revenue generation [19] - The company is actively seeking additional low-cost capital sources to support its business plan, including project-level debt and government funding opportunities [10][49] Management's Comments on Operating Environment and Future Outlook - Management emphasized the importance of ensuring financial liquidity to support key operations and business activities, highlighting a cash balance of $116 million and zero debt [15] - The company is committed to environmental stewardship and aims for an industry-leading low carbon footprint in its manufacturing processes [26] Other Important Information - The company completed exploration drilling at the Coosa graphite deposit, with geological modeling expected by the end of 2022 [24] - The company has filed a provisional patent application for its proprietary graphite purification technology, which is more sustainable than existing methods [22] Q&A Session Summary Question: Clarification on construction costs and capital expenditures - The difference between the $17.1 million added to construction in progress and the $17.8 million incurred relates to year-end accruals for engineering work and administrative office build-out [34] - The $12.1 million capital expenditure reported in Q1 was all related to the Kellyton processing facility [35] Question: Concerns about share dilution from ATM sales - Management acknowledged the concern about dilution and stated they are seeking additional low-cost capital sources while monitoring market conditions [44][45] Question: Future plans for raising funds - The company is exploring traditional project debt financing and government funding opportunities to support its operations and project completion [49]

[DEFINITIONS](index=3&type=section&id=DEFINITIONS) This section provides a glossary of key terms and their meanings used throughout the report Key Terms and Meanings | Term | Meaning | | :--- | :--- | | Annual Report | Westwater Resources, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021 | | AGP | Alabama Graphite Products, LLC, an Alabama limited liability company and wholly-owned subsidiary of Westwater Resources | | ATM Offering Agreement | Controlled Equity Offering Sale Agreement between Westwater Resources and Cantor Fitzgerald & Co. dated April 14, 2017 | | Cantor | Cantor Fitzgerald & Co. | | Coosa Graphite Deposit | The Company's graphite mineral deposit located near Rockford, Alabama | | EU Critical Raw Minerals List | The list of raw materials that are crucial to Europe's economy published by the European Commission | | Kellyton Graphite Plant | The Company's planned battery-grade graphite processing facility near Kellyton, Alabama | | Graphite | A naturally occurring carbon material with electrical properties that enhance the performance of electrical storage batteries, listed on the US Critical Minerals List as well as the EU Critical Raw Materials List | | Gross acres | Total acreage of land under which we have mineral rights. May include unleased fractional ownership | | Lincoln Park | Lincoln Park Capital Fund, LLC | | U.S. Critical Minerals List | The list of critical minerals that are crucial to the United States of America economy published by the Department of Interior | | Vanadium | A rare-earth metal used as a strengthening alloy in steelmaking, and in certain types of batteries, listed on the US Critical Minerals List | | Westwater Resources | Westwater Resources, Inc. | | 2020 Lincoln Park PA | Purchase Agreement dated as of December 4, 2020 between Westwater Resources and Lincoln Park Capital Fund, LLC | - The terms "we", "us", "our", "WWR", "Westwater", "Corporation", or the "Company" refer to Westwater Resources, Inc. and its subsidiaries[11](index=11&type=chunk) - All dollar amounts in this report and consolidated financial statements are stated in U.S. dollars[13](index=13&type=chunk) [PART I — FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the three months ended March 31, 2022 [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, cash flows, and stockholders' equity, along with accompanying notes detailing accounting policies, liquidity, property, common stock, stock-based compensation, earnings per share, commitments, and leases for the three months ended March 31, 2022 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This table presents the company's financial position, detailing assets, liabilities, and stockholders' equity as of March 31, 2022, and December 31, 2021 Condensed Consolidated Balance Sheets (Thousands of Dollars) | ASSETS | March 31, 2022 | December 31, 2021 | | :--------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $115,993 | $115,293 | | Total Current Assets | $116,726 | $115,613 | | Net property, plant and equipment | $31,663 | $14,479 | | Total Assets | $148,581 | $132,983 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total Current Liabilities | $8,176 | $5,324 | | Total Liabilities | $9,602 | $6,785 | | Total Stockholders' Equity | $138,979 | $126,198 | | Total Liabilities and Stockholders' Equity | $148,581 | $132,983 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This table outlines the company's financial performance, including operating expenses, other income, and net loss for the three months ended March 31, 2022, and 2021 Condensed Consolidated Statements of Operations (Thousands of Dollars, except per share) | Operating Expenses | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :--------------------------------- | :---------------------------------------- | :---------------------------------------- | | Product development expenses | $(233) | $(1,823) | | Exploration expenses | $(208) | $(145) | | General and administrative expenses | $(2,211) | $(2,084) | | Arbitration costs | $(142) | $(1,532) | | Total operating expenses | $(2,816) | $(5,585) | | Total other income | $7 | $195 | | Net Loss | $(2,809) | $(5,390) | | BASIC AND DILUTED LOSS PER SHARE | $(0.08) | $(0.19) | | WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 36,757,352 | 28,597,938 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This table details the company's cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2022, and 2021 Condensed Consolidated Statements of Cash Flows (Thousands of Dollars) | Cash Flow Activity | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :---------------------------------------- | :---------------------------------------- | :---------------------------------------- | | Net Cash Used In Operating Activities | $(2,701) | $(4,850) | | Net Cash (Used In)/Provided By Investing Activities | $(12,123) | $333 | | Net Cash Provided By Financing Activities | $15,524 | $72,053 | | Net increase in Cash, Cash Equivalents and Restricted Cash | $700 | $67,536 | | Cash, Cash Equivalents and Restricted Cash, End of Period | $115,993 | $117,861 | [Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This table presents changes in stockholders' equity, including common stock, paid-in capital, and accumulated deficit, for the three months ended March 31, 2022, and 2021 Condensed Consolidated Statements of Stockholders' Equity (Thousands of Dollars, except share amounts) | Metric | Balances, January 1, 2022 | Net Loss | Common Stock Issued, Net | Stock Compensation Expense | Minimum Withholding Taxes | Balances, March 31, 2022 | | :---------------------------------------- | :------------------------ | :------- | :----------------------- | :------------------------- | :------------------------ | :----------------------- | | Common Stock Shares | 35,279,724 | — | 7,446,087 | 91,773 | — | 42,817,584 | | Common Stock Amount | $35 | — | $8 | — | — | $43 | | Paid-In Capital | $468,578 | — | $15,548 | $66 | $(32) | $484,160 | | Accumulated Deficit | $(342,157) | $(2,809) | — | — | — | $(344,966) | | Treasury Stock | $(258) | — | — | — | — | $(258) | | Total | $126,198 | $(2,809) | $15,556 | $66 | $(32) | $138,979 | | Metric | Balances, January 1, 2021 | Net Loss | Common Stock Issued, Net | Stock Compensation Expense | Minimum Withholding Taxes | Balances, March 31, 2021 | | :---------------------------------------- | :------------------------ | :------- | :----------------------- | :------------------------- | :------------------------ | :----------------------- | | Common Stock Shares | 19,172,020 | — | 13,107,270 | 57,186 | — | 32,336,476 | | Common Stock Amount | $19 | — | $13 | — | — | $32 | | Paid-In Capital | $383,723 | — | $72,190 | $91 | $(150) | $455,854 | | Accumulated Deficit | $(326,013) | $(5,390) | — | — | — | $(331,403) | | Treasury Stock | $(258) | — | — | — | — | $(258) | | Total | $57,471 | $(5,390) | $72,203 | $91 | $(150) | $124,225 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Basis of Presentation (Note 1)](index=9&type=section&id=1.5.1%20Basis%20of%20Presentation%20(Note%201)) This note describes the accounting principles and standards used in preparing the interim financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and should be read in conjunction with the audited financial statements in the Annual Report[22](index=22&type=chunk) - The Company is evaluating **ASU 2016-13 and ASU 2018-19**, effective **after December 15, 2022**, which will change how credit losses are accounted for financial assets and clarify treatment for operating lease receivables[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) [Liquidity (Note 2)](index=9&type=section&id=1.5.2%20Liquidity%20(Note%202)) This note discusses the company's ability to meet its short-term and long-term financial obligations and its funding strategies - Since 2009, the Company has relied on equity financings, debt financings, and asset sales to fund operations and expects to continue this reliance for the foreseeable future[27](index=27&type=chunk) - During **Q1 2022**, the Company continued construction of the Kellyton Graphite Plant (expected completion **Q2 2023**) and completed drilling for the Coosa Graphite Deposit exploration project (technical study expected by **year-end**)[28](index=28&type=chunk) Cash Balance and Equity Financing (Q1 2022) | Metric | Amount (thousands of dollars) | | :------------------------------------ | :---------------------------- | | Cash balance (March 31, 2022) | $116,000 | | Net proceeds from common stock sales (Q1 2022) | $15,600 | | Net proceeds from common stock sales (post Q1 2022) | $9,000 | | Shares sold (Q1 2022) | 7.4 million | | Shares sold (post Q1 2022) | 4.4 million | - Management believes current cash is sufficient to fund non-discretionary expenditures through **2022** and is considering various project financing options (debt, convertible debt, government loans/grants, partnerships) for the Kellyton Graphite Plant[32](index=32&type=chunk)[33](index=33&type=chunk) [Property, Plant and Equipment (Note 3)](index=11&type=section&id=1.5.3%20Property,%20Plant%20and%20Equipment%20(Note%203)) This note details the company's fixed assets, including mineral rights, other property, and construction in progress Net Book Value of Property, Plant and Equipment (Thousands of Dollars) | Category | March 31, 2022 | December 31, 2021 | Change | | :-------------------------- | :------------- | :---------------- | :----- | | Mineral rights and properties | $8,972 | $8,972 | $0 | | Other property, plant and equipment | $4,553 | $4,490 | +$63 | | Construction in progress | $18,138 | $1,017 | +$17,121 | | **Total** | **$31,663** | **$14,479** | **+$17,184** | - During **Q1 2022**, manufacturing of equipment began, and **$2.7 million** in cash deposits (as of **Dec 31, 2021**) were reclassified to construction in progress[38](index=38&type=chunk) - No impairment of long-lived assets was deemed necessary for the three months ended **March 31, 2022**, or **2021**[39](index=39&type=chunk) [Common Stock (Note 4)](index=13&type=section&id=1.5.4%20Common%20Stock%20(Note%204)) This note provides information on the company's common stock activities, including sales and proceeds from equity offerings - No shares were sold under the **2020 Lincoln Park Purchase Agreement** in **Q1 2022**, compared to **3.8 million shares** for **$24.9 million** in **Q1 2021**[43](index=43&type=chunk) Common Stock Sales via ATM Offering Agreement | Period | Shares Sold (millions) | Net Proceeds (millions of dollars) | | :-------------------------- | :--------------------- | :--------------------------------- | | Q1 2022 | 7.4 | $15.6 | | Q1 2021 | 9.3 | $47.3 | - As of **March 31, 2022**, the Company received total gross proceeds of **$18.4 million** under the ATM Offering Agreement since inception, out of an authorized **$50 million** in aggregate sales[46](index=46&type=chunk) [Stock-Based Compensation (Note 5)](index=15&type=section&id=1.5.5%20Stock-Based%20Compensation%20(Note%205)) This note outlines the company's stock option and restricted stock unit activity and related compensation expenses - Stock-based compensation expense was **$0.1 million** for both **Q1 2022** and **Q1 2021**, recorded in general and administrative expenses[48](index=48&type=chunk) Stock Options Activity (Q1 2022 vs. Q1 2021) | Metric | March 31, 2022 | March 31, 2021 | | :--------------------------------- | :------------- | :------------- | | Stock options outstanding (beginning) | 277,576 | 185,054 | | Expired | — | (800) | | Stock options outstanding (end) | 277,576 | 184,254 | | Stock options exercisable (end) | 183,054 | 34,453 | | Weighted average exercise price (outstanding) | $6.18 | $7.72 | | Weighted average exercise price (exercisable) | $7.35 | $32.40 | Restricted Stock Units (RSUs) Activity (Q1 2022 vs. Q1 2021) | Metric | March 31, 2022 | March 31, 2021 | | :-------------------------- | :------------- | :------------- | | Unvested RSUs (beginning) | 385,004 | 236,403 | | Granted | 91,241 | — | | Forfeited/Expired | (122,692) | — | | Vested | (105,793) | (78,801) | | Unvested RSUs (end) | 247,760 | 157,602 | | Weighted-average grant date fair value (unvested end) | $2.87 | $2.10 | [Earnings Per Share (Note 6)](index=17&type=section&id=1.5.6%20Earnings%20Per%20Share%20(Note%206)) This note explains the calculation of basic and diluted loss per common share for the reporting period - Basic and diluted loss per common share were calculated based on weighted-average shares outstanding; **525,336 potentially dilutive shares** were excluded for **Q1 2022** due to the anti-dilutive effect of the net loss[54](index=54&type=chunk) [Commitments and Contingencies (Note 7)](index=17&type=section&id=1.5.7%20Commitments%20and%20Contingencies%20(Note%207)) This note discloses the company's environmental compliance, legal proceedings, and potential financial obligations - The Company believes its operations are materially compliant with current environmental regulations[55](index=55&type=chunk) - Settlements of legal proceedings are not expected to have a material effect on the Company's financial position, results of operations, or cash flows[56](index=56&type=chunk) [Leases (Note 8)](index=17&type=section&id=1.5.8%20Leases%20(Note%208)) This note details the company's operating lease arrangements, including right-of-use assets and lease liabilities - The Company's lease portfolio includes operating leases for corporate offices, storage, and equipment with remaining terms of **0.5 to 1.3 years**[57](index=57&type=chunk) - The Company applies the short-term lease exemption for leases with initial terms of one year or less and excludes mineral exploration/production leases from ASC 842[58](index=58&type=chunk)[59](index=59&type=chunk) Operating Lease Information (Thousands of Dollars) | Metric | March 31, 2022 | March 31, 2021 | | :-------------------------------------- | :------------- | :------------- | | Operating lease cost | $38 | $38 | | Operating cash flows from operating leases | $39 | $39 | | Right-of-use assets obtained | $192 | $322 | | Operating lease right-of-use assets (end of period) | $192 | $226 (Dec 31, 2021) | | Total operating lease liabilities (end of period) | $200 | $235 (Dec 31, 2021) | | Weighted Average Remaining Lease Term (years) | 1.3 | 2.6 | | Discount Rate | 9.5% | 9.5% | Maturities of Lease Liabilities (as of March 31, 2022, in Thousands) | Year | Lease Payments | | :---------------------- | :------------- | | 2022 (remainder of year) | $119 | | 2023 | $92 | | 2024 | $0 | | **Total lease payments** | **$211** | | Less imputed interest | $(11) | | **Total** | **$200** | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=22&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial performance, liquidity, and capital resources for the three months ended March 31, 2022, highlighting key operational developments, financial results, and future outlook [Introduction](index=22&type=section&id=2.1%20Introduction) This introduction provides an overview of Westwater Resources' strategic focus on battery-grade graphite materials and key project developments - Westwater Resources, Inc. is focused on developing battery-grade natural graphite materials, with Phase I of the Kellyton Graphite Plant anticipated to be completed in **Q2 2023**[65](index=65&type=chunk) - The Company is in the final stages of an exploration program at the Coosa Graphite Deposit to investigate graphite and vanadium concentrations, with a technical study expected by **year-end**[65](index=65&type=chunk) [Recent Developments](index=22&type=section&id=2.2%20Recent%20Developments) This section highlights recent operational and financial milestones, including plant construction, exploration, and critical materials status [Kellyton Graphite Plant – Construction Update](index=22&type=section&id=2.2.1%20Kellyton%20Graphite%20Plant%20%E2%80%93%20Construction%20Update) This section provides an update on the construction progress and estimated costs for Phase I of the Kellyton Graphite Plant - During **Q1 2022**, construction activities for the Kellyton Graphite Plant continued, including civil and earthwork, general contractor selection, and engineering/design work[66](index=66&type=chunk) - In **April 2022**, administrative offices were completed, a groundbreaking ceremony was held, and a wastewater disposal permit application was submitted[66](index=66&type=chunk) Kellyton Graphite Plant Phase I Costs | Metric | Amount (millions of dollars) | | :------------------------------------ | :--------------------------- | | Estimated cost to construct & commission Phase I | $202 | | Incurred costs to date | $17.8 | [Coosa Graphite Deposit – Exploration Program](index=22&type=section&id=2.2.2%20Coosa%20Graphite%20Deposit%20%E2%80%93%20Exploration%20Program) This section details the progress of the exploration program at the Coosa Graphite Deposit and future development plans - Drilling activity for the Coosa Graphite Deposit exploration program was completed in **April 2022**, with a technical study expected by **year-end** to evaluate graphite and vanadium mineralization[67](index=67&type=chunk) - The Coosa Graphite Deposit and related mining operation are planned for start-up by the **end of 2028**, subject to feasibility study, financing, and regulatory approval[67](index=67&type=chunk) [Graphite and Vanadium as Critical Materials](index=22&type=section&id=2.2.3%20Graphite%20and%20Vanadium%20as%20Critical%20Materials) This section discusses the strategic importance of graphite and vanadium as critical materials and related government initiatives - The United States is **almost 100% dependent on imports** for battery-grade graphite, a critical material for Lithium-ion batteries[68](index=68&type=chunk) - President Biden invoked the **Defense Production Act** on **March 31, 2022**, to encourage domestic production of critical materials, including graphite, for advanced batteries[70](index=70&type=chunk) - The U.S. Department of Energy released a Funding Opportunity Announcement (FOA) for approximately **$3.1 billion** to support domestic battery materials processing and manufacturing, which Westwater is evaluating[71](index=71&type=chunk) [Equity Financings](index=24&type=section&id=2.2.4%20Equity%20Financings) This section summarizes the company's equity capital raises through its ATM Offering Agreement Equity Capital Raises via ATM Offering Agreement | Period | Shares Sold (millions) | Net Proceeds (millions of dollars) | | :------------------------------------ | :--------------------- | :--------------------------------- | | Q1 2022 | 7.4 | $15.6 | | Subsequent to Q1 2022 (as of report date) | 4.4 | $9.0 | [Results of Operations](index=24&type=section&id=2.3%20Results%20of%20Operations) This section analyzes the company's financial performance, including net loss and key expense categories, for the reporting period [Summary](index=24&type=section&id=2.3.1%20Summary) This summary provides an overview of the net loss and loss per share, highlighting the primary drivers of change Net Loss and EPS (Q1 2022 vs. Q1 2021) | Metric | Q1 2022 | Q1 2021 | Change | | :---------------- | :-------- | :-------- | :------- | | Net Loss | $(2.8) million | $(5.4) million | $(2.6) million decrease | | Loss Per Share | $(0.08) | $(0.19) | $(0.11) decrease | - The decrease in net loss was primarily due to decreases in product development expenses and arbitration costs, partially offset by no unrealized gain on equity securities and increases in general and administrative and exploration expenses[76](index=76&type=chunk) [Product Development Expenses](index=24&type=section&id=2.3.2%20Product%20Development%20Expenses) This section details the changes in product development expenses and their underlying causes Product Development Expenses (Millions of Dollars) | Period | Amount | Change (YoY) | | :-------------------------- | :----- | :----------- | | Q1 2022 | $0.2 | $(1.6) million decrease | | Q1 2021 | $1.8 | | - The decrease is primarily due to the completion of the Definitive Feasibility Study (DFS) and pilot program in **2021**[77](index=77&type=chunk) [Arbitration Costs](index=24&type=section&id=2.3.3%20Arbitration%20Costs) This section explains the arbitration costs incurred during the period, primarily related to legal proceedings Arbitration Costs (Millions of Dollars) | Period | Amount | Change (YoY) | | :-------------------------- | :----- | :----------- | | Q1 2022 | $0.1 | $(1.4) million decrease | | Q1 2021 | $1.5 | | - Costs in **Q1 2022** represent trailing legal and expert consulting costs associated with the arbitration against the Republic of Turkey[78](index=78&type=chunk) [General and Administrative Expenses](index=26&type=section&id=2.3.4%20General%20and%20Administrative%20Expenses) This section analyzes the changes in general and administrative expenses, including payroll and marketing efforts General and Administrative Expenses (Millions of Dollars) | Period | Amount | Change (YoY) | | :-------------------------- | :----- | :----------- | | Q1 2022 | $2.2 | +$0.1 million increase | | Q1 2021 | $2.1 | | - The increase is primarily due to higher payroll costs (team building) and increased sales and marketing efforts, partially offset by lower consulting and professional services[80](index=80&type=chunk) [Exploration Expenses](index=26&type=section&id=2.3.5%20Exploration%20Expenses) This section details the increase in exploration expenses, primarily due to drilling activities Exploration Expenses (Millions of Dollars) | Period | Amount | Change (YoY) | | :-------------------------- | :----- | :----------- | | Q1 2022 | $0.2 | +$0.1 million increase | | Q1 2021 | $0.1 | | - The increase is primarily due to costs associated with inclement weather and drilling for the exploration program, which was completed in **April 2022**[81](index=81&type=chunk) [Financial Position](index=26&type=section&id=2.4%20Financial%20Position) This section provides an analysis of the company's cash flows from operating, investing, and financing activities [Operating Activities](index=26&type=section&id=2.4.1%20Operating%20Activities) This section details the net cash used in operating activities and the factors influencing its change Net Cash Used in Operating Activities (Millions of Dollars) | Period | Amount | Change (YoY) | | :-------------------------- | :----- | :----------- | | Q1 2022 | $(2.7) | $(2.1) million decrease | | Q1 2021 | $(4.8) | | - The decrease in cash used was primarily due to lower product development expenses and arbitration costs, partially offset by a decrease in payables and accrued liabilities[82](index=82&type=chunk) [Investing Activities](index=26&type=section&id=2.4.2%20Investing%20Activities) This section analyzes the net cash used in investing activities, primarily for plant construction Net Cash (Used In)/Provided By Investing Activities (Millions of Dollars) | Period | Amount | Change (YoY) | | :-------------------------- | :----- | :----------- | | Q1 2022 | $(12.1) | $(12.5) million increase | | Q1 2021 | $0.3 (provided) | | - The increase in cash used was a result of progress payments for long-lead equipment items and capital expenditures related to the Kellyton Graphite Plant construction[83](index=83&type=chunk) [Financing Activities](index=26&type=section&id=2.4.3%20Financing%20Activities) This section explains the net cash provided by financing activities, focusing on equity sales Net Cash Provided by Financing Activities (Millions of Dollars) | Period | Amount | Change (YoY) | | :-------------------------- | :----- | :----------- | | Q1 2022 | $15.5 | $(56.6) million decrease | | Q1 2021 | $72.1 | | - The decrease was due to reduced sales activity under the **2020 Lincoln Park PA** and the ATM Offering Agreement compared to **Q1 2021**[84](index=84&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=2.5%20Liquidity%20and%20Capital%20Resources) This section discusses the company's financial liquidity, cash position, and strategies for future funding - The Company continues to rely on equity and debt financings to fund its operations and expects this to continue for the foreseeable future[85](index=85&type=chunk) - As of **March 31, 2022**, the cash balance was approximately **$116.0 million**, with **$31.6 million** remaining under the ATM Offering Agreement and **9.7 million shares** available under the **2020 Lincoln Park PA**[87](index=87&type=chunk) - Management believes current cash is sufficient for non-discretionary expenditures through **2022** and is exploring alternative project financing (e.g., project debt, government loans/grants, partnerships) for the Kellyton Graphite Plant[89](index=89&type=chunk)[90](index=90&type=chunk) [Off-Balance Sheet Arrangements](index=28&type=section&id=2.6%20Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements for the company - The Company has no off-balance sheet arrangements[91](index=91&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=28&type=section&id=2.7%20Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section provides a disclaimer about forward-looking statements and lists factors that could affect actual results - This report contains forward-looking statements subject to risks and uncertainties, intended to be covered by the safe harbor provisions of the **Private Securities Litigation Reform Act of 1995**[92](index=92&type=chunk) - Factors that could cause actual results to differ include graphite/vanadium prices, competition, customer contracts, feedstock availability, Kellyton Graphite Plant costs/schedule, government regulation, geological/processing/regulatory/legal problems, exploration results, financing ability, COVID-19 impacts, litigation, and permit acquisition[92](index=92&type=chunk)[93](index=93&type=chunk)[98](index=98&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=30&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Westwater Resources is not required to provide quantitative and qualitative disclosures about market risk in its Quarterly Reports - As a smaller reporting company, Westwater Resources is not required to provide quantitative and qualitative disclosures about market risk in its Quarterly Reports[96](index=96&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=30&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section details the company's disclosure controls and procedures, confirming their effectiveness as of March 31, 2022, and stating that there were no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=4.1%20Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section covers evaluation of disclosure controls and procedures - The Company maintains disclosure controls and procedures designed to ensure timely and accurate reporting of information required by the SEC[97](index=97&type=chunk) - Management, with the participation of the CEO and CFO, concluded that the Company's disclosure controls and procedures were **effective as of March 31, 2022**[98](index=98&type=chunk) [Changes in Internal Controls](index=32&type=section&id=4.2%20Changes%20in%20Internal%20Controls) This section covers changes in internal controls - There were **no material changes** in internal control over financial reporting during the three months ended **March 31, 2022**, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[99](index=99&type=chunk) [PART II - OTHER INFORMATION](index=32&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=32&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section refers to the Annual Report for information on legal proceedings and states that there have been no material changes since the last report - There have been **no material changes** to the legal proceedings previously disclosed in the Annual Report[100](index=100&type=chunk) [ITEM 1A. RISK FACTORS](index=32&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section directs readers to the "Risk Factors" section in the Annual Report for a comprehensive discussion of the company's risk factors - Refer to "Risk Factors" in Item 1A of the Annual Report for a discussion of the Company's risk factors[101](index=101&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=32&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section states that there were no unregistered sales of equity securities or use of proceeds to report for the period - None to report[102](index=102&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=32&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section indicates that there were no defaults upon senior securities during the reporting period - None to report[103](index=103&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=32&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section states that mine safety disclosures are not applicable to the company - Not applicable[104](index=104&type=chunk) [ITEM 5. OTHER INFORMATION](index=32&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section indicates that there is no other information to report for the period - None to report[105](index=105&type=chunk) [ITEM 6. EXHIBITS](index=32&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including an employment agreement, certifications from the CEO and CFO, and various Inline XBRL documents - Exhibits include an Employment Agreement for John W. Lawrence, CEO and CFO certifications (pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act**), and Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File)[106](index=106&type=chunk)[107](index=107&type=chunk)[113](index=113&type=chunk) [SIGNATURES](index=34&type=section&id=SIGNATURES) This section contains the official signatures of the company's President and CEO and Vice President - Finance and Chief Financial Officer - The report was signed on **May 10, 2022**, by Chad M. Potter, President and Chief Executive Officer, and Jeffrey L. Vigil, Vice President - Finance and Chief Financial Officer[113](index=113&type=chunk)

Westwater Resources, Inc. (NYSE:WWR) Q4 2021 Earnings Conference Call February 14, 2022 11:00 AM ET Company Participants Chris Jones - President & Chief Executive Officer Terence Cryan - Chairman of the Board Chad Potter - Chief Operating Officer Jeff Vigil - Vice President of Finance & Chief Financial Officer Conference Call Participants Debra Fiakas - Crystal Equity Research Gilbert Good - Western International Michael Porter - Porter, LeVay & Rose Operator Thank you for standing by. This is the conferenc ...