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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 28, 2025
WESTWATER RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33404 | 75-2212772 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
| 6950 S. Potomac Street, Suite 300 Centennial, Colorado |
80112 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 531-0516
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
||
| Common Stock, $0.001 par value | WWR | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
On January 28,2025, the Company issued a press release providing an update related to its activities around a debt transaction to fund the construction of Phase I of the Kellyton Graphite Processing Plant (“Kellyton Plant”) and announced results of its completed definitive feasibility study for Phase II of the Kellyton Plant.
The Company notes the closing of the debt transaction is subject to customary agreement on final terms, completion of the syndication, final due diligence, and loan conditions.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits | |
| 99.1 | Press release dated January 28,2025. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 28, 2025
| WESTWATER RESOURCES, INC. | ||
| By: | /s/ Steven M. Cates | |
| Name: | Steven M. Cates | |
| Title: | Senior Vice President–Finance and Chief Financial Officer | |
Exhibit 99.1
WESTWATER RESOURCES ANNOUNCES UPDATE ON DEBT FINANCING AND FEASIBILITY RESULTS FOR PHASE II OF ITS KELLYTON GRAPHITE PROCESSING PLANT
Centennial, CO – January 28, 2025: Westwater Resources, Inc. (NYSE American: WWR), an energy technology and battery-grade natural graphite development company (“Westwater” or the “Company”), announces that it has received final investment committee approval from the lead lender (a global financial institution), and the Company is working with Cantor Fitzgerald to finalize the overall syndication and closing of the debt financing for the Kellyton Plant. As a result, the estimated timing to close a debt financing transaction has been delayed.
“Given the ‘first of its kind’ nature of the Kellyton Plant, the due diligence process undertaken by the lead lender has been significant, and we are pleased to have approval from the lead lender,” said Steve Cates, Westwater’s SVP-Finance and CFO. “We are focused on getting the other interested lenders through their diligence and approval process and will provide further updates on timing once we have a better line of sight to closing.”
Westwater notes the closing of the debt transaction is also subject to customary agreement on final terms, completion of the syndication, final due diligence, and loan conditions.
Kellyton Graphite Processing Plant - Phase II Definitive Feasibility Study
The Company is also announcing the results of its completed Definitive Feasibility Study (“DFS”) for Phase II and reminds investors that a portion of the Phase II capacity is already committed via the previously announced offtake agreements.
The estimated Phase II amounts below exclude contribution from Phase I of the Kellyton Graphite Processing Plant.
| · | Estimated capital costs for Phase II is $453 million, including a 20% contingency. |
| · | Estimated pre-tax NPV of $1.4 billion (at an 8% discount rate). |
| · | Total estimated cumulative pre-tax cash flows of $6.3 billion over an estimated operating life of 35-years. |
| · | Estimated pre-tax IRR of approximately 31.8%. |
| · | Estimated annual pre-tax, cash flow of $192.6 million. |
| · | Planned annual production of CSPG to 37,500 metric tons (Total Kellyton capacity projected as 50,000 MT including Phase I and II). |
Note the above amounts do not include any potential cost savings or synergies from the Company’s Coosa Graphite Deposit. As previously disclosed, the Coosa Graphite Deposit Initial Assessment has a stand-alone estimated pre-tax NPV-8% of $229 million and an estimated pre-tax free cash flow of $714 million.
About Westwater Resources, Inc.
Westwater Resources, Inc. (NYSE American: WWR), an energy technology company, is focused on developing battery-grade natural graphite. The Company’s primary project is the Kellyton Graphite Processing Plant that is under construction in east-central Alabama. In addition, the Company’s Coosa Graphite Deposit is the most advanced natural flake graphite deposit in the contiguous United States and located across 41,965 acres (~17,000 hectares) in Coosa County, Alabama. For more information, visit www.westwaterresources.net.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “working to finalize,” “estimated timing,” “due diligence,” “line of sight,” “estimated,” “planned,” “projected,” “potential,” “update” or “further updates,” and other similar words or phrases. Forward looking statements include, among other things, statements concerning: off-take agreements with customers; Westwater’s future sales of CSPG products to customers, including the amounts, timing, and types of products included within those sales; possible off-take agreements with other customers; potential debt financing arrangements, including due diligence, the amount and type of debt, its syndication, and the schedule for closing; the anticipated annual production from Phase I and Phase II of Kellyton Graphite Plan; the construction and operation of the Kellyton Graphite Plant and its qualification line; the Company’s Coosa Graphite Deposit; potential synergies or cost savings attendant to the Kellyton Plant and the Coosa Deposit; and the costs, schedules, production and economic projections associated with them. The Company cautions that there are factors that could cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of the Company; accordingly, there can be no assurance that such suggested results will be realized. Those uncertainties and other factors are discussed in Westwater’s Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent securities filings, and they could cause actual results to differ materially from management expectations.
Contacts
Westwater Resources, Inc.
Email: Info@WestwaterResources.net
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Relations
Email: Investorrelations@westwaterresources.net
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