WESTWATER RESOURCES, INC.

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PROXY STATEMENT

2024 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 for the 2024 Annual Meeting of Stockholders (“Annual Meeting”).

Questions and Answers About the Annual Meeting

Q:

Why am I receiving this proxy statement?

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A:

You are receiving this proxy statement because you have been identified as a holder of the Company’s common stock as of the close of business on Thursday, April 4, 2024, the record date for the 2024 Annual Meeting of Stockholders (the “Record Date”).

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Q:

When is the Annual Meeting?

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A:

The Annual Meeting will take place on Thursday, May 30, 2024, at 8:00 a.m., mountain daylight time

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Q:

How do I attend a Virtual Annual Meeting?

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A:

To make participation accessible for stockholders from any geographic location, we are holding the Annual Meeting in a virtual only meeting format. You will not be able to attend the Annual Meeting at a physical location. If you are a registered stockholder or beneficial owner of common stock holding shares at the close of business on the Record Date, you may attend the Annual Meeting by visiting www.cesonlineservices.com/wwr24_vm at least 24 hours before the Annual Meeting begins and pre-registering by entering the control number found on your proxy card, voter instruction form, or Notice, as applicable. If you do not pre-register or you are not a stockholder, you will not be able to attend the meeting. You may log into www.cesonlineservices.com/wwr24_vm, beginning at 7:30 a.m. mountain daylight time on Thursday, May 30, 2024. The Annual Meeting will begin promptly at 8:00 a.m. mountain daylight time on May 30, 2024. If you experience any technical difficulties during the Annual Meeting, a toll-free number will be available for assistance and will be located in the reminder email message you will receive prior to the meeting.

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Q:

What are holders of common stock being asked to vote on?

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A:

Holders of common stock are being asked to:

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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.

Q:

Who is eligible to vote at the Annual Meeting?

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A:

Holders of common stock as of the close of business on the Record Date, or their duly authorized proxy holders, are eligible to vote. As of the close of business on the Record Date, there were 57,107,996 shares of common stock outstanding and entitled to vote at the Annual Meeting.

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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.

Q:

How many votes do stockholders have?

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A:

Holders of common stock are entitled to cast one vote on each proposal properly brought before the Annual Meeting for each share of common stock that such holder owned at the close of business on the Record Date.

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As of March 25, 2024, directors and executive officers of the Company as a group beneficially owned and were entitled to vote 1,362,827 shares of common stock, representing approximately 2.4% 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.

Q:

What vote is required to approve each of the proposals?

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A:

Assuming a quorum is present:

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Election of Directors: For Proposal 1, directors are elected by a plurality of the votes cast, and the five nominees for director who receive the most FOR votes at the Annual Meeting in person or by proxy will be elected to the Board. Abstentions, “broker non-votes” and shares that are voted “withhold” in regard to a director nominee will not be counted toward such nominee’s election and will have no effect on the outcome of the election.

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All Other Proposals: For the other proposals and any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting, the affirmative vote of a majority of the votes cast on such proposals or other business at the Annual Meeting in person or by proxy is required for approval. Abstentions and “broker non-votes” are not treated as cast either for or against any such proposals or other business, and therefore will not affect the outcome of the vote.

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Q:

What constitutes a quorum for the Annual Meeting?

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A:

The presence in person or by proxy of the holders of one-third of the shares issued and outstanding and entitled to be cast at the Annual Meeting constitutes a quorum under the Company’s bylaws. The Company will treat shares of common stock represented by a properly signed and returned proxy, including abstentions and broker non-votes, as present at the Annual Meeting for the purposes of determining the existence of a quorum. If a quorum is not present, the holders of record of a majority of such shares present and entitled to vote may adjourn the Annual Meeting until a quorum is obtained.

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Q:

Conducting a Virtual Annual Meeting

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A:

The Annual Meeting will be conducted in a virtual-only meeting format. Only stockholders who pre-register for the Annual Meeting by entering the control number found on their proxy card, voter instruction form, or Notice, as applicable, may vote at the Annual Meeting.

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Q:

How does the Board recommend that I vote?

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A:

The Board unanimously recommends that you vote “FOR” each director nominee (Proposal 1), and “FOR” each of the other proposals (Proposals 2, 3, 4, and 5).

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Q:

What happens if I don’t vote?

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A:

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), the broker, bank or other holder of record who holds your shares of common stock will have authority to vote on “routine” proposals, including the ratification of the appointment of Moss Adams LLP as our independent registered public accountants for 2023 (Proposal 4) and the approval of the increase in authorized common stock (Proposal 5).

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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 amendments to the Westwater Resources, Inc. 2013 Omnibus Incentive Plan (Proposal 2), and the advisory approval of our executive compensation (Proposal 3). 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, or 3.

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

Q:

What do I need to do now?

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A:

After carefully reading and considering the information contained in this proxy statement, please vote promptly by calling the toll-free number listed on your proxy card, accessing the Internet website listed on your proxy card or by completing, signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope.

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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“Conducting a Virtual Annual Meeting” in the Questions and Answers portion of this Proxy Statement.

Q:

How do I vote?

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A:

Stockholders of record may vote, either in person or by proxy, through the following methods:

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Via the Internet: You may vote by proxy via the Internet by following the instructions on the proxy card. You will be asked to provide the company number and control number from the enclosed proxy card, voter instruction form, or Notice, as applicable.

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By Telephone: You may vote by proxy by calling the toll-free number found on the proxy card. You will be asked to provide the company number and control number from the enclosed proxy card, voter instruction form, or Notice, as applicable.

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By Mail: You may vote by proxy by filling out the proxy card and sending it back in the envelope provided.

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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 four ways:

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Via the Internet: You may vote by proxy via the Internet by following the instructions on the voting instruction form accompanying the proxy materials.

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By Telephone: You may vote by proxy by calling the toll-free number found on the voting instruction form.

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By Mail: You may vote by proxy by filling out the voting instruction form and sending it back in the envelope provided.

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Q:

How will my proxy be voted?

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A:

All shares of common stock represented at the Annual Meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you hold shares in your name and sign and return a proxy card or submit a proxy by telephone or over the Internet without giving specific voting instructions, your shares will be voted “FOR” each director nominee (Proposal 1), and “FOR” each of the other proposals (Proposals 2, 3, 4, and 5).

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Q:

If my broker holds my shares in “street name,” will my broker automatically vote my shares for me?

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A:

No. If you do not provide your broker with instructions on how to vote your “street name” shares, your broker will not be permitted to vote on non-routine matters on your behalf. You should therefore be sure to provide your broker with instructions on how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker to see if the broker offers telephone or Internet voting.

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

Q:

Can I attend the virtual Annual Meeting and vote my shares in person?

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A:

Yes. All stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers, custodians or any other record holder, are invited to attend the virtual Annual Meeting. Holders of record of common stock as of the Record Date can vote in person at the virtual Annual Meeting by visiting www.cesonloneservices.com/wwr24_vm at least 24 hours before the Annual Meeting and pre-registering by entering the control number found on your proxy card, voter instruction form, or Notice, as applicable. If you are not a stockholder of record, you must obtain a valid legal proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, custodian or other record holder, to be able to vote in person at the virtual Annual Meeting.

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Q:

What does it mean if I receive more than one set of materials?

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A:

This means you own shares of the Company that are registered under different names. For example, you may own some shares directly as a stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must complete, sign, date and return all of the proxy cards or follow the instructions for any alternative voting procedures on each of the proxy cards you receive in order to vote all of the shares you own. Each proxy card you receive will come with its own postage-paid return envelope; if you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.

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Q:

What can I do if I want to change or revoke my vote?

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A:

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by attending the virtual Annual Meeting and voting directly during the meeting, or if you are a holder of record, by giving written notice of revocation to the Company prior to the time the meeting begins. Written notice of revocation should be mailed to: Westwater Resources, Inc., Attention: Corporate Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

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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 included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

Q:

Whom should I call if I have questions about the Annual Meeting?

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A:

You should contact Christopher Rice, our proxy solicitor at Morrow Sodali, at 800 662-5200 or at WWR@info.morrowsodali.com, or contact John W. Lawrence, our Corporate Secretary, at 303-531-0516 or at john.lawrence@wwr.net.

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