WESTWATER RESOURCES, INC.

Previous wording

The following discussion and analysis of the consolidated financial results and financial condition of Westwater for the three months ended March 31, 2026 should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and the related notes thereto appearing elsewhere in our Annual Report, which were prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See*“Cautionary Note Regarding Forward-Looking Statements”* herein.

Current wording

The following discussion and analysis of the consolidated financial results and financial condition of Westwater for the three and six months ended June 30, 2026, should be read in conjunction with the unaudited Interim Financial Statements and Notes thereto included herewith and the audited Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024, and the related notes thereto appearing elsewhere in our Annual Report, which were prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See*“Cautionary Note Regarding Forward-Looking Statements”* herein.

Previous wording

Westwater Resources, Inc. is an energy technology company focused on developing a vertically integrated battery-grade natural graphite business through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 mt per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate to the Kellyton Graphite Plant.

Current wording

Westwater Resources, Inc. is an energy technology company focused on developing a vertically integrated battery-grade natural graphite business through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and, based on current studies and estimates, produce 12,500 mt per year of CSPG in Phase I of the Kellyton Graphite Plant, primarily for use in lithium-ion batteries. Westwater also holds mineral rights to explore and potentially mine the Coosa Graphite Deposit, which Westwater anticipates will provide natural graphite flake concentrate to the Kellyton Graphite Plant.

Previous wording

On October 27, 2025, Westwater announced plans to progress the permitting process for future mine development at its Coosa Graphite Deposit. The Company has retained a third-party permitting and engineering firm to support and manage permitting activities and is actively engaging with the U.S. Army Corps of Engineers, the Alabama Department of Environmental Management (“ADEM”), and other state and local authorities as the process progresses. The permitting effort is expected to include the preparation and execution of required environmental studies and the submission of

Current wording

Westwater has conducted studies and filed several permits for mine development at its Coosa Graphite Deposit. The Company has retained a third-party permitting and engineering firm to support and manage permitting activities and is actively engaging with the U.S. Army Corps of Engineers (“USACE”), the Alabama Department of Environmental Management (“ADEM”), and other state and local authorities as the process progresses.

Previous wording

As previously announced and since permitting activities commenced in the fourth quarter of 2025, the Company applied for an NPDES permit with ADEM and received “covered project” designation for the Coosa Graphite Deposit under the FAST‑41 Federal Permitting Program. The submitted application includes site-specific engineering, hydrologic, and environmental analyses to support compliance with applicable federal and state water quality standards. FAST‑41, enacted by Congress in 2015, is intended to improve the timeliness, predictability, and transparency of the federal permitting process through publicly available permitting schedules and formal coordination mechanisms.

Current wording

Westwater’s permitting activities commenced in the fourth quarter of 2025. The Company applied for an NPDES permit with ADEM and received “covered project” designation for the Coosa Graphite Deposit under the FAST‑41 Federal Permitting Program. The submitted application includes site-specific engineering, hydrologic, and environmental analyses to support compliance with applicable federal and state water quality standards. FAST‑41, enacted by Congress in 2015, is intended to improve the timeliness, predictability, and transparency of the federal permitting process through publicly available permitting schedules and formal coordination mechanisms. As of the date of these Interim Financial Statements, the estimated completion date for environmental review and permitting, as reflected on the FAST-41 dashboard, is June 2027.

Previous wording

applications under applicable federal and state frameworks, including, where required, water discharge permits, wetlands permits, air permits, and other approvals necessary for the construction and operation of the Coosa Graphite Deposit. The results of these studies will support optimization of mine planning, infrastructure layout, and overall project design as Westwater continues to evaluate and develop the Coosa Graphite Deposit for efficient, technically sound, and environmentally responsible natural graphite production.

Current wording

During the six months ended June 30, 2026, the Company advanced the Coosa Graphite Deposit through the completion of environmental, cultural, hydrologic, and geochemical investigations and studies supporting federal and state permitting efforts. The results of these studies support optimization of mine planning, infrastructure layout, and overall project design as Westwater continues to evaluate and develop the Coosa Graphite Deposit for efficient, technically sound, and environmentally responsible natural graphite production. Key permitting activities included completion of wetland and stream delineations, jurisdictional determination activities, cultural resource surveys, habitat assessments, and FAST-41 activities. The Company also completed geochemical characterization and acid-base accounting analyses on historic and recent drill holes and continued hydrologic monitoring across the project area. As of June 30, 2026, efforts were

Previous wording

During the three months ended March 31, 2026, the Company continued to oversee detailed engineering and manufacturing progress related to long‑lead equipment procured in the fourth quarter of 2025 for the Kellyton Graphite Plant.

Current wording

During the six months ended June 30, 2026, the Company continued to oversee detailed engineering and manufacturing progress related to long‑lead equipment we ordered in the fourth quarter of 2025 and we are continuing to follow, support and advance its progress and delivery to the Kellyton Graphite Plant.

Previous wording

Westwater continued to operate its R&D Lab and its qualification line at the Kellyton Graphite Plant during the first quarter. Both the R&D Lab and qualification line support ongoing product development and optimization with potential customers and provide in-house quality control testing capabilities.

Current wording

Westwater continued to operate its R&D Lab and its qualification line at the Kellyton Graphite Plant during the first half of the year. Both the R&D Lab and qualification line support ongoing product development and optimization with potential customers and provide in-house quality control testing capabilities.

Previous wording

Since the inception of the Kellyton Graphite Plant, and inclusive of liabilities as of March 31, 2026, the Company has incurred costs of approximately $129.6 million. The Company continued Phase I construction activities at a measured pace during the first quarter of 2026. With additional financing raised during 2025 and 2026, the Company has ordered certain long-lead equipment items to further advance Phase I in 2026; however, the Company currently intends to maintain a measured approach to capital deployment.

Current wording

Since the inception of the Kellyton Graphite Plant, and inclusive of liabilities as of June 30, 2026, the Company has incurred costs of approximately $130 million associated with Phase I. The Company continued Phase I construction activities at a measured pace during the first half of 2026. With additional financing raised during 2025 and 2026, the Company has ordered certain long-lead equipment items to further advance Phase I in 2026.

Previous wording

The Company is maintaining its current cost estimate for Phase I of the Kellyton Graphite Plant of $245 million, of which approximately $115 million has not yet been incurred, including approximately $19 million related to contingency and potential cost escalations.

Current wording

The Company maintains its current cost estimate for Phase I of the Kellyton Graphite Plant of $245 million, of which approximately $115 million has not yet been incurred, this includes approximately $14.8 million related to contingency and potential cost estimates. The contingency and escalation estimate was reduced as we received updated pricing.

Previous wording

In June and August 2025, the Company entered into the Series Purchase Agreements pursuant to which the Company issued and sold in registered public offerings Convertible Notes in the aggregate principal amount of $10.0 million, which are convertible into shares of the Company’s Common Stock.

Current wording

In June and August 2025, the Company entered into the Securities Purchase Agreements pursuant to which the Company issued and sold in registered public offerings Convertible Notes in the aggregate principal amount of $10.0 million, which were convertible into shares of the Company’s Common Stock. As discussed inNote 4, Convertible Notes, andNote 12, Subsequent Event, of the Interim Financial Statements, subsequent to the quarter ended June 30, 2026 the Company voluntarily redeemed the entire outstanding Convertible Notes for approximately $2.4 million in cash.

Previous wording

During the three months ended March 31, 2026, the Company continued to raise capital through its ATM Sales Agreement and sold 1.0 million shares of Common Stock for net proceeds of $1.2 million.

Current wording

During the six months ended June 30, 2026, the Company continued to raise capital through its ATM Sales Agreement and sold 1.0 million shares of Common Stock for net proceeds of $1.2 million. Refer toNote 7, Stockholders’ Equity, of the Interim Financial Statements for further details.

Previous wording

We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In support of these efforts, we have engaged advisors and are actively evaluating additional funding structures that may be available to the Company.

Current wording

We continue to work to advance our plan to secure the remaining financing needed to complete Phase I of the Kellyton Graphite Plant. Consistent with our prior communications, we are prioritizing non-dilutive and lower cost sources of capital where available, including evaluating potential government programs. In August of 2026, Westwater received approval from the Export-Import Bank of the United States (“EXIM”) for an approximately $25 million direct loan to support continued development of the Kellyton Graphite Plant. The loan was approved under EXIM’s Make More in America Initiative (“MMIA”), which supports export-oriented domestic manufacturing projects that strengthen critical U.S. supply chains.

Previous wording

Until the remaining financing for Phase I is secured, we expect to continue to manage expenditures with a focus on capital preservation, and certain construction and commissioning activities may remain limited. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing.

Current wording

As we continue to secure additional financing to complete Phase I, we will manage expenditures in a prudent manner. There can be no assurance that we will obtain additional financing in amounts sufficient to meet our needs, or on terms acceptable to the Company, nor can there be assurance regarding the timing of any such financing.

Previous wording

Westwater continues to respond to inquiries from prospective customers as they evaluate the impact of announced and potential changes to global trade and industrial policy, including tariffs, export restrictions, domestic content requirements, countervailing and antidumping duties, the Section 45X advanced manufacturing production tax credit, and related policy measures that may affect demand for domestic battery-grade natural graphite. Many of these prospective customers include large, global lithium-ion battery manufacturers and original equipment manufacturers (“OEMs”).

Current wording

Westwater continues to respond to inquiries from prospective customers as they evaluate the impact of announced and potential changes to global trade and industrial policy, including tariffs, export restrictions, domestic content requirements, the Section 45X advanced manufacturing production tax credit, and related policy measures that may affect demand for domestic battery-grade natural graphite. Many of these prospective customers include large, global lithium-ion battery manufacturers and original equipment manufacturers (“OEMs”).

Previous wording

While SK On and FCA have indicated they may be open to considering new arrangements with the Company, any future agreements would be subject to current market conditions and other terms to be negotiated. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes.

Current wording

The global landscape for the U.S. supply of critical minerals, including natural graphite, continues to evolve. As previously announced, on March 31, 2026, SK On terminated the Procurement Agreement and on November 3, 2025, FCA terminated the Offtake Agreement. The Company continues to explore additional offtake opportunities with other prospective customers and, as part of these efforts, has provided and expects to continue providing product samples to support customer evaluation and qualification processes.

Previous wording

Consolidated net loss from operations for the three months ended March 31, 2026, was $4.7 million, or $0.04 per share, as compared with $2.7 million, or $0.04 per share for the same period in 2025. The $2.0 million increase in our consolidated net loss from operations was primarily due to costs associated with progressing the permitting of the Coosa Graphite Deposit, an increase in stock-based compensation expenses, and greater product development costs. Additional detail regarding the drivers of these primary cost increases is provided below.

Current wording

Consolidated net loss from operations for the three months ended June 30, 2026, was $4.3 million, or $0.03 per share, as compared with $3.9 million, or $0.05 per share for the same period in 2025. Consolidated net loss from operations for the six months ended June 30, 2026, was $9.0 million, or $0.07 per share, as compared with $6.5 million, or $0.09 per share for the same period in 2025. The increases in our consolidated net loss from operations for both periods were primarily due to costs associated with progressing the permitting of the Coosa Graphite Deposit, an increase in stock-based compensation expenses, and greater product development costs, partially offset by additional interest income. Additional detail regarding the drivers of these primary cost increases is provided below.

Previous wording

contract costs related to the previously announced termination of the Procurement Agreement, $0.1 million more raw material inventory used in sample production, and $0.1 million of equipment maintenance and enhancements on our qualification line.

Current wording

Product development expenses for the six months ended June 30, 2026, increased approximately $0.4 million compared to the same period in 2025. The increase was primarily the result of $0.2 million of equipment maintenance and enhancements on our qualification line, a $0.1 million write-off of deferred contract costs related to the previously announced termination of the Procurement Agreement, and $0.1 million more raw material inventory used in sample production.

Previous wording

Exploration expensesfor the three months ended March 31, 2026, were $0.3 million. The increase of $0.3 million, compared to the same period in 2025 was a result of permitting related activities performed during the first quarter of 2026 to advance the Coosa Graphite Deposit through early stage permitting. Those activities included completing collection of all baseline environmental, geotechnical, cultural, and hydrologic data required to support permitting. All major water management structures needed for the initial mine development footprint and activities (process wastewater, treatment pond, freshwater makeup, and stormwater basin) were fully designed and certified.

Current wording

Exploration expensesfor the three and six months ended June 30, 2026 increased$0.3 million and $0.6 million, respectively, compared to the same periods in 2025. The increases were a result of permitting related activities performed during the first half of 2026 to advance the Coosa Graphite Deposit through early stage permitting. Those activities included completing collection of all baseline environmental, geochemical, cultural, and hydrologic data required to support permitting. All major water management structures needed for the initial mine development footprint and activities (process wastewater, treatment pond, freshwater makeup, and stormwater basin) were fully designed and certified. Additionally, the habitat assessment, the sediment basin designs, and laboratory geochemical testing for several drill holes were completed. In addition, the Company filed the National Pollutant Discharge Elimination System with the ADEM. On June 15, 2026, the Company submitted its Section 404 permit application to the USACE under the Clean Water Act and on June 26, 2026, the USACE issued the project's Public Notice, formally beginning the public review process.

Previous wording

General and administrative expenses for the three months ended March 31, 2026, were $3.5 million, an increase of $1.2 million compared to the same period in the prior year. The increase was primarily driven by $0.6 million of higher stock‑based compensation expenses, resulting from larger and more broadly distributed RSU awards granted in May 2025 compared to prior years, including higher employer payroll taxes on equity awards that vested in the first quarter of 2026, a $0.3 million increase in services provided by third‑parties primarily related to the evaluation of government funding opportunities, investor relations, and legal services, and $0.1 million of commission expense resulting from the termination of the Procurement Agreement.

Current wording

General and administrative expenses for the six months ended June 30, 2026, increased by $1.7 million, compared to the same period in 2025. The increase was primarily driven by $0.7 million of higher stock‑based compensation expenses, resulting from larger and more broadly distributed RSU awards granted in May 2025 and May 2026 compared to prior years and higher employer payroll taxes on equity awards that vested in the first quarter of 2026, a $0.5 million increase in services provided by third‑parties primarily related to the evaluation of government funding opportunities, investor relations, and legal services, a $0.3 million increase in office expenses primarily related to operating leases, maintenance of company assets, subscriptions, and training of employees in advance of operations, and $0.1 million of commission expense resulting from the termination of the Procurement Agreement.

Previous wording

Depreciation and amortization for the three months ended March 31, 2026, was $0.2 million and remained relatively flat, as compared to the same period in 2025.

Current wording

Depreciation and amortization for the three and six months ended June 30, 2026, was $0.2 million and $0.4 million, respectively, and remained relatively flat, as compared to the same period in 2025.

Previous wording

Other expense, net for the three months ended March 31, 2026, was $0.1 million and remained relatively flat, as compared to the same period in 2025. For the three months ended March 31, 2026, the Company recognized other expense of approximately $1.1 million related to conversions on the Series B-1 Convertible Notes offset by other income of approximately $0.7 million related to changes in fair values of the Convertible Notes and approximately $0.4 million more interest income as a result of a larger cash balance.

Current wording

Other income, net for the three months ended June 30, 2026, was $0.1 million, compared to other expense, net of $0.3 million for the same period in 2025. For the three months ended June 30, 2026, the Company recognized approximately $0.5 million less other expense related to changes in the fair values of the Convertible Notes and approximately $0.4 million more interest income as a result of a larger cash balance. These increases in other income were partially offset by approximately $0.5 million more of other expense related to conversion losses on the B-1 Convertible Notes.

Previous wording

Net cash used in operating activities of $4.0 million for the three months ended March 31, 2026, represents an increase of $1.7 million compared to the same period in 2025. The increase was primarily due to the timing of company-wide short-term incentive payments of $0.9 million. In an effort to manage cash flow, prior year bonus payments were deferred over the second and third quarters of 2025. The increase in cash used was also driven by the timing of payments for certain insurance programs of $0.5 million, and $0.4 million related to permitting activities at the Coosa Graphite Deposit and government relations. These increases were slightly offset by other miscellaneous changes in other working capital.

Current wording

Net cash used in operating activities of $6.5 million for the six months ended June 30, 2026, represents an increase of $1.9 million compared to the same period in 2025. The increase was primarily due to $0.6 million of permitting activities at the Coosa Graphite Deposit, a $0.5 million increase in services provided by third-parties primarily related to evaluation of government funding opportunities, investor relations, and legal services, and a $0.3 million increase in office expenses primarily related to operating leases, maintenance items for the administration and warehouse buildings at Kellyton, subscriptions, and training of employees in advance of operations. The remaining increase was largely attributable to working capital timing differences, primarily related to company-wide short-term incentive payments of $0.3 million, as prior year bonus payments were deferred over the second and third quarter in 2025, and payments associated with certain insurance programs of $0.2 million.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026, was $1.6 million, a decrease of $1.4 million as compared to the same period in 2025. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant. SeeNote 3 Property, Plant and Equipment for further details.

Current wording

Net cash used in investing activities for the six months ended June 30, 2026, was $2.3 million, a decrease of $2.5 million as compared to the same period in 2025. For both periods, the investing activity represents construction capital expenditures as the Company continues a managed approach to construction activity while seeking financing to fund the remaining construction of Phase I of the Kellyton Graphite Plant. The cash used in investing for the prior year comparable period was slightly offset by cash received from sales of assets. SeeNote 3 Property, Plant and Equipment for further details.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2026, was $1.5 million, compared to net cash provided by financing activities of $4.2 million for the same period in 2025. The increase in net cash used was primarily attributable to $2.4 million higher withholding taxes related to net share settlements of equity awards that vested in the first quarter of 2026, and $3.4 million lower net proceeds from the sale of shares of Common Stock under the ATM Sales Agreement and the 2024 Lincoln Park PA during the three months ended March 31, 2026, compared to the same period in 2025.

Current wording

Net cash used in financing activities for the six months ended June 30, 2026, was $1.5 million, compared to net cash provided by financing activities of $11.9 million for the same period in 2025. The increase in net cash used was primarily attributable to $6.4 million lower net proceeds from the sale of shares of Common Stock under the ATM Sales Agreement and the 2024 Lincoln Park PA during the six months ended June 30, 2026 compared to the same period in 2025, $4.8 million of net cash proceeds received for the Series A-1 Convertible Notes issued in the second quarter of 2025, and $2.4 million higher withholding taxes related to net share settlements of equity awards that vested in the first quarter of 2026 compared to the same period in 2025.

Previous wording

During the three months ended March 31, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. However, the construction activities have been significantly reduced from anticipated levels until additional funding is secured to advance Phase I of the Kellyton Graphite Plant. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider, including purchases of long lead equipment, through the date of such termination.

Current wording

During the six months ended June 30, 2026, and through the date that these Interim Financial Statements were issued, the Company continued construction activities related to the Kellyton Graphite Plant. We are progressing construction activities at the Kellyton Graphite Plant at a measured level as we continue to secure additional funding to complete the project. The Company’s construction-related contracts include termination provisions at the Company’s election that do not obligate the Company to make payments beyond what is incurred by the third-party service provider, including purchases of long lead equipment, through the date of such termination.

Previous wording

On March 31, 2026, the Company’s cash balance was $41.5 million. During the three months ended March 31, 2026, the Company sold 1.0 million shares of Common Stock for net proceeds of $1.2 million pursuant to the ATM Sales Agreement. As of March 31, 2026, the Company had approximately $70.6 million remaining available for future sales under the ATM Sales Agreement and approximately $26.2 million remaining available for future sales under the 2024 Lincoln Park PA, subject to certain limitations contained within the Convertible Notes. SeeNote 7, Stockholders’ Equity to the Interim Financial Statements for further details regarding the Company’s equity financing agreements.

Current wording

On June 30, 2026, the Company’s cash balance was approximately $38.2 million. During the six months ended June 30, 2026, the Company sold 1.0 million shares of Common Stock for net proceeds of $1.2 million pursuant to the ATM Sales Agreement. As of June 30, 2026, the Company had approximately $70.6 million remaining available for future sales under the ATM Sales Agreement and approximately $26.2 million remaining available for future sales under the 2024 Lincoln Park PA. SeeNote 7, Stockholders’ Equity to the Interim Financial Statements for further details regarding the Company’s equity financing agreements.

Previous wording

While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2024 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume.

Current wording

While the Company has advanced its business plan and has been successful in the past raising funds through equity and debt financings, as well as through the sale of non-core assets, no assurance can be given that additional financing will be available in amounts sufficient to meet its needs, or on terms acceptable to the Company. Recent volatility in the equity and debt capital markets, higher interest rates, inflation, electric vehicle production and adoption rates, uncertain economic conditions and regulatory policy and enforcement, tariff policy and import/export restrictions, and unstable geopolitical conditions, could significantly impact the Company’s ability to access the necessary funding to advance its business plan. The Company’s ability to raise additional funds under the ATM Sales Agreement and the 2024 Lincoln Park PA may be limited by the Company’s market capitalization, share price and trading volume and the extension or replacement of the 2024 Lincoln Park PA, which expires in October 2026.