WWR Westwater Resources Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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WESTWATER RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all the boxes that apply):

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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Westwater Resources, Inc.:

We will hold our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in virtual format only on Tuesday, May 27, 2025, at 8:00 a.m., mountain daylight time at www.cesonlineservices.com/wwr25_vm.  To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/wwr25_vm by no later than 8:00 a.m., mountain daylight time, on Monday, May 26, 2025.  At the virtual meeting, the stockholders will consider and vote upon the following matters:

The Board has fixed the close of business on Monday, March 31, 2025, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.  Beginning this year, we are furnishing our proxy materials, including the proxy statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to our stockholders via the Internet.  Accordingly, on or before April 11, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the record date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.

We have adopted a virtual-only meeting format for our Annual Meeting to make participation accessible for stockholders from any geographic location.  There is no in-person meeting for you to attend.  For more information about the virtual-only meeting format, please see “How do I attend a Virtual Annual Meeting?” on page 2 and “Is the Annual Meeting virtual?” on page 3 of the attached proxy statement for the Annual Meeting.  You may vote electronically at the Annual Meeting if you attend virtually or by proxy.  If you elect to vote by proxy, please follow the instructions provided in the Notice – voting by proxy can occur via the telephone, over the Internet, or by mail if a paper proxy card is requested.  

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Whether or not you plan to participate in the virtual meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or to vote your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured.  The giving of such proxy will not affect your right to vote should you later decide to virtually attend the Annual Meeting.  Please vote by following the instructions on the Notice.  Your vote is important.

Centennial, Colorado
April 1, 2025

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2025 PROXY STATEMENT SUMMARY

This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement and our 2024 Annual Report before you vote. This proxy statement is being made available to stockholders on or about Friday, April 11, 2025.

2025 ANNUAL MEETING OF STOCKHOLDERS

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VOTING MATTERS AND BOARD RECOMMENDATIONS

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DIRECTORS OF THE COMPANY AND 2025 NOMINEES FOR DIRECTOR

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TABLE OF CONTENTS

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PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation of proxies by Westwater Resources, Inc. (“Westwater” or the “Company”) on behalf of its Board of Directors (the “Board”) for the 2025 Annual Meeting of Stockholders (“Annual Meeting”).

Questions and Answers About the Annual Meeting

This proxy statement describes the matters to be acted upon at the Annual Meeting, provides information on those matters, and provides information about the Company that we must disclose when we solicit your proxy.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our Proxy Materials over the internet. We believe that internet delivery of our Proxy Materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice,” to our stockholders (including beneficial owners) as of the Record Date. Our stockholders who receive the Notice will have the ability to access the Proxy Materials on a website referred to in the Notice or request to receive a printed set of the Proxy Materials. The Notice contains instructions on how to access the Proxy Materials over the internet or to request a printed copy. In addition, stockholders may request to receive Proxy Materials in printed form by mail or electronically by email on an ongoing basis by following the instructions on the Notice.  Please note that you may not vote using the Notice. The Notice identifies the items to be voted on at the Annual Meeting and describes how to vote, but you cannot vote by marking the Notice and returning it.

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In addition, we may consider such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

If you are the beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you need to direct that organization to vote those shares on your behalf or obtain an authorization from them and vote the shares for yourself at the meeting.

As of March 20, 2025, directors and executive officers of the Company as a group beneficially owned and were entitled to vote 2,757,292 shares of common stock, representing approximately 3.86% of the shares of common stock entitled to vote at the Annual Meeting. All of the directors and executive officers of the Company who are entitled to vote at the Annual Meeting have advised the Company that they intend to vote their shares of common stock in favor of each of the proposals, although such persons have not entered into agreements obligating them to do so.

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However, if you have not submitted voting instructions to the broker, bank or other nominee, the banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, including the election of directors (Proposal 1), the approval of the four amendments to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan (Proposal 2), the advisory approval of our executive compensation (Proposal 3), and the issuance of 20% or more of the Company’s common stock pursuant to the Purchase Agreement with Lincoln Park Capital Fund, LLC (Proposal 5).  As a result, absent specific instructions from the beneficial owner of such shares, brokers, banks or other holders of record are not empowered to vote such shares on non-routine matters, which we refer to as a “broker non-vote.”  The effect of not instructing your broker, bank or other holder of record regarding how you wish your shares to be voted is that your shares will NOT be counted as “FOR” or “AGAINST” for these non-routine matters, and will NOT have an effect on Proposals 1, 2, 3 or 5.

No matter how many or few shares you own you are encouraged to vote and have your voice heard.

If you hold your stock in “street name” through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy by telephone, Internet or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Annual Meeting. For information on how to vote your shares at a virtual Annual Meeting, see “How do I attend a Virtual Annual Meeting?” and “Is the Annual Meeting Virtual” in the Questions and Answers portion of this Proxy Statement.

If you are a beneficial owner of shares held in “street name” (that is, if you hold your shares through a broker, bank or other holder of record), you can vote in one of three ways:

All stockholders are urged to have their voices heard on these important matters – please vote your shares today.

If you hold your shares in “street name,” and wish to change or revoke your vote, please refer to the information on the voting instruction form forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board has nominated five directors for election at the Annual Meeting. The directors will hold office from election until the next Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier death, resignation, or removal. All of the nominees are currently directors. Terence J. Cryan, Frank Bakker, Tracy D. Pagliara, Karli S. Anderson, and Deborah A. Peacock were elected by the stockholders at the 2024 Annual Meeting.

If your proxy is properly completed and received in time for the Annual Meeting, and if your proxy does not indicate otherwise, the represented shares will be voted “FOR” each of the directors presented below. We have no reason to believe that any of the nominees for director will be unable to serve if elected. However, if any of these nominees becomes unavailable, the persons named in the proxy intend to vote for any alternate designated by the current Board. Proxies cannot be voted for a greater number of persons than the nominees named.

The paragraphs below describe each nominee’s individual management and leadership experience for at least the last five years, which the Company believes, in the aggregate, creates a well-rounded and capable Board of Directors and contributes to the overall effectiveness of our Board and each of its Committees. Each nominee is an incumbent director. Each nominee consents to being named herein and to serve on the Board if elected. There are no family relationships among any director, executive officer or any person nominated or chosen by us to become a director.

Following each nominee’s biography below, we have highlighted certain notable skills and qualifications that contributed to his or her selection as a member of our Board of Directors.

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THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED BELOW.

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DIRECTOR NOMINEES

Terence J. Cryan

Director, Executive Chairman of the Board and Member of the Safety and Sustainability Committee

Terence J. Cryan rejoined the Westwater Resources Board as its Chairman in August 2017, and he became Executive Chairman on February 26, 2022. He previously served as a director from October 2006 to March 2016, served as Westwater’s Interim President & Chief Executive Officer from September 2012 to March 2013, and served as Chairman of the Board from June 2014 through March 2016. Mr. Cryan is also Chairman of the Board of Ocean Power Technologies, Inc. (NYSE American: OPTT), a renewable energy company providing electric power and communications solutions and services for offshore applications, where he has served as a director since October 2012.

Mr. Cryan currently serves as a Managing Director of MACCO Restructuring Group, LLC, which provides qualified interim leadership and advice to stakeholders across a broad spectrum of business sectors. Mr. Cryan served as President & Chief Executive Officer of Global Power Equipment Group Inc., a publicly traded provider of construction and maintenance services to power, energy and industrial customers, from March 2015 until July 2017. Previously, Mr. Cryan served as Co-founder and Managing Director of Concert Energy Partners, an investment and private equity firm based in New York City, from 2001 until 2015. Prior to that, Mr. Cryan was a Senior Managing Director in the Investment Banking Division at Bear Stearns. Additionally, Mr. Cryan was a Managing Director, Head of the Energy and Natural Resources Group and member of the Investment Banking Operating Committee at Paine Webber, which he joined following its acquisition of Kidder, Peabody in 1994. From 2007 to 2010, Mr. Cryan also served as President & Chief Executive Officer of Medical Acoustics LLC.

Mr. Cryan served as a Director on the Board of Global Power Equipment Group Inc. from January 2008 until July 2017. Mr. Cryan was previously a Director on the Board of Superior Drilling Products, Inc. from June 2014 to December 2016. He was also previously a Director of The Providence Service Corporation from May 2009 to May 2011, and Gryphon Gold Corporation from August 2009 to December 2012. Mr. Cryan has also been an adjunct professor at the Metropolitan College of New York Graduate School of Business. Mr. Cryan received a Master of Science degree in Economics from the London School of Economics in 1984 and a Bachelor of Arts degree in Economics from Tufts University in 1983. Mr. Cryan is a Board Leadership Fellow and member of the National Association of Corporate Directors.

Mr. Cryan’s extensive financial industry experience provides him with a wealth of knowledge in dealing with financial, accounting and regulatory matters. Mr. Cryan’s prior professional experience also permits him to provide valuable advice to the Company with respect to potential capital raising and merger and acquisition transactions, and his prior Board service and service as Interim President & Chief Executive Officer of the Company provides him a deep understanding of the operations of the Company.

Frank Bakker

Director, President & Chief Executive Officer

Chairman of the Safety and Sustainability Committee

Frank Bakker was elected as President & Chief Executive Officer and was appointed a director on January 16, 2023. Mr. Bakker served as Vice President and General Manager — Alabama Graphite Products from October 2022 until January 2023. Mr. Bakker has over 30 years of experience in engineering, project management, operations, and general management. Prior to joining the Company, from 2017 to 2021, he was responsible for engineering, project management, and plant operations at several methanol plants in Houston, Texas and in Charleston, West Virginia, including serving as the Chief Executive Officer for US Methanol LLC, as the Project Director for BD Energy, and as the Project Manager for Altivia AOC. From 2013 to 2017, Mr. Bakker served as President & Chief Executive Officer, and earlier as General Manager, in the ammonia and methanol business for OCI Partners LP in Beaumont, Texas. Mr. Bakker began his career at DSM in the Netherlands in 1989, working in various increasing management roles in the ammonia, engineering plastics and resins production businesses, eventually serving as the Manufacturing Director and Site Manager. Mr. Bakker received a Master’s Degree in Mechanical Engineering from the University of Twente Netherlands, and a Master’s in Business Administration from the University of Massachusetts.

Mr. Bakker has the necessary experience and education to serve the Company well through the construction and operation of the Kellyton advanced graphite processing plant.

Tracy D. Pagliara

Director, Chairman of the Nominating and Corporate Governance Committee and Member of the Audit Committee and the Compensation Committee

Tracy D. Pagliara has served as a director since July 2017. Beginning in February 2024, Mr. Pagliara served as a contractor in an acting capacity as General Counsel and Corporate Secretary for Ocean Power Technologies, Inc. (NYSE American: OPTT), and in January 2025 he accepted a permanent position as the Senior Vice President, General Counsel and Corporate Secretary for OPTT. From April 2018 to September 2023, Mr. Pagliara served as CEO of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group Inc.) (NYSE American: WLMS), a publicly traded provider of construction and maintenance services to power, energy and industrial customers (“Williams”). From July 2017 to April 2018, Mr. Pagliara served as Co-President and Co-CEO of Williams. Mr. Pagliara joined Williams in April 2010 as General Counsel, Secretary and Vice President, Business Development and served in multiple other positions of increasing responsibility, including Senior Vice President, Administration, prior to his appointment as Co-President and Co-CEO in July 2017. Prior to joining Williams in April 2010, Mr. Pagliara served as the Chief Legal Officer of Gardner Denver, Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps, and other fluid transfer equipment, from August 2000 through August 2008. He also had responsibility for other roles during his tenure with Gardner Denver, including Executive Vice President of Administration, Chief Compliance Officer, and Corporate Secretary. Prior to joining Gardner Denver, Mr. Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August 1996 to August 2000 and Kellwood Company from May 1993 to August 1996, ultimately serving in the role of Assistant General Counsel for each company. Mr. Pagliara has a B.S. in Accounting and a J.D. from the University of Illinois. He is a member of the Missouri and Illinois State Bars and a Certified Public Accountant.

Mr. Pagliara brings to the Board extensive experience advising public companies and companies in the energy industry, in addition to companies with similar capital needs to Westwater. Mr. Pagliara’s background in accounting also permits him to contribute substantially as a member of the Audit Committee.

Karli S. Anderson

Director, Chair of the Compensation Committee and Member of the Audit Committee and the Safety and Sustainability Committee

Karli S. Anderson was the Executive Vice President, Chief People and Environmental, Safety, and Governance (ESG) Officer, and Head of Communications at Summit Materials, Inc. (NYSE: SUM), a leading vertically-integrated materials company with operations throughout North America from August 2019 until February 2025. She previously served as Vice President, Investor Relations for Royal Gold, Inc., a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties, and similar production-based interests with over 190 properties on six continents, from 2013 to 2018. Previously, from 2010 to 2013, Ms. Anderson was a Senior Director of Investor Relations for Newmont Mining Corporation, one of the world’s largest gold producers. Ms. Anderson’s 20 years of capital markets experience includes stockholder engagement related to environmental, social and governance (ESG) factors with both equity and fixed income investors as well as proxy advisory firms. From 2012 to 2018, Ms. Anderson served as Chair of the Board of the Denver Gold Group, an organization representing seven-eighths of the world’s publicly traded gold and silver companies. Ms. Anderson holds a Bachelor’s Degree in telecommunications from Ohio University and a Masters of Business Administration (finance) from the Wharton School at the University of Pennsylvania. Ms. Anderson is a Governance Fellow and member of the National Association of Corporate Directors and Women Corporate Directors.

Ms. Anderson’s insights and guidance, her wealth of experience in the mining industry leading an environmental and safety function, as well as her advocacy towards better corporate governance, will continue to be critical assets to Westwater.

Deborah A. Peacock

Director, Chair of the Audit Committee and Member of the Compensation Committee and the Nominating and Corporate Governance Committee

Ms. Peacock is an attorney licensed to practice law in New Mexico, Colorado, and New York, and she is a Registered Patent Attorney. Ms. Peacock is also a Registered Professional Engineer in Colorado and New Mexico. Ms. Peacock is the President, CEO, Managing Director, and owner of Peacock Law P.C. located in Albuquerque, New Mexico, which she founded in April 1995.

From 2011 until March 2023, Ms. Peacock served on the Board of Regents of the New Mexico Institute of Mining & Technology and served as the Chair thereof in the last six years. She now serves on the Board of Governors of the Colorado School of

Mines Foundation (2024 – present), is Vice Chair of the Development Committee, and is also on the Nominating/Governance Committee.  Ms. Peacock served on the New Mexico Mining Safety Board from 2015 until 2021. From 2017 to 2022, Ms. Peacock served on the Board of Directors of THEMAC Resources Group, Ltd. (CVE: MAC), chaired its Corporate Governance Committee and was a member of its Audit Committee, as well as its wholly-owned subsidiary New Mexico Copper Corp. Since 2017, Ms. Peacock has served on the Board of Directors of New Mexico Gas Company, and from 2018 to February 2023, she served on the Board of Directors of Emera Technologies, LLC (a/k/a Block Energy) — both of which are wholly owned subsidiaries of Emera, Inc. (TSE:EMA). She also serves on advisory boards of several start-up companies involved in mineral processing.  In addition to her corporate Board service, Ms. Peacock is on the Board of NewSpace Nexus (2024 – present), and served on the National Academy of Sciences, Earth Resources Committee (2020-2023). Ms. Peacock previously served on the Board of The Georgia O’Keeffe Museum on both its Audit and Executive Committees, and was Chair of its Audit Committee. She previously served on the New Mexico Environmental Improvement Board and as Chair thereof for four years. In 2014, Ms. Peacock co-founded the Greater New Mexico Chapter of Women Corporate Directors. Ms. Peacock served on the Board of New Mexico Angels from 2005 to 2022.

Ms. Peacock obtained her Bachelors of Science degree (B.S.) in Metallurgical Engineering from the Colorado School of Mines, and her Law Degree (J.D.) from Harvard Law School. She is also a Governance Fellow with the National Association of Corporate Directors. Ms. Peacock brings to the Board extensive experience in or with corporate governance, financial oversight, ESG, a wide variety of business and corporate legal matters including intellectual property and mergers & acquisitions, and has knowledge of mining and metallurgy industries, environmental regulations, permitting, and social license.

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CORPORATE GOVERNANCE

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”). Members of the Board are kept informed of the Company’s business through discussions with the Chairman 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 is expected of each director.  Our Board held 11 meetings during 2024.  All directors attended all Board and all Committee meetings in 2024 with two exceptions.  Ms. Anderson was unable to attend one Board meeting in March 2024 and the Safety & Sustainability Committee meeting in November 2024.  The independent directors met in executive session at several of the Board meetings held in 2024.  All of the directors attended the 2024 Annual Meeting of Stockholders in May 2024.

Board Leadership Structure

The Company’s governing documents allow the roles of Chairman (or Executive Chairman) and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to evaluate and determine, on an annual basis, whether the two roles should be separate or combined based upon the Company’s needs, the Board’s assessment of the Company’s leadership from time to time, and long-term interests of our stockholders. Based on these considerations, currently Mr. Cryan serves as Executive Chairman and Mr. Bakker serves as Chief Executive Officer. Mr. Cryan is best situated to serve as Executive Chairman given his long tenure with the Company and his extensive experience involving board leadership, corporate strategy, succession planning and talent acquisition as well as dealing with the financial markets and institutional investors. Mr. Bakker is best situated to serve as Chief Executive Officer given his experience in engineering, project management, construction and operations, and general corporate management.

Determination of 2025 Director Nominees

Each of the director nominees at the 2025 Annual Meeting are existing directors of the Company. Mr. Cryan, Mr. Bakker, Mr. Pagliara, Ms. Anderson, and Ms. Peacock were elected by the stockholders at the 2024 Annual Meeting.

Director Independence

The Board annually reviews all relationships that directors have with the Company to affirmatively determine whether the directors are “independent” under NYSE American listing standards. The Board has determined that each of Mr. Pagliara, Ms. Anderson, and Ms. Peacock are “independent” and as a result, each existing member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee is “independent.” Mr. Cryan was determined to be an “independent” director until February 26, 2022, when he began serving as Executive Chairman. In arriving at the foregoing independence determination, the Board considered transactions and relationships between each director or any member of her or his immediate family and the Company, its subsidiaries, or its affiliates. The Board has determined that the directors designated as “independent” have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.

Communications with the Board

Interested parties, including the Company’s stockholders, desiring to communicate with the Board members, including its non-management directors as a group, may do so by mailing a request to the Corporate Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. Pursuant to the instruction of the Company’s non-management directors, the Corporate Secretary will review inquiries and if they are relevant to, and consistent with our operations, policies and procedures, they will be forwarded to the director or directors to whom they are addressed. Inquiries not forwarded will be retained by the Company and will be made available to any director upon request.

Committees of the Board

The Board has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Safety and Sustainability Committee. The table below indicates the members of each standing Board Committee as of March 20, 2025.

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Each of the Company’s Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Safety and Sustainability Committee operates under a charter, adopted by the Board, which is available on the Company’s website at www.westwaterresources.net under “Corporate Governance,” or in print, without charge, to any stockholder who sends a request to the Corporate Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. The functions performed by each of the standing Committees are briefly described below. The Company’s website address is provided as an inactive textual reference only. The information provided on the website is not incorporated by reference into, and does not form a part of, this proxy statement.

The Audit Committee

We have a separately designated Audit Committee composed solely of independent directors. The Audit Committee held four meetings in 2024.

The Audit Committee’s primary responsibilities are to:

The Board has determined that Ms. Peacock, the Chair of the Audit Committee, and Mr. Pagliara, a member of the Audit Committee, each satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert.” In addition, the Board has determined that each of Ms. Peacock, Mr. Pagliara, and Ms. Anderson, constituting all current members of the Audit Committee, is an independent director pursuant to the requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and NYSE American listing standards and is able to read and understand the Company’s financial statements.

The Compensation Committee

The Compensation Committee held four meetings in 2024, and also engaged in a number of informal discussions. The Compensation Committee is responsible for assisting the Board in developing the Company’s compensation philosophy, setting the compensation of the Company’s executive officers, and administering and implementing the Company’s incentive compensation plans and equity-based plans. The Compensation Committee’s duties and responsibilities are to:

The Compensation Committee also reviews and discusses the Compensation Discussion and Analysis appearing in the Company’s proxy statements with management, and based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis set forth herein be included in this proxy statement.

Under the Compensation Committee Charter, the Compensation Committee has the authority to retain compensation consultants.  Although none were used in 2024, the Compensation Committee has previously engaged compensation consultants.  The Compensation Committee also has the authority to obtain advice and assistance from executives, internal or external legal, accounting, or other advisors as it determines necessary to carry out its duties.

The Compensation Committee may delegate its authority to determine the amount and form of compensation paid to non-executive employees and consultants to officers and other appropriate supervisory personnel. It may also delegate its authority (other than its authority to determine the compensation of the Chief Executive Officer) to a subcommittee of the Compensation Committee. Finally, to the extent permitted by applicable law, the Compensation Committee may delegate to one or more officers (or other appropriate personnel) the authority to recommend stock options and other stock awards for employees who are not executive officers or members of the Board.

The Board has determined that each of Ms. Peacock, Mr. Pagliara, and Ms. Anderson, constituting all current members of the Compensation Committee, is an independent director pursuant to the requirements under the Exchange Act and NYSE American listing standards.

Practices for the Timing of Awards as They Relate to the Disclosure of Material Non-Public Information

We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Company has historically granted such awards on a predetermined annual schedule. In fiscal 2024, we did not grant new awards of stock options to our NEOs during the time period outlined in Item 402(x) of Regulation S-K.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held two meetings in 2024. The Nominating and Corporate Governance Committee’s duties and responsibilities are to:

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 Corporate 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.

The Nominating and Corporate Governance Committee also regularly reviews and sets the terms of compensation for each member of the Board and its various Committees. Such compensation decisions are made on an annual basis following the annual general meeting of stockholders. Together with the Board, the Nominating and Corporate Governance Committee also routinely considers executive officer succession planning, identification, and election. Generally, the Company’s named executive officers are appointed by the Board on an annual basis following the annual general meeting of stockholders. Finally, as part of its responsibilities, the Nominating and Corporate Governance Committee oversees matters of corporate governance.

The Board has determined that each of Mr. Pagliara and Ms. Peacock, constituting all current members of the Nominating and Corporate Governance Committee, is an independent director pursuant to the requirements under the Exchange Act and NYSE American listing standards.

The Safety and Sustainability Committee

The Safety and Sustainability Committee held three meetings in 2024. The Safety and Sustainability Committee’s primary responsibility is for management of health, safety, loss prevention, operational security, sustainable development, environmental management and affairs, community relations, human rights, government relations and communications issues relating to the Company, including compliance with laws and regulations. The Committee’s primary purposes are to:

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Code of Ethics

The Company has adopted a Code of Ethics for Senior Financial Officers, which is applicable to the Company’s chairman (or executive chairman), chief executive officer, chief financial officer, chief accounting officer, general counsel, controller, and treasurer, and a Code of Business Conduct and Ethics, which is applicable to all directors, officers, and employees. Copies of the codes are available on the Company’s website at www.westwaterresources.net under “Corporate Governance” or in print, without charge, to any stockholder who sends a request to the office of the Corporate Secretary of Westwater Resources, Inc. at 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112. In the event that the Company makes any amendment to, or grants any waiver from, a provision of the Code of Ethics for Senior Financial Officers that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, or certain other senior officers and requires disclosure under applicable SEC rules, the Company intends to disclose such amendment or waiver and the reasons for the amendment or waiver on the Company’s website or, as required by NYSE American rules, file a Current Report on Form 8-K with the SEC reporting the amendment or waiver.

The Company’s website address is provided as an inactive textual reference only. The information provided on the website is not incorporated by reference into, and does not form a part of, this proxy statement.

Related Party Transactions

The Company’s general policy with respect to related party transactions is included in its Code of Business Conduct and Ethics, the administration of which is overseen by the Audit Committee. Directors and officers are required to report to the Audit Committee any potential transaction that the Company would be required to disclose pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act (a “Related Party Transaction”). If a potential Related Party Transaction is disclosed to the Audit Committee, it will be reviewed by the non-interested members of Audit Committee and they will decide whether the Related Party Transaction will be permitted in accordance with the policy in the Code of Business Conduct and Ethics.

The Company also collects information about actual or potential Related Party Transactions in its annual questionnaire completed by directors and officers. Potential Related Party Transactions are subject to the review and approval of the non-interested members of the Audit Committee. In determining whether to approve any such transaction, the Audit Committee will consider such factors as it deems relevant, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in arm’s length negotiations with an unrelated third party.

Stock Trading Policies

The Company’s securities trading policy and procedures governing the purchase, sale, and other dispositions of the Company’s securities apply to the Company and to the Company’s directors, officers, and employees and are designed to ensure compliance with insider trading laws, rules and regulations, and NYSE American standards, to avoid even the appearance of improper conduct on the part of anyone employed by or associated with the Company, and to require the Company’s directors, officers, and key employees to

effect transactions in the Company’s stock only during certain trading windows and to pre-clear all such transactions with a designated officer of the Company. The Company’s securities trading policy specifically prohibits any Company personnel from engaging in short-term or speculative transactions involving the Company’s stock, including a prohibition on: (a) trading in Company stock on a short-term basis and thus requiring stock purchased on the open market to be held for a minimum of six months; (b) purchases of Company stock on margin; (c) short sales of Company stock; (d) buying or selling put or call options or other derivative securities relating to Company stock; (e) engaging in hedging or monetization transactions, such as collar, equity swaps, prepaid variable forwards, and exchange funds with respect to Company stock; (f) participating in investment clubs that invest in the Company’s securities; (g) holding the Company’s securities in a margin account; (h) placing open orders of longer than three business days or ending after a trading window has closed (except pursuant to a qualified trading plan that is intended to comply with the safe harbor in Rule 10b5-1); and (i) pledging Company stock as security for any obligation.  The Company’s Insider Trading Policy is attached as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Board Oversight of Risk Management

The Board has overall responsibility for risk oversight with a focus on the most significant risks facing the Company. The Board relies upon the President & Chief Executive Officer to supervise day-to-day risk management, who reports directly to the Board and certain Committees on such matters as appropriate.

The Board is also responsible for oversight of the Company’s efforts to address environmental matters and cybersecurity. The Company has a long history of environmental leadership, especially with regard to state and federal regulations as they apply to our former uranium operations. In addition, we have performed our work without serious injury for several years — emblematic of our approach to safe work practices, procedures and leadership. As part of our environmental activities associated with the development of our graphite business, the Westwater team has prepared, and filed a formal patent application in the U.S. Patent & Trademark Office for, a process that purifies graphite with a lighter environmental footprint than processes used by others in our business.

The Board delegates certain oversight responsibilities to its Committees. For example, while the primary responsibility for financial and other reporting, internal controls, compliance with laws and regulations and ethics rests with the management, the Audit Committee provides risk oversight with respect to the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and corporate policies and controls, and the independent auditor’s selection, retention, qualifications, objectivity and independence. Additionally, the Compensation Committee provides risk oversight with respect to the Company’s compensation programs, and the Nominating and Corporate Governance Committee provides risk oversight with respect to the Company’s governance structure and processes and succession planning. The Board and each Committee consider reports and presentations from the members of management responsible for the matters considered to enable the Board and each Committee to understand and discuss risk identification and risk management.

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AUDIT COMMITTEE REPORT

The Audit Committee, operating under a written charter adopted by the Board, reports to and acts on behalf of the Board by providing oversight of the Company’s independent auditor and the Company’s financial management and financial reporting procedures. Management has primary responsibility for preparing the Company’s financial statements and establishing and maintaining effective internal financial controls and for the public reporting process. Moss Adams LLP, the Company’s independent registered public accountant, is responsible for auditing those financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles.

In this context, the Audit Committee reviewed and discussed with management and Moss Adams LLP the audited financial statements for the year ended December 31, 2024, the Moss Adams audit fees, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting.  The Audit Committee has discussed with Moss Adams LLP the matters that are required to be discussed by the applicable Public Company Accounting Oversight Board and SEC standards.  Moss Adams LLP has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Moss Adams LLP’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Moss Adams LLP that firm’s independence.  The Audit Committee also concluded that Moss Adams LLP’s provision of audit and non-audit services to the Company and its affiliates is compatible with Moss Adams LLP’s independence.

Based on the considerations referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2024, be included in the Company’s Annual Report on Form 10-K for 2024 and selected Moss Adams LLP as the independent registered public accountants for the Company for 2025.

The Report was submitted by the following members of the Audit Committee of the Board:

Deborah A. Peacock, Chair

Tracy D. Pagliara

Karli S. Anderson

The information contained in the foregoing Audit Committee Report shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

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DIRECTOR COMPENSATION

Annual Compensation

The annual cash retainer for non-employee directors is $60,000, earned at a rate of $15,000 per quarter. In addition, compensation for each non-employee director for each committee served upon is equal to $2,500 per quarter, with the Chair of each committee earning an additional $2,500 per quarter for such service. Also, each non-employee director was provided with a stock award valued at $95,000 following the annual general meeting of stockholders held in May 2024.

Effective January 29, 2024, the annual compensation for Mr. Cryan was re-set by the Board and now consists of three parts (each subject to adjustment by the Compensation Committee as/when appropriate) for his service as an employee of the Company with the title Executive Chairman of the Board:  (i) an annual base salary initially set at $325,000 per year; (ii) participation in the Company’s Short-Term Incentive (STI) plan initially set at a target of 60 percent of his annual base salary; and (iii) participation in the Company’s Long-Term Incentive (LTI) Plan initially set at a target of 100 percent of his annual base salary.  He is also eligible for a 401(k) match and life insurance. For additional information regarding Mr. Cryan’s total compensation for 2024, see the last footnote to the 2024 Summary Compensation Table in Proposal 3 (Advisory Vote to Approve Executive Compensation) on page 41.

All of the Company’s directors are also reimbursed for reasonable out-of-pocket expenses related to attendance at Board and Committee meetings.

The following table summarizes all compensation for Board service earned by the non-employee directors and Mr. Cryan during the year ended December 31, 2024.

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The number of Restricted Stock Units (“RSUs”) and vested and unvested stock options held by each non-employee director and Mr. Cryan at fiscal year-end 2024 is shown below:

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Anticipated Compensation Policy for Independent Directors in Fiscal Year 2025

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For fiscal year 2025, the Nominating and Corporate Governance Committee intends to apply the same components of the compensation policy reviewed above for independent Directors with the following important change.  The Nominating and Corporate Governance Committee is acutely aware of the competitive marketplace for talented Board members and the risks associated with serving on the board of a pre-revenue stage, micro-cap public company with a going concern qualification, and plans to take necessary steps to retain the Company’s existing independent Directors.  No changes are planned in the annual cash retainer for Board service and Committee service.  Instead, the Nominating and Corporate Governance Committee anticipates a significant increase in equity awards for its independent Directors, which will further align their overall compensation with broader shareholder interests.

PROPOSAL 2

AMENDMENT TO OUR 2013 OMNIBUS INCENTIVE PLAN

The Westwater Resources, Inc. 2013 Omnibus Incentive Plan (the “Incentive Plan”) is the sole active plan that provides for equity incentive compensation to our eligible directors, officers, employees, and consultants. The Board believes that the Incentive Plan is in the best interests of the Company and our stockholders as equity awards help to attract, retain, and motivate the directors, officers, and employees of the Company to achieve long-term performance goals and enable them to participate in the long-term growth of the Company. In addition, the Board views equity awards as an important form of compensation for our executive officers, which aligns the interests of the stockholders and the Company’s executive officers.

Stockholders originally approved the Incentive Plan at our annual meeting on June 4, 2013.  Over the ensuing 12 years, the Incentive Plan has been utilized by the Board to make awards to eligible directors, officers, employees, and consultants, and our stockholders have routinely approved amendments to the Incentive Plan to increase the number of shares available for that purpose.  By February 2025, there were only 56,803 shares available for issuance under the Incentive Plan, which is not sufficient for the anticipated equity awards to eligible directors, officers, and employees in fiscal year 2025.

Increase the authorized number of shares of stock available and reserved for issuance under the Incentive Plan

On March 19, 2025, the Board approved, at the recommendations of the Compensation Committee and the Nominating and Corporate Governance Committee, and subject to stockholder approval at the Annual Meeting, an amendment to the Incentive Plan to increase the number of shares available for grant under the Incentive Plan by twenty million (20,000,000) shares to ensure that adequate shares will be available for near-term grants.  The additional shares represent 10 percent of the 200,000,000 shares of our common stock that have been authorized by the stockholders.  We believe that compensating our management team with substantial equity in the Company, subject to achieving defined corporate goals vesting over several years, is important in creating an environment in which employees (a) will be motivated to remain employed for years, and (b) be productive over long periods of time to help the Company achieve its goals. We further believe that the attraction, motivation, and retention of highly qualified personnel is essential to our continued growth and success, and that continued awards under the Incentive Plan are necessary for us to remain competitive in our compensation practices. The current environment for sourcing talented employees is highly competitive, which has put a premium on attracting and retaining key employees. In February 2025, the Compensation Committee decided that none of the members of the Company’s executive management team would receive any increase in their base compensation including no cost-of-living adjustment.  While base compensation could be increased in the future by the Compensation Committee if and as warranted, the Compensation Committee prefers, instead, to award shares of the Company’s stock (with defined performance goals vesting over several years) to its executive management team from the Incentive Plan as a more  effective way to ensure alignment of employees’ and stockholders’ interests, and believes that all such equity incentives are in the best interest of the stockholders.

Early each year our Compensation Committee identifies those officers and employees who will be eligible to receive an equity incentive award.  While the Compensation Committee retains considerable discretion regarding how awards are determined and to whom they are granted, typically they calculate the value of each award for each recipient based upon either a variable percentage of the recipients’ annual cash compensation or a definitive award (in either value or in shares) based upon the recipient’s contributions to and responsibilities for the Company.  Details regarding past stock grants made to the Company’s named executive officers (NEOs) are addressed on pages 41 - 42.  It is typical for stock awards to vest, if at all, equally over a period of three years with one-third of the vesting contingent upon the recipient’s continued employment with the Company at the time of vesting and two-thirds of the vesting contingent upon attaining specific corporate performance goals unique to each year.

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The following table summarizes the number of shares of common stock subject to outstanding equity awards under the Incentive Plan, along with the shares remaining available for issuance under the Incentive Plan, in each case as of March 20, 2025:

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Based on 71,399,508 shares outstanding as of March 20, 2025.

Change the limit on the number of shares of stock that may be granted in a calendar year to any eligible person to a formulaic standard based upon a maximum multiple (10X) of cash compensation and to provide the Committee that administers the Incentive Plan with the discretion to determine the number of shares that may be granted in a calendar year to any eligible person

On March 19, 2025, the Board also approved, at the recommendations of the Compensation Committee and the Nominating and Corporate Governance Committee, and subject to stockholder approval at the Annual Meeting, another amendment to the Incentive Plan that changes the limit on the number of shares of stock that may be granted in a calendar year to any eligible person to a formulaic standard based upon a maximum multiple (10X) of base cash compensation and to provide the Committee that administers the Incentive Plan with the discretion to determine the specific number of shares that may be granted in a calendar year to any eligible person.  The Compensation Committee administers the Incentive Plan for awards to Company officers and employees, and the Nominating and Corporate Governance Committee administers the Incentive Plan for awards to independent Directors.  The formulaic standard for any award is based upon a maximum multiple of the base cash compensation (base salary only for NEOs and the cash retainer only for Board and Committee service for independent Directors) paid to an eligible person at the time an award is made, but limited to no more than a value of 10 times that base compensation, and in all cases with the actual number of shares subject to the judgment of the Committee making the award in light of the best interest of the Company and its shareholders.  The Committee making the award will also bear in mind, among other factors, the competitive marketplace (both public and private) for top executives and Board talent, applicable stock ownership targets, the imperative for strong insider ownership of the Company’s stock, and the risks attendant to serving as a named executive officer and/or Board member for a pre-revenue, micro-cap public company with a going concern qualification.  The Incentive Plan currently limits the number of shares of stock, restricted stock units (RSUs), and shares of stock subject to options or stock appreciation rights (SARs), that may be granted in a calendar year to an eligible person under the Incentive Plan to eight hundred thousand (800,000) shares.  Over the past year, the Company’s common stock has traded below $1/share, and often around $0.50/share.  As a result, the Committees administering the Incentive Plan may not be able to grant the anticipated number of RSUs or options to recipients because the Incentive Plan limits those grants to 800,000 shares per recipient per year.  As noted above, the Compensation Committee prefers to award shares of the Company’s stock (with defined performance goals vesting over several years) to its executive management team as a significant element of their compensation and to align management’s interests with the interests of shareholders. The Nominating and Corporate Governance Committee awards shares of the Company’s stock to the independent Directors as a significant element of their compensation, which also aligns with the interests of shareholders.  For any grant of stock, RSUs, options or SARs to any recipient, the Compensation Committee (for the Company’s officers and employees) and the Nominating and Corporate Governance Committee (for the independent Directors) always make decisions that they believe are in the best interest of the Company and its shareholders.  Therefore, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Board determined that in lieu of a defined number of shares of stock that may be granted in a calendar year to any eligible person, the Incentive Plan will apply a formulaic standard for grants in a calendar year based upon a maximum multiple of base cash compensation (base salary only for NEOs and the cash retainer for Board and Committee service for independent Directors) paid to an eligible person at the time an award is made, but limited to no more than a value of 10 times that base compensation, and in all cases with the actual number of shares subject to the judgment of the Committee making the award in light of the best interest of the Company and its shareholders.  

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Allow a Grantee under the Incentive Plan to authorize the Company to withhold shares of Stock for satisfying any federal, state or local tax withholding requirements at percentages equal to or more than the statutory minimum, up to the statutory maximum

On March 19, 2025, the Board also approved, at the recommendations of the Compensation Committee and the Nominating and Corporate Governance Committee, and subject to stockholder approval at the Annual Meeting, another amendment to the Incentive Plan that would allow a Grantee under the Incentive Plan to authorize the Company to withhold shares of stock for satisfying any federal, state or local tax withholding requirements at percentages more than the statutory minimum but up to the statutory maximum.  Currently the Incentive Plan allows the Grantee of an award under the Incentive Plan, when the award vests, to instruct the Company to withhold shares of stock to satisfy the Grantee’s federal, state or local tax withholding requirements, but the Incentive Plan also currently states that such withholding may not exceed “the minimum statutory amount” that is required to be withheld.  While additional federal, state or local tax may be owed by the Grantee, any such additional withholding is only allowed if the Incentive Plan permits such withholding at percentages more than the statutory minimum but up to the statutory maximum.  Therefore, the Compensation Committee and the Board determined that the Grantee should be afforded the option, if needed, to withhold shares of stock at percentages equal to or more than the statutory minimum but up to the statutory maximum.

Allow for shares of Stock deducted from or delivered by a Grantee to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the Incentive Plan

On March 19, 2025, the Board also approved, at the recommendations of the Compensation Committee and the Nominating and Corporate Governance Committee,  and subject to stockholder approval at the Annual Meeting, another amendment to the Incentive Plan that would allow shares of Stock deducted or netted or delivered by a Grantee under the Incentive Plan to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the Incentive Plan.  The Incentive Plan already provided that “any shares of Stock related to awards under the Incentive Plan which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares shall be available again for issuance under the Incentive Plan.”  The existing provision effectively allows for “un-used” shares associated with awards that expire, are forfeited or cancelled, or do not otherwise vest to be available for future awards on the terms to be approved by the Committees administering the Incentive Plan.  However, specifically excluded from this existing provision is the ability to use again shares deducted from or delivered by a Grantee under the Incentive Plan to satisfy any federal, state or local tax withholding requirements.  The Compensation Committee and Board believe that shares that are deducted from or delivered by a Grantee for tax withholding should also be available for future issuances under the Incentive Plan on the terms to be approved by the Committees administering the Incentive Plan.  Allowing such shares to continue to be available reduces the need for redundant requests of shareholders to approve increases under the Incentive Plan and supports the goal of maintaining the Incentive Plan with sufficient available shares to allow the Company to continue to attract and retain key officer and employees as well as Directors.  

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Reasons for Approval

We have made strides to better position the Company for growth and future success by embarking on a growth strategy in the battery materials and energy storage industry.  We are committed to further improving the Company’s performance, and significant continued effort, focus and dedication will be necessary from our management and employees to do so.  We believe it will be critical to our future success that we take steps to maintain the competitiveness of our incentive pay programs and that we continue to closely align these incentive opportunities with the interests of our stockholders.  To achieve these critical objectives as discussed more fully below, and to achieve the share ownership guidelines as discussed on page 37 below, we are seeking additional shares for issuance under the Incentive Plan, a change to the limit on the number of shares of stock that may be granted in a calendar year to an eligible person to a formulaic standard based upon a multiple of base cash compensation and to provide the Committee administering the Incentive Plan with the discretion to determine the specific number of shares that may be granted in a calendar year to any eligible person, to allow Grantees that elect to satisfy their federal, state, or local tax withholding requirements to the specific percentage of such withholding equal to or more than the statutory minimum, up to the statutory maximum, and to allow for shares of Stock deducted from or delivered by a Grantee under the Incentive Plan to satisfy any federal, state or local tax withholding requirements to be available again for issuance under the Incentive Plan.

Retaining and Attracting Employees

Our ability to recruit, retain, reward, and motivate employees and officers depends in part on our ability to offer competitive equity compensation.  We believe we would be at a competitive disadvantage if we could not continue to use equity awards to recruit and compensate these individuals or to limit those awards to an arbitrary, pre-defined number.

Aligning our Employees’ Interests with our Stockholders

We believe that the use of equity awards as part of our compensation program is important to our continued success because it fosters a pay for performance culture, which is an important element of our overall compensation philosophy. We believe equity compensation motivates employees to create stockholder value because the value employees realize from equity compensation is directly aligned with creation of stockholder value as reflected by the share price of the Company.

As discussed above, we believe that equity compensation aligns the goals and objectives of our employees with the interests of our stockholders and promotes a focus on long-term value creation. This long-term alignment between our employees and the interests of our stockholders is critical as our management strives to execute on our vision and growth plans. Equity awards that are subject to time-based and performance-based vesting criteria are designed to help retain key personnel and motivate them to attain our potential.

If we do not have the flexibility to grant equity awards under the Incentive Plan, we may need to increase the cash component of our employees’ compensation in order to remain market competitive. Increasing cash compensation would increase our cash compensation expense and would divert cash that could otherwise be invested in the Company’s business.

We are requesting approval of these amendments to the Incentive Plan in order to continue to recruit and retain the key employee talent that is vital to the execution of our vision and growth plans and to continue to closely align compensation opportunities with the creation of stockholder value.

Corporate Governance Considerations

As discussed in more detail below, our Incentive Plan includes provisions designed to serve stockholders’ interests and promote effective corporate governance, including the following:

Description of the Incentive Plan

Including the proposed amendments, the following is a general description of the material features of the Incentive Plan and its operation. A copy of the Incentive Plan, as amended by the proposed amendments, is attached as Appendix B to this Proxy Statement. The description below is qualified in its entirety by the detailed provisions of the Incentive Plan, which are set forth in Appendix B, and the proposed amendments, which are set forth in Appendix A. Because participation in and the types of awards to be granted under the Incentive Plan are subject to the discretion of our Compensation Committee for officers and employees and the Nominating and Corporate Governance Committee for independent Directors, the benefits or amounts that will be received by any participant or group of participants are not currently determinable.

Eligibility

All of our officers, directors and employees, and the officers, directors and employees of our subsidiaries and affiliates, are eligible to receive awards under the Incentive Plan.  In addition, consultants, advisers, and certain other individuals whose participation

in the Incentive Plan is determined to be in the best interests of the Company by the Compensation Committee may participate.  However, non-qualified stock options are only available to our employees.  As of March 20, 2025, 22 individuals were eligible to receive awards under the Incentive Plan.

Administration of the Incentive Plan

The Incentive Plan is administered by our Compensation Committee, and our Compensation Committee determines all awards, all terms and conditions of awards, and the number of shares of common stock subject to awards under the Incentive Plan for employee-directors, officers, employees, and consultants. The Nominating and Corporate Governance Committee determines the number of shares of common stock subject to awards under the Incentive Plan for non-employee directors. Each member of our Compensation Committee and each member of our Nominating and Corporate Governance Committee is both a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. Our Compensation Committee also interprets the provisions of the Incentive Plan. During any period of time in which we do not have a Compensation Committee, the Incentive Plan will be administered by the Board of Directors or another committee appointed by the Board of Directors. References herein to our Compensation Committee include a reference to the Board of Directors or another committee appointed by the Board of Directors for those periods in which the Board of Directors or such other committee appointed by the Board of Directors is acting.

Stock Authorization

Assuming that this Proposal is approved, the maximum number of shares of common stock available for awards under the Incentive Plan is equal to the sum of (x) 56,806 shares that existed within the Incentive Plan on March 20, 2025, plus (y) the number of shares available for awards under our prior equity plans as of June 4, 2013, including any awards made under those plans that terminate by expiration, forfeiture, or cancellation, plus (z) the additional 20,000,000 shares being authorized for issuance under this amendment to the Incentive Plan.

Share Usage

Each share subject to an award, including through dividend reinvestment rights, is counted against the share issuance limit on a one-for-one basis.  The number of shares subject to a SAR is also counted against the share issuance limit on a one-for-one basis, regardless of the number of shares actually issued to settle the SAR.  An award that, by its terms, cannot be settled in shares of stock will not count against the share issuance limit.

No Repricing

Except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or SAR, including by replacement with or substitution of another award type, that would reduce the exercise price of the stock option or SAR or would replace any stock option or SAR with an exercise price above the current market price with cash or another security, in each case without the approval of our stockholders (although appropriate adjustments may be made to outstanding stock options and SARs to achieve compliance with applicable law, including the Internal Revenue Code).

Types of Awards Available Under the Incentive Plan

The Incentive Plan allows for several different types of awards and sets forth the various terms and conditions associated with those awards.  In sum, the following six type of awards can be made:  (1) stock options including those that do not qualify as incentive stock options; (2) stock awards including restricted stock, unrestricted stock, and RSUs; (3) SARs; (4) performance-based awards; (5) dividend equivalents; and (6) other equity-based awards, including those payable in cash, as determined by the Compensation Committee.  For a complete description of each award and their specific terms and conditions, see Appendix B.

Recoupment

Award agreements for awards granted pursuant to the Incentive Plan provide for mandatory repayment by the recipient to us of any gain realized by the recipient to the extent the recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for “cause” as defined in the Incentive Plan, applicable award agreement, or any other agreement between us and the grantee. Awards are also subject to mandatory repayment to the extent the grantee is or becomes subject to any clawback or recoupment right we may have, including under our Compensation Recovery Policy, or to the extent any law, rule or regulation imposes mandatory recoupment.

Change in Control

If the Company experiences a change in control in which outstanding awards that are not exercised prior to the change in control will not be assumed or continued by the surviving entity:  (i) except for performance-based awards, all shares of restricted stock and RSUs will vest and the underlying shares of common stock and all dividend equivalent rights will be delivered immediately before the change in control; and (ii) either or both of the following actions will be taken: (a) all options and SARs will become exercisable 15 days before the change in control and terminate upon the completion of the change in control, or (b) the Compensation Committee may elect, in its sole discretion to cash out all options, SARs, restricted stock and RSUs before the change in control for an amount equal to, in the case of restricted stock or RSUs, the formula or fixed price per share paid to stockholders pursuant to the change in control, in the case of options or SARs, such formula or fixed price reduced by the option price or SAR price applicable to the award.  In the case of performance-based awards denominated in shares of common stock, if more than half of the performance period has lapsed, the awards will be converted into shares of restricted stock or RSUs based on actual performance to date.  If less than half of the performance period has lapsed, or if actual performance is not determinable, the awards will be converted into shares of restricted stock or RSUs assuming target performance has been achieved.

A change in control under the Incentive Plan occurs if:

Adjustments for Stock Dividends and Similar Events

The Compensation Committee will make appropriate adjustments in outstanding awards and the number of shares of common stock available for issuance under the Incentive Plan, including the individual limitations on awards, to reflect stock splits and other similar events.

Amendment or Termination

The Board of Directors may amend, suspend or terminate the Incentive Plan at any time; provided that no amendment, suspension or termination may adversely impair the benefits of participants with outstanding awards without the participants’ consent or violate our Incentive Plan’s prohibition on repricing. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the Incentive Plan. The Incentive Plan has a term that expires fifteen years after the original stockholder approval of the Incentive Plan, i.e., on June 4, 2028, but it may be earlier terminated by the Board of Directors at any time.

Equity Compensation Plan Information

The table appearing on page 26 provides information as of March 20, 2025, with respect to the shares of the Company’s common stock that may be issued under the equity compensation plans of the Company. Our only active equity plan is our Incentive Plan.

Federal Income Tax Consequences

Incentive Stock Options.    The grant of an option will not be a taxable event for the grantee or for the Company. A grantee will not recognize taxable income upon exercise of an incentive stock option (except that the alternative minimum tax may apply), and any

gain realized upon a disposition of our common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares of common stock for at least two years after the date of grant and for one year after the date of exercise (the “holding period requirement”). We will not be entitled to any business expense deduction with respect to the exercise of an incentive stock option, except as discussed below.

For the exercise of an option to qualify for the foregoing tax treatment, the grantee generally must be our employee or an employee of a subsidiary from the date the option is granted through a date within three months before the date of exercise of the option.

If all of the foregoing requirements are met except the holding period requirement mentioned above, the grantee will recognize ordinary income upon the disposition of the common stock in an amount generally equal to the excess of the fair market value of the common stock at the time the option was exercised over the option exercise price (but not in excess of the gain realized on the sale). The balance of the realized gain, if any, will be capital gain. We will be allowed a business expense deduction to the extent the grantee recognizes ordinary income.

Non-Qualified Options.    The grant of an option will not be a taxable event for the grantee or the Company. Upon exercising a non-qualified option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares of common stock (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised).

We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Restricted Stock.    A grantee who is awarded restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares of common stock are subject to restrictions (that is, the restricted stock is nontransferable and subject to a substantial risk of forfeiture). The fair market value of the common stock on the date the restrictions lapse (less the purchase price, if any) will be treated as compensation income to the grantee and will be taxable in the year the restrictions lapse and dividends paid while the common stock is subject to restrictions will be subject to withholding taxes. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

RSUs.    There are no immediate tax consequences of receiving an award of RSUs under the Incentive Plan.  A grantee who is awarded RSUs will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such grantee at the end of the restriction period or, if later, the payment date.  We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

Dividend Equivalent Rights.    Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount distributed to the grantee pursuant to the award. We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

SARs.    There are no immediate tax consequences of receiving an award of SARs under the Incentive Plan.  Upon exercising a SAR, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise.  We will be entitled to a business expense deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE FOUR AMENDMENTS TO THE INCENTIVE PLAN AS DESCRIBED ABOVE.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of March 20, 2025, with respect to the shares of common stock that may be issued under our equity compensation plans.

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PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Executive Officers

The executive officers serve at the discretion of the Board. All officers are employed on a full-time basis.  The following table identifies the Company’s executive officers as of March 20, 2025.

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Frank Bakker — please see above under “Proposal 1: Election of Directors” for information about Frank Bakker, the Company’s President & Chief Executive Officer.

Steven M. Cates joined the Company as Chief Accounting Officer and Controller in May 2021. In August 2022, Mr. Cates was promoted to the position of Vice President — Finance, Chief Financial Officer, and Treasurer. In January 2023, Mr. Cates was promoted to the position of Senior Vice President — Finance, Chief Financial Officer, and Treasurer. Mr. Cates has over 20 years of financial and accounting experience in various industries including mining, oil and gas, real estate, and public accounting. Prior to joining Westwater, Mr. Cates served as the Vice President — Controller for Apartment Income REIT Corp. (NYSE: AIRC), formerly part of Apartment Investment and Management Company (NYSE: AIV), a real estate investment trust focused on apartment communities, from May 2019 to April 2021. Prior to his time at Apartment Income REIT Corp., Mr. Cates served as corporate controller for Caliber Midstream Partners, LP, an energy and oil infrastructure company, from September 2016 to May 2019, and previously, Mr. Cates held various accounting and financial reporting roles at American Midstream Partners, LP (2013 – 2016), Newmont Mining Corporation (2012 – 2013), and Thompson Creek Metals Company Inc. (2009 – 2012). Mr. Cates began his career at KPMG in 2002, where he most recently served as senior manager for audit and advisory services. Mr. Cates earned a Bachelor of Science degree in Accounting from the University of Redlands and is a Certified Public Accountant in the State of Colorado.

John W. Lawrence has served the Company in a contractual capacity as General Counsel since October 2012 and as Corporate Secretary since May 2013. Mr. Lawrence became an employee of the Company in February 2022 and continued to serve as General Counsel and Corporate Secretary. In January 2023, Mr. Lawrence was promoted to Chief Administrative Officer, General Counsel and Corporate Secretary. Mr. Lawrence has over thirty-five years of legal and engineering experience for publicly traded companies. Previously, he served as General Counsel and Corporate Secretary for Ocean Power Technologies, Inc., a renewable energy company providing electric power and communications solutions, and related services for remote offshore applications, from June 2014 to January 2022. In addition, he served as General Counsel and Corporate Secretary for Louisiana Energy Services, LLC, a commercial uranium enrichment facility located in New Mexico and operating under the privately-owned, international consortium known as Urenco, from 2003 to 2008. Prior to 2003 and between 2008 and 2012, Mr. Lawrence was associated with several national law firms including Winston & Strawn, Shaw, Pittman, Potts & Trowbridge, and LeBoeuf, Lamb, Greene & MacRae. Mr. Lawrence holds a Juris Doctorate from Catholic University and received his Bachelor of Science in Nuclear Engineering from Purdue University.

Compensation Discussion and Analysis

In this section and the sections that follow, we discuss the Company’s compensation philosophy, describe the compensation program for the senior executive team, and address the fundamental objective of aligning executive compensation with the long-term interests of stockholders. We explain how the Compensation Committee determines compensation for its senior executives and its rationale for specific 2024 compensation decisions, and we also provide a summary of the historical activities by the Compensation Committee that are relevant to its decision-making.

The Compensation Discussion and Analysis describes the compensation of the named executive officers (“NEOs”) who served during fiscal year 2024. The table provided below identifies the specific individuals who served as NEOs and the dates of their respective service. The philosophy discussed below is expected to be applied by the Board to the NEOs who will serve during fiscal year 2025.

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The Company’s executive compensation program is designed to attract and retain qualified management personnel, to align the interests of the Company’s management with those of its stockholders, and to reward exceptional organizational and individual performance. Performance of the Company’s executives is evaluated based on financial and non-financial goals that balance achievement of short-terms goals, related to the continued improvement of the Company’s business, and long-term goals, which seek to maximize stockholder value.

Philosophy and Objectives of Our Compensation Plan

The Company’s compensation program is centered around a philosophy that focuses on management retention, alignment of interests between management and stockholders, and pay-for-performance compensation. The Company believes this philosophy allows the Company to compensate its NEOs competitively, while simultaneously ensuring continued development and achievement of key business strategy goals. The Compensation Committee firmly believes that the Company’s pay-for-performance philosophy should recognize both short- and long-term performance and should include both cash and equity compensation arrangements that are supported by strong corporate governance, including active and effective oversight by the Compensation Committee.

The Compensation Committee has outlined the following objectives for compensation of our NEOs and considers such objectives in making compensation decisions:

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How Executive Compensation is Determined

Role of the Compensation Committee

The Compensation Committee oversees the Company’s executive compensation programs. Additionally, the Compensation Committee is charged with the review and approval of all annual compensation decisions relating to the NEOs and other Company officers.

The Compensation Committee is composed entirely of independent, non-management members of the Board. Each member of the Compensation Committee is both a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. No Compensation Committee member participates in any of the Company’s employee compensation programs. Each year the Company reviews all relationships that each director has with the Company, and the Board subsequently reviews these findings. The responsibilities of the Compensation Committee, as stated in its charter, include the following:

Role of Management

The Compensation Committee considers input from the CEO when making executive compensation decisions for the other NEOs and other Company officers. The CEO’s input is useful because the CEO reviews and observes the performance of the other NEOs and other Company officers. No other NEO or Company officer is present or privy to the recommendations of the CEO to the Compensation Committee. The Compensation Committee and the Board of Directors determine the compensation of the CEO without any management input.

Financial and Non-Financial Performance Goals

The Compensation Committee believes that a significant portion of each NEO’s and other Company officer’s compensation should be tied to the Company’s performance measured against specific financial performance targets. The Company measures financial performance awards against certain operational cost targets, budget targets and exploration, development and production objectives. The Compensation Committee also believes that a significant portion of compensation for the NEOs and other Company officers should be tied to the creation and protection of stockholder value through the achievement of non-financial performance goals and core values. Both financial and non-financial performance goals have changed from time to time and will continue to change as the conditions of the Company and the graphite market evolve. The Company’s core values are identified below.

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Continuous improvement in:

2013 Omnibus Incentive Plan

In June 2013, Westwater adopted the Incentive Plan to provide flexibility in structuring its executive compensation program and to ensure that it would have a sufficient number of shares of common stock available for equity-based awards that it expects to make to eligible individuals. The Incentive Plan replaced all prior plans and no more awards were granted under any of the prior plans following the adoption of the Incentive Plan.

The Incentive Plan provides the Compensation Committee substantial flexibility in structuring awards that meet the objectives outlined above. In particular, the Incentive Plan permits the grant of performance-based and time-based RSUs, with many possible performance criteria available as the Compensation Committee determines to be appropriate. In addition to RSUs, the Incentive Plan provides for the grant of awards of stock options, SARs, restricted stock, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards. All of the Company’s officers, directors and employees, and the officers, directors and employees of our subsidiaries and affiliates are eligible to receive awards under the Incentive Plan. In addition, consultants, advisors, and certain other individuals whose participation in the Incentive Plan is determined to be in the best interests of the Company by the Compensation Committee may participate. Incentive share options, however, are only available to employees. Please see Proposal 2 for further information about the Incentive Plan and proposed amendments to the Incentive Plan.

The Incentive Plan is administered by the Compensation Committee. The Compensation Committee also interprets the provisions of the Incentive Plan. The Compensation Committee also determines which officers, employees and consultants, if any, will receive awards under the Incentive Plan, the types of awards made, the terms and conditions of awards, and the number of shares of common stock subject to an award, if the award is equity-based.

Executive Compensation Elements

The following table illustrates the principal elements of the Company’s executive compensation program, each of which is evaluated and updated on an annual basis by the Compensation Committee:

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In addition to the above-mentioned elements, the Company also provides a retirement, health, and welfare benefit component to the executive compensation program.

Favorable Vote on the Say-on-Pay Proposal in 2024, 2023, 2022, and 2021

The Board and the Compensation Committee takes stockholder feedback seriously. The Compensation Committee considers the results of the advisory vote of the stockholders at each annual meeting as the Compensation Committee completes its annual review of each pay element and the compensation packages provided to our NEOs.

Over the past four years, on average over 80% of the shares cast on the Say-on-Pay proposal voted to approve the compensation paid to our NEOs, approximately 17% voted against such compensation, and 3% abstained. The following table illustrates the voting results from the last four Annual Meetings. The Board and the Compensation Committee will continue to focus on driving NEO performance against specific goals and ensuring the interest of management and stockholders are aligned properly.

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Meetings of the Compensation Committee and Board Regarding NEO Performance in 2024

The Compensation Committee of the Board of Directors currently consists of three independent directors: Karli S. Anderson (Chair), Tracy D. Pagliara, and Deborah A. Peacock. In 2024, the Compensation Committee held four meetings, and its members engaged in numerous additional informal discussions regarding executive compensation. Also in 2024, the Board held eleven meetings and in several of those meetings the independent Directors discussed issues involving executive compensation.

Decisions associated with the 2024 STI Plan and the 2024 LTI Plan

2024 STI Plan

The 2024 STI Plan goals were approved by the Compensation Committee on January 29, 2024, and those goals are detailed below.  On February 25, 2025, and March 19, 2025, the Company reported its progress against each goal to the Compensation Committee as detailed below, and the Compensation Committee made the conclusions as detailed below.

The Compensation Committee collectively determined that the Company’s management team achieved 100% of the total STI goals for 2024, noting that the weight of the budget goal for the Kellyton Project should be doubled from 20 percent to 40 percent.  

2024 LTI Plan

The 2024 LTI Plan goals, including goals for 2024, 2025 and 2026, were approved by the Compensation Committee on January 29, 2024, and expanded on February 13, 2024, and the 2024 goals within the 2024 LTI Plan are detailed below.  On January 8, 2025, the Company reported its progress against each goal to the Compensation Committee as detailed below, and the Compensation Committee made the conclusions as detailed below.

On January 15, 2025, in a Board meeting the Compensation Committee received a report on continued progress towards closing on the debt financing and decided to delay the vesting of any of the awards associated with the 2024 goals in the 2024 LTI Plan, including the time-based goal, until a closing date is known for the financing for Phase I of the Kellyton Project and an S-8 registration statement to register the shares that would vest could be filed.  On February 25, 2025, the Board directed the Company’s management team to file the S-8 registration statement on February 28, 2025, and the Compensation Committee decided that the vesting of the awards associated with the 2024 goals in the 2024 LTI Plan should vest on February 28, 2025.

Decisions associated with the 2023 LTI Plan

The 2023 LTI Plan goals, including goals for 2023, 2024 and 2025, were approved by the Compensation Committee on March 1, 2023, and the 2024 goals within the 2023 LTI Plan are detailed below.  On January 8, 2025, the Company reported its progress against each goal to the Compensation Committee as detailed below, and the Compensation Committee made the conclusions as detailed below.

On January 15, 2025, in a Board meeting the Compensation Committee received a report on continued progress toward closing on the debt financing and decided to delay the vesting of any of the awards associated with the 2024 goals in the 2023 LTI Plan, including the time-based goal, until a closing date is known for the financing for Phase I of the Kellyton Project and an S-8 registration statement to register the shares that would vest could be filed.  On February 25, 2025, the Board directed the Company’s management team to file the S-8 registration statement on February 28, 2025, and the Compensation Committee decided that the vesting of the awards associated with the 2024 goals in the 2024 LTI Plan should vest on February 28, 2025.

Decisions associated with the 2022 LTI Plan

The 2022 LTI Plan goals, including goals for 2022, 2023, and 2024, were approved by the Compensation Committee on May 9, 2022, and the 2024 goals within the 2022 LTI Plan are detailed below.  On January 8, 2025, the Company reported its progress against each goal to the Compensation Committee as detailed below, and the Compensation Committee made the conclusions as detailed below.

On January 15, 2025, in a Board meeting the Compensation Committee received a report on continued progress towards closing of the debt financing and decided to delay the vesting of any of the awards associated with the 2024 goals in the 2022 LTI Plan, including the time-based goal, until a closing date is known for the financing for Phase I of the Kellyton Project and an S-8 registration statement to register the shares that would vest could be filed.  On February 25, 2025, the Board directed the Company’s management team to file the S-8 registration statement on February 28, 2025, and the Compensation Committee decided that the vesting of the awards associated with the 2024 goals in the 2024 LTI Plan should vest on February 28, 2025.

Evaluation of NEO Performance in Fiscal Year 2024

The 2024 compensation mix for the NEOs demonstrates the Company’s philosophy regarding significant long-term and performance-based compensation.  Approximately 53% of the targeted total compensation of the CEO, and approximately 43% of the targeted total compensation for all other NEOs, was performance-based and not guaranteed.  The Compensation Committee anticipates

granting additional long-term performance-based and time-based equity awards to executive officers during the course of 2025 to continue aligning their long-term incentives with those of stockholders and to better achieve stock ownership guidelines for the executive officers as discussed on page 37.

The following discussion addresses the components of the compensation policy for NEOs and other Company officers during fiscal year 2024.  It is anticipated that the Board will apply the same components of the compensation policy for fiscal year 2025 to the NEOs and Company officers.

Base Salary

The Compensation Committee establishes base salaries for our executives based on the scope of their responsibilities and takes into account competitive market compensation paid by comparable companies in the mining and processing industries. The Company believes that a competitive compensation program will enhance its ability to attract and retain senior executives. In each case, the Compensation Committee takes into account each officer’s: (i) current and prior compensation; (ii) scope of responsibilities; (iii) experience; (iv) comparable market salaries; and (v) the Company’s achievement of performance goals (both financial and non-financial). The Compensation Committee also: (i) has the opportunity to meet with the officers at various times during the year, which allows the Compensation Committee to form its own assessment of each individual’s performance; and (ii) reviews reports of the CEO presented to the Compensation Committee, evaluating each of the other officers, including a review of their contributions and performance over the past year, strengths, weaknesses, development plans and succession potential.

At the start of fiscal year 2024, the base salaries for the Company’s three NEOs – i.e., the CEO, the CFO, and the CAO – remained the same from fiscal year 2023.  On February 13, 2024, the Compensation Committee applied a 3 percent cost of living adjustment to the base salary for all three NEOs, effective beginning on March 3, 2024.  The base salaries paid to the NEOs in 2024 are reflected in the table below.

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For more information about the 2024 base salaries for each of our NEOs, please see “2024 Summary Compensation Table” on page 41.

Retirement, Health and Welfare Benefits

The Company offers a variety of health and welfare and retirement programs to all eligible employees. The NEOs and other Company officers generally are eligible for the same benefit programs on the same basis as the rest of employees. The Company’s health and welfare programs include medical, dental and vision. In addition to the foregoing, the NEOs and other Company officers are eligible to participate in the following program:

401(k) Profit Sharing Plan. The Company maintains a defined contribution profit sharing plan for employees (the “401(k)”) that is administered by a committee of trustees appointed by the Company. All employees are eligible to participate upon the completion of one month of employment, subject to minimum age requirements. In past years, the Company has made contributions to the 401(k) without regard to current or accumulated net profits of the Company but stopped those contributions in 2015. The Company re-enacted matching contributions in January 2021.

No Perquisites

Westwater believes that its executive compensation program provides its NEOs with competitive compensation such that the Company does not need to provide any perquisites to achieve the goals of its executive compensation program.

Stock Ownership Policy and Clawback

The Compensation Committee believes that ownership of Company stock by members of the executive management team, as well as stock-based performance compensation arrangements, are key to aligning the interests of management and stockholders and serve as an excellent retention tool through vesting and post-vesting holding period requirements. Consistent with that belief and following the recent changes within the executive management team, on February 10, 2023, the Compensation Committee adopted new share ownership guidelines that specify for each member of the executive management team, an expectation that they will acquire and continue to hold during the term of their employment with the Company an amount of Company stock having a value equal to their base salary times the multiple indicated in the table below, and to achieve that multiple within five years of the later of February 10, 2023 or the date of being designated as a member of the executive management team.

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In early 2025, the Board reviewed the level of ownership of Company stock by members of the executive management team and recognized that while that ownership has been increasing since 2023 it is not increasing at rates sufficient to achieve the ownership multiples required by 2028.  To address this issue, the Compensation Committee recommended, and the Board has approved subject to stockholder approval at the Annual Meeting, the four amendments to the Company’s Omnibus Incentive Plan discussed in Proposal 2 on pages 19 - 26 above.

On August 8, 2023, the Compensation Committee approved a Compensation Recovery Policy that, in compliance with applicable SEC requirements and NYSE American listing rules, mandates the recovery from its current and former executive officers of erroneously awarded incentive-based compensation if the Company is required to prepare an accounting restatement due to material non-compliance with financial reporting requirements.

Tax Treatment

The Compensation Committee considers the anticipated tax treatment to the Company when determining executive compensation. It should be noted that there are many factors that are considered by the Compensation Committee in determining executive compensation, and the Compensation Committee retains flexibility in establishing the Company’s executive compensation programs.

Anticipated Compensation Policy for NEOs in Fiscal Year 2025

For fiscal year 2025, the Compensation Committee intends to apply the same components of the compensation policy reviewed above for NEOs with the following important change.  The Compensation Committee is acutely aware of the competitive marketplace for talented corporate executives, in public and private companies, and plans to take necessary and aggressive steps to retain the Company’s existing NEOs in order to drive the fulfillment of the Company’s strategic plan, including to attract additional management personnel.  Rather than increasing the cash compensation for its NEOs, the Compensation Committee anticipates a significant increase in long-term, performance-based and time-based equity awards for its NEOs that will condition vesting on achieving defined, multi-year corporate goals, consistent with the Company’s strategic plans.  This approach will align overall compensation of the NEOs with broader shareholder interests while also structuring that compensation to encourage long-term retention.  In addition, this approach will better facilitate achievement of the stock ownership guidelines for NEOs discussed above.  

Analysis of the Information Presented in the Pay Versus Performance Table

We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

This Report was submitted by the following members of the Compensation Committee of the Board:

Karli S. Anderson, Chair

Tracy D. Pagliara

Deborah A. Peacock

The information contained in the foregoing Compensation Committee Report shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into a future filing under the Securities Act or the Exchange Act, except to the extent Westwater specifically incorporates this Report by reference therein.

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2024 Summary Compensation Table

The following table sets forth information regarding 2024 and 2023 compensation for our NEOs (all numbers are shown in U.S. dollars).  The table reflects the compensation paid to our current President & CEO, Frank Bakker for 2024 and 2023, and recognizes that he was appointed President and CEO on January 16, 2023, following the resignation of Chad Potter on January 16, 2023.  

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2024 Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2024, for the NEOs.  The table also shows unvested and unearned stock awards and RSUs assuming a market value of $0.71 per share, the closing market price of Westwater’s stock on December 31, 2024.

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Potential Payments Upon Termination or Change in Control

Employment Agreements as of December 31, 2024

As of December 31, 2024, the Company has employment agreements with Messrs. Bakker, Cates, and Lawrence, and those employment agreements provide that, in the event of a change of control (see below), if the executive is terminated without cause (as defined therein), demoted, or has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein), then the Company would pay severance in an amount equal to one year of base salary, in each case in a lump sum within 60 days after termination or termination of the employment agreement. If the Company otherwise terminates the executive, including following the disability of the executive, without cause, or fails to renew the employment agreement, or the executive otherwise terminates his employment for good reason, the Company would pay severance in an amount equal to one year of base salary in the case of Mr. Bakker and six months of base salary in the case of Messrs. Cates and Lawrence, in each case in a lump sum within 30 days after the termination date. The employment agreements would automatically terminate upon the death of the executive.

The employment agreements for Messrs. Bakker, Cates, and Lawrence define “change of control” as: (i) any person or group of affiliated or associated persons acquiring more than 50% of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company; (iv) a majority of the members of the Board are replaced during any 12 month period; or (v) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than 50.1% of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization.

On February 10, 2022, the Company signed an Executive Chairman Agreement with Terence J. Cryan, and thereunder Mr. Cryan agreed to serve as Westwater’s Executive Chairman effective February 26, 2022. See “Employment Agreements,” below. The Executive Chairman Agreement does not contain any provisions that would provide for payment upon termination or change of control.

Equity Awards

In addition, upon a change in control, any awards granted under the Company’s Incentive Plan will immediately vest in full, to the extent not already vested, for all NEOs.

The Compensation Committee believes that the above-mentioned vesting and acceleration is appropriate on the basis that our NEOs should receive the full benefit of such awards in the event of a change in control.

The Compensation Committee believes the terms of the employment agreements summarized above are useful in recruiting and retaining executives, provide continuity of management in the event of an actual or threatened change in control, and provide the executives with the security to make decisions that are in the best long-term interest of the stockholders.

The following table shows the payments and benefits that would be made to those individuals who were serving as NEOs on December 31, 2024, assuming a qualifying termination following a change in control if that termination had occurred on December 31, 2024.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and certain officers, and persons who own more than ten percent of any class of the Company’s registered securities, to file, in their personal capacities, reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based solely on a review of Forms 3, 4 and 5, and amendments thereto, filed during or with respect to

the applicable reporting period, and written representations from the applicable reporting persons, we believe all of our officers and directors have complied with all applicable filing requirements during the applicable reporting period hereof.

Employment Agreements

Frank Bakker

On January 16, 2023, the Company entered into an employment agreement with Mr. Bakker in conjunction with his appointment as the Company/s President and CEO. Under the employment agreement, Mr. Bakker is entitled to an annual base salary, which was set initially at $285,000 and is subject to annual adjustment by the Compensation Committee. In addition, Mr. Bakker’s employment agreement includes an initial annual target short-term incentive (STI) cash bonus equal to 60% of his base salary based upon performance goals set by the Board or the Compensation Committee and based upon a determination by the Compensation Committee of the level of attainment of those performance goals. Further, Mr. Bakker’s employment agreement has an initial annual target long-term incentive (LTI) equity award equal to 75% of his base salary based upon terms and conditions determined by the Board or the Compensation Committee. The Compensation Committee has the discretion to adjust the STI and LTI target percentages. Finally, under the employment agreement Mr. Bakker was awarded $100,000 of restricted stock units (RSUs) that are subject to vesting in equal parts on the first and second anniversary dates of his appointment as President & CEO. The employment agreement also provides for potential payments in the event of a change of control (as defined therein), if Mr. Bakker is terminated without cause (as defined therein), demoted, has his responsibilities materially changed, or circumstances arise that constituted good reason (as defined therein). See “Potential Payments Upon Termination or Change in Control” above. The employment agreement also contains customary confidentiality, non-compete, and non-solicitation provisions.

Steven M. Cates

On June 20, 2022, Mr. Cates entered into an employment agreement as Vice President — Finance and CFO that became effective on August 26, 2022. Pursuant to his employment agreement, Mr. Cates is entitled to an annual base salary, which was set initially at $245,000 and is subject to annual adjustment by the Compensation Committee. In addition, Mr. Cates’ employment agreement includes an initial annual target STI cash bonus equal to 50% of his base salary based upon performance goals set by the Board or the Compensation Committee and based upon a determination by the Compensation Committee of the level of attainment of those performance goals. Further, Mr. Cates’ employment agreement has an initial annual target LTI equity award equal to 50% of his base salary based upon terms and conditions determined by the Board or the Compensation Committee. The Compensation Committee has the discretion to adjust the STI and LTI target percentages. The employment agreement also provides for potential payments in the event of a change of control (as defined therein), if Mr. Cates is terminated without cause (as defined therein), demoted, has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein). See “Potential Payments Upon Termination or Change in Control” above. The employment agreement also contains customary confidentiality, non-compete, and non-solicitation provisions.

John W. Lawrence

On February 21, 2022, the Company entered into an employment agreement with Mr. Lawrence, that became effective on February 26, 2022, in connection with his joining the Company as General Counsel and Corporate Secretary. Mr. Lawrence previously served in a contractual capacity as General Counsel of the Company since October 2012 and as Corporate Secretary of the Company since May 2013. Pursuant to his employment agreement, Mr. Lawrence is entitled to an annual base salary, which was set initially at $265,000 and is subject to annual adjustment by the Compensation Committee. In addition, Mr. Lawrence’s employment agreement includes an initial annual target STI cash bonus equal to 50% of his base salary based upon performance goals set by the Board or the Compensation Committee and based upon a determination by the Compensation Committee of the level of attainment of those performance goals. Further, Mr. Lawrence’s employment agreement has an initial annual target LTI equity award equal to 50% of his base salary based upon terms and conditions determined by the Board or the Compensation Committee. The Compensation Committee has the discretion to adjust the STI and LTI target percentages. The employment agreement also provided for a grant of $80,000 of RSUs that would vest in equal parts of the first and second anniversary dates of the effective date of the employment agreement. The employment agreement also provides for potential payments in the event of a change of control (as defined therein), if Mr. Lawrence is terminated without cause (as defined therein), demoted, has his responsibilities materially changed, or circumstances arise that constitute good reason (as defined therein). See “Potential Payments Upon Termination or Change in Control” above. The employment agreement also contains customary confidentiality, non-compete, and non-solicitation provisions.

Other Agreements

On February 10, 2022, Mr. Cryan entered into an Executive Chairman Agreement that became effective on February 26, 2022.  The Executive Chairman Agreement contains customary confidentiality, non-compete, and non-solicitation provisions.  Mr. Cryan or the Company may terminate the Executive Chairman Agreement at any time upon 60 days’ notice, and the Company upon such termination will only be obligated to pay Mr. Cryan the compensation and expenses due up to the date of the termination.  Effective January 29, 2024, the annual compensation for Mr. Cryan was re-set by the Board and now consists of three parts (each subject to adjustment by the Compensation Committee as/when appropriate) for his service as an employee of the Company with the title Executive Chairman of the Board:  (i) an annual base salary initially set at $325,000 per year; (ii) participation in the Company’s STI Plan initially set at a target of 60 percent of his annual base salary; and (iii) participation in the Company’s LTI Plan initially set at a target of 100 percent of his annual base salary.  The Compensation Committee has the discretion to adjust the STI and LTI target percentages.  He is also eligible for a 401(k) match and life insurance.  For additional information regarding Mr. Cryan total compensation for 2024, see “Director Compensation” on page 17 above.

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ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, the Company is asking stockholders to approve an advisory resolution on the compensation of our NEOs as described in the Compensation Discussion and Analysis, the compensation tables and related narrative discussion included in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to approve, reject or abstain from voting with respect to our executive compensation programs and policies and the compensation paid to the named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers as described in this Proxy Statement.

As described in detail previously under the heading “Compensation Discussion and Analysis” and in the sections that follow thereafter, and in the compensation tables and narrative disclosures that accompany the compensation tables, the Company’s compensation program for the named executive officers is designed to reward exceptional organizational and individual performance. The primary objectives of our compensation program are to (i) enhance the Company’s ability to attract and retain knowledgeable and experienced senior executives, (ii) drive and reward performance which supports Westwater’s core values, (iii) provide a percentage of total compensation that is “at-risk”, or variable, based on predetermined performance criteria, (iv) require significant stock holdings to align the interests of our executive officers with those of stockholders, and (v) set compensation and incentive levels that reflect competitive market practices.

Although the vote on this proposal is advisory only, the Board and the Compensation Committee will review and consider the voting results when evaluating our executive compensation program.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL 4

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTANTS

The Board has unanimously appointed Moss Adams LLP to be Westwater’s independent registered public accountants for the year ending December 31, 2025, and has further directed that management submit the appointment of our independent registered public accountants for ratification by the stockholders at the 2025 Annual Meeting. In recommending ratification by the stockholders of such appointment, the Board is acting upon the recommendation of the Audit Committee, which has satisfied itself as to the firm’s professional competence and standing.

The Audit Committee is solely responsible for the selection of our independent public accountants and ratification of the appointment of Moss Adams LLP by the stockholders is not required by law. However, as a matter of good corporate governance, such appointment is being submitted to the stockholders for ratification at the 2025 Annual Meeting. The persons designated in the enclosed proxy will vote your shares “FOR” ratification unless you include instruction in your signed proxy to the contrary. If the stockholders fail to ratify the appointment of this firm, the Board will consider whether to engage another independent registered public accounting firm but will not be obligated to do so. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and the best interests of our stockholders.

Representatives of Moss Adams LLP are expected to participate in the Annual Meeting to answer appropriate questions from the stockholders and will be given an opportunity to make a statement on behalf of Moss Adams LLP should they desire to do so. None of Westwater’s directors or executive officers has any substantial interest, direct or indirect, in Moss Adams LLP.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS OF WESTWATER FOR 2025.

Audit and Non-Audit Fees

The following table presents fees billed for professional audit services rendered by Moss Adams LLP for the audit of Westwater’s annual financial statements for 2024 and 2023.

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Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor to assure that the provision of such services does not impair the auditor’s independence. All of the foregoing services were pre-approved by the Audit Committee.

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PROPOSAL 5

APPROVAL OF THE ISSUANCE OF 20% OR MORE

OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK

PURSUANT TO THE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC

On August 30, 2024, we entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Agreement”) with Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $30 million of the Company’s common stock, $0.001 par value per share (“Common Stock”). We are submitting this Proposal 5 to you in order to obtain the requisite stockholder authorization in accordance with the requirements of the Purchase Agreement and New York Stock Exchange American (“NYSE American”) Company Guide Rule 713(a) to sell shares of our common stock, if we so choose, to Lincoln Park in excess of 19.99% of our outstanding shares of common stock as of the date of the Purchase Agreement, as more fully described below.  As of March 20, 2025, the Company has sold approximately 8.4% of the outstanding shares of common stock as of the date of the Purchase Agreement, also as more fully described below.

Agreement with Lincoln Park

Under the terms and subject to the conditions of the Purchase Agreement, we have the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $30 million worth of shares of our common stock. Sales of common stock by the Company are subject to certain limitations, and may occur from time to time, at our sole discretion, over the 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement. Such conditions were satisfied on October 21, 2024 (the “Commencement Date”).

Under the Purchase Agreement, the Company may direct Lincoln Park to purchase up to 150,000 shares of common stock on any business day (each, a “Regular Purchase”), provided, however, that: (i) the Regular Purchase may be increased to up to 200,000 shares, provided that the closing sale price of the Common Stock is not below $0.50 on the purchase date; (ii) the Regular Purchase may be increased to up to 250,000 shares, provided that the closing sale price of the Common Stock is not below $0.75 on the purchase date; and (iii) the Regular Purchase may be increased to up to 300,000 shares, provided that the closing sale price of the Common Stock is not below $1.00 on the purchase date (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction as provided in the Purchase Agreement). In each case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $1,000,000.

The purchase price for Regular Purchases equals 97% of the lower of (i) the lowest sale price of our common stock on the purchase date, or (ii) the arithmetic average of the three lowest closing sale prices for our common stock during the ten consecutive trading days ending on the trading day immediately preceding the purchase date. A purchase notice for a Regular Purchase may only be issued after the markets have closed (i.e., after 4:00 pm eastern time), which ensures that the purchase price is always known and fixed at the time the purchase notice is issued.

On any trading day when a Regular Purchase has been made as described above, we also have the right (but not the obligation), in our sole discretion, to present Lincoln Park with a purchase notice for an accelerated purchase (an “Accelerated Purchase”). An Accelerated Purchase directs Lincoln Park to purchase up to the lesser of (i) three times the number of shares purchased pursuant to a Regular Purchase, or (ii) 30% of the trading volume on the date of the Accelerated Purchase, in each case at a purchase price equal to 97% of the lower of the volume weighted average price of our common stock during the Accelerated Purchase measurement period on the applicable Accelerated Purchase date and the closing sale price of our common stock on the applicable Accelerated Purchase date.

Lincoln Park has no right to require us to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as we direct, subject to the conditions reviewed above. In all instances, we may not sell shares of our common stock to Lincoln Park under the Purchase Agreement if it would result in Lincoln Park beneficially owning more than 9.99% of our common stock. There are no upper limits on the price per share that Lincoln Park must pay for shares of common stock. There are no trading volume requirements or restrictions under the Purchase Agreement, and we control the timing and amount of any sales of our common stock to Lincoln Park.

We have also agreed with Lincoln Park that we will not enter into any “variable rate” transactions with any third party for 24 months, beginning on the date of the Purchase Agreement. In essence, this means that we will not effect or enter into an agreement to effect any “equity line of credit” or other continuous offering or similar offering with any third party, pursuant to which we or our subsidiaries may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price.

As consideration for its commitment to purchase shares of Common Stock under the Purchase Agreement, we issued to Lincoln Park 600,000 shares of Common Stock (the “Commitment Shares”) and may issue to Lincoln Park up to an additional 600,000 shares of Common Stock (the “Additional Commitment Shares”) in connection with each purchase of Common Stock by Lincoln Park and in an amount of Additional Commitment Shares as calculated pursuant to the Purchase Agreement.

Under applicable rules of the NYSE American, in no event may we issue or sell to Lincoln Park under the Purchase Agreement any shares of our Common Stock to the extent the issuance of such shares of Common Stock, when aggregated with all other shares of Common Stock issued pursuant to the Purchase Agreement, would cause the aggregate number of shares of Common Stock issued pursuant to the Purchase Agreement to exceed 19.99% of the shares of Common Stock outstanding immediately prior to the execution of this Agreement, or 11,668,189 shares of Common Stock (the “Exchange Share Cap”), unless and until we obtain stockholder approval to issue shares of Common Stock in excess of the Exchange Share Cap or otherwise, and in accordance with applicable NYSE American listing rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our Common Stock under the Purchase Agreement if such issuance or sale would breach any applicable NYSE American rules.

Actual sales of shares of Common Stock to Lincoln Park will depend on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by us as to the appropriate sources of funding us and our operations. Lincoln Park has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s shares.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. We have the right to terminate the Purchase Agreement at any time, at no cost or penalty. During any “suspension event” under the Purchase Agreement, all of which are outside of Lincoln Park’s control, Lincoln Park does not have the right to terminate the Purchase Agreement; however, we may not initiate any regular or other purchase of shares by Lincoln Park until such suspension event is cured. In addition, in the event of bankruptcy proceedings by or against us that are not discharged within 90 days, the Purchase Agreement will automatically terminate.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to Form 8-K that we filed with the SEC on August 30, 2024, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Intended Use of the Purchase Agreement

There are no limitations on use of proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement may be terminated by us at any time, at our discretion, without any penalty or cost to us. The net proceeds under the Purchase Agreement to us will depend on the frequency and prices at which we sell shares of our stock to Lincoln Park. We currently intend to use any net proceeds from the sale of securities to Lincoln Park for general corporate purposes, which may include advancing the continued construction of our natural graphite, battery-grade processing plant located in Coosa County in the State of Alabama and known as the Kellyton Graphite Plant, and developing the Coosa Graphite deposit, and making additions to our working capital.

Requirement to Seek Stockholder Approval

At the time we entered into the Purchase Agreement, we agreed in the Purchase Agreement that we would not issue or sell to Lincoln Park under the Purchase Agreement any shares of our common stock in excess of the Exchange Share Cap unless we obtain stockholder approval in accordance with the applicable rules of the NYSE American. Also, the Purchase Agreement provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable

rule of the NYSE American.  Rule 713(a) of the NYSE American Company Guide requires stockholder approval of a transaction, other than a public offering, involving the sale, issuance or potential issuance by an issuer of common stock at a price less than the greater of book or market value which together with sales by officers, directors or principal stockholders of the issuer equals 20% or more of presently outstanding common stock (the “NYSE 20% Rule”).

Accordingly, to comply with the Exchange Share Cap and NYSE 20% Rule, we are seeking stockholder approval of the issuance of shares of our common stock under the Purchase Agreement. Through March 20, 2025, we have sold 4,972,960 shares of common stock (including the 600,000 Commitment Shares and 57,787 of Additional Commitment Shares) for aggregate proceeds of $2.9 million under the Purchase Agreement, and $27.1 million of the $30 million total commitment under the Purchase Agreement remains available for sale. We may sell up to an additional 6,695,229 shares under the Purchase Agreement without seeking additional stockholder approval in compliance with the NYSE 20% Rule.

Based on the $0.63/share closing sale price of our common stock on March 20, 2025, to fully utilize the remaining $27.1 million expected to be available to us, we would need to issue up to an additional 36,903,795 shares of common stock to Lincoln Park, which would be in excess of the NYSE 20% Rule. Accordingly, in order to be able to sell to Lincoln Park the full amount available under the Purchase Agreement, to comply with the NYSE 20% Rule, and to satisfy conditions under the Purchase Agreement, we are seeking stockholder approval to permit issuance of more than 19.99% of our common stock to Lincoln Park up to an additional 36,903,795 shares of our common stock under the Purchase Agreement. We would seek additional stockholder approval before issuing more than such shares.

Effect of Failure to Obtain Stockholder Approval

If the stockholders do not approve this Proposal 5, we will be unable to issue shares of common stock to Lincoln Park pursuant to the Purchase Agreement in excess of the Exchange Share Cap. As a result, the Company may need to seek alternative sources of financing in order to complete construction of the Kellyton Graphite Plant, advance the development of the Coosa Graphite Deposit, or fund working capital needs.  Those alternative sources of financing could include a traditional capital raise, which from past experience have been quite costly, are generally limited in size, may result in significant price discounts for stock offerings, and could include the concurrent issuance of warrants.  Without the availability of the Purchase Agreement, Westwater also may need to consider putting into place a convertible debt facility, but those facilities could include significant discounts and could contain terms that may materially impact the value of the Kellyton Graphite Plant, or the Coosa Graphite Deposit. Yet another option if the Purchase Agreement is not approved is the use of a partner or joint venture, but finding and negotiating with such entities takes time and, in the end, it is likely that Westwater would have to share a substantial portion of the anticipated profits from the Kellyton Graphite Plant, which is currently wholly-owned by Westwater.

Reasons for Transaction and Effect on Current Stockholders

The Board of Directors has determined that the Purchase Agreement with Lincoln Park is in the best interests of the Company and its stockholders because the right to sell shares to Lincoln Park provides the Company with a reliable source of capital at low cost as compared to other sources, and the ability to access that capital when and as needed, which de-risks the Kellyton Graphite Plant.

The Purchase Agreement does not affect the rights of the holders of outstanding common stock, but the sale of shares to Lincoln Park pursuant to the terms of the Purchase Agreement will have a dilutive effect on the existing stockholders, including the voting power and economic rights of the existing stockholders. As of March 20, 2025, the Company had 71,399,508 shares outstanding.  If we were to sell to Lincoln Park all additional 36,903,795 shares we are seeking stockholder approval to issue under the Purchase Agreement, Lincoln Park would have purchased approximately 37.9% of the outstanding shares of the Company after such issuances; however, at any one time Lincoln Park is limited from owning more than 9.99 percent of the Company’s outstanding shares.

Notwithstanding the foregoing, the Purchase Agreement provides that the Company shall not issue, and Lincoln Park shall not purchase, any shares of our common stock under the Purchase Agreement if such shares proposed to be issued and sold, when aggregated with all other shares of our common stock then owned beneficially (as calculated pursuant to Section 13(d) of the Exchange Act) by Lincoln Park and its affiliates, would result in the beneficial ownership by Lincoln Park and its affiliates of more than 9.99% of our then issued and outstanding shares of common stock. This beneficial ownership limitation limits the number of shares Lincoln Park may beneficially own at any one time to 9.99% of our outstanding common stock. Consequently, the number of shares Lincoln Park may beneficially own in compliance with the beneficial ownership limitation may increase over time as the number of outstanding shares of

our common stock increases over time. Lincoln Park may sell some or all of the shares it purchases under the Purchase Agreement, permitting it to purchase additional shares in compliance with the beneficial ownership limitation. We are not seeking stockholder approval to lift such 9.99% beneficial ownership limitation. However, even with the beneficial ownership limitation, Lincoln Park would still be a stockholder and able to exercise its rights as all other stockholders would as well.

Effect of Approval

If this Proposal 5 is approved by our stockholders, we will be able to issue shares in a greater number than permitted by the Exchange Share Cap to Lincoln Park under the Purchase Agreement. The number of shares of common stock that we may issue will fluctuate from time to time based on the price of our common stock, however we would seek additional stockholder approval before issuing more than the additional 36,903,795 shares under the Purchase Agreement.

In addition, the additional shares that we could issue to Lincoln Park will result in greater dilution to existing stockholders and may result in a decline in our stock price or greater price volatility.

Each additional share of common stock that would be issuable to Lincoln Park would have the same rights and privileges as each share of our currently authorized common stock.

Vote Required and Recommendation of the Board of Directors

If a quorum is present, the number of affirmative votes cast in favor of this Proposal 5 must exceed the number of votes cast against the proposal for approval of this proposal; provided, however, that the vote of any shares of our common stock issued to Lincoln Park pursuant to the Purchase Agreement will not be counted in determining whether or not Proposal 5 is approved. Abstentions and broker non-votes will not be taken into account in determining the outcome of the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE ISSUANCE OF 20% OR MORE OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK PURSUANT TO THE PURCHASE AGREEMENT WITH LINCOLN PARK CAPITAL FUND, LLC.

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OWNERSHIP OF WESTWATER COMMON STOCK

The table below sets forth information, as of March 20, 2025, regarding the beneficial ownership (as defined by Rule 13d - 3(d)(1) under the Exchange Act) of our common stock by each of our directors and named executive officers, and all directors and executive officers as a group.  To the Company’s knowledge, no person or group beneficially owns more than five percent of our common stock.

In accordance with applicable rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable, and shares subject to restricted stock units that vest, on, or within 60 days after March 20, 2025.  Shares issuable pursuant to the exercise of stock options, and restricted stock units that vest, on, or within 60 days after March 20, 2025, are deemed outstanding for the purpose of computing the ownership percentage of the person holding such options, or shares subject to restricted stock units, but are not deemed outstanding for computing the ownership percentage of any other person.  The percentage of beneficial ownership for the following table is based on 71,399,508 shares of common stock outstanding as of March 20, 2025.  All officers and directors can be reached at the Company’s corporate office address of 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

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