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Delaware
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1000
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75-2212772
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(State or other jurisdiction
of incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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Amy Bowler, Esq.
Leah Neumann, Esq. Holland & Hart LLP 555 17th Street, Suite 3200 Denver, Colorado 80202 Telephone: (303) 295-8000 |
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Anthony J. Marsico, Esq.
Reed Smith LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 521-5400 Facsimile: (212) 521-5450 |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☐ |
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Prospectus
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Page
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Term
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Meaning
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Annual Report | | | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 19, 2024 | |
Board | | | The Board of Directors of Westwater Resources, Inc. | |
Coosa Graphite Deposit | | | The Company’s graphite mineral deposit located near Rockford, Alabama. | |
CSPG | | | Coated spherical purified graphite. | |
Exchange Act | | | The Securities Exchange Act of 1934, as amended. | |
graphite | | | A naturally occurring carbon material with electrical properties that enhance the performance of electrical storage batteries, listed on the U.S. Critical Minerals List and the EU Critical Raw Materials List. | |
Kellyton Graphite Plant | | | The Company’s planned battery-grade graphite processing facility near Kellyton, Alabama. | |
SEC | | | Securities and Exchange Commission. | |
Securities Act | | | The Securities Act of 1933, as amended. | |
spot price | | | The price at which a mineral commodity may be purchased for delivery within one year. | |
vanadium | | | A rare-earth metal used as a strengthening alloy in steelmaking, and in certain types of batteries, listed on the U.S. Critical Minerals List. | |
Assumed Average Purchase Price Per Share
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Number of
Registered Shares to be Issued if Full Purchase(1) |
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Percentage of
Outstanding Shares After Giving Effect to the Issuance to Lincoln Park(2) |
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Proceeds
from the Sale of Shares to Lincoln Park Under the Purchase Agreement(1) |
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$0.25
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| | | | 11,668,189 | | | | | | 16.7% | | | | | $ | 2,917,047 | | |
$0.50
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| | | | 11,668,189 | | | | | | 16.7% | | | | | $ | 5,834,095 | | |
$0.52(3) | | | | | 11,668,189 | | | | | | 16.7% | | | | | $ | 6,067,458 | | |
$0.75
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| | | | 11,668,189 | | | | | | 16.7% | | | | | $ | 8,751,142 | | |
$1.00
|
| | | | 11,668,189 | | | | | | 16.7% | | | | | $ | 11,668,189 | | |
$2.57
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| | | | 11,668,189 | | | | | | 16.7% | | | | | $ | 29,987,246 | | |
| | |
Shares Beneficially
Owned Prior to Offering |
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Number of Shares
Being Offered |
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Shares Beneficially
Owned After Offering(1) |
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Name
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Number
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%
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Number
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%
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Lincoln Park Capital Fund, LLC(2)
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| | | | 600,000(3) | | | | | | 1.02%(4) | | | | | | 11,668,189 | | | | | | 0(3) | | | | | | 0.0% | | |
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SEC registration fee
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| | | $ | 912.78 | | |
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Printing expense
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| | | $ | 7,500.00 | | |
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Accounting fees and expenses
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| | | $ | 10,000.00 | | |
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Legal fees and expenses
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| | | $ | 50,000.00 | | |
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Miscellaneous fees and expenses
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| | | $ | 5,000.00 | | |
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Total
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| | | $ | 73,412.78 | | |
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Exhibit
Number |
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Description
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| 23.2* | | | | |
| 24.1* | | | | |
| 107* | | | |
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Signature
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Title
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Date
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/s/ Frank Bakker
Frank Bakker
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President, Chief Executive Officer and Director (Principal Executive Officer)
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September 6, 2024
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/s/ Steven M. Cates
Steven M. Cates
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Senior Vice President — Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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September 6, 2024
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/s/ Terence J. Cryan
Terence J. Cryan
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Director and Executive Chairman
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September 6, 2024
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/s/ Karli S. Anderson
Karli S. Anderson
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Director
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September 6, 2024
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/s/ Tracy D. Pagliara
Tracy D. Pagliara
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Director
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September 6, 2024
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/s/ Deborah A. Peacock
Deborah A. Peacock
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Director
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September 6, 2024
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