Risk Factors Dashboard

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PART I

ITEM 1. BUSINESS

THE COMPANY

Westwater Resources, Inc., is an energy technology company focused on developing battery-grade natural graphite materials through a vertically integrated, mine-to-market strategy anchored by its two primary projects in Coosa County, Alabama: the Kellyton Graphite Plant and the Coosa Graphite Deposit., originally incorporated in 1977, is an energy technology company focused on developing battery-grade natural graphite materials through its two primary projects, the Kellyton Graphite Plant and the Coosa Graphite Deposit, both located in Coosa County, Alabama. Although the Company was originally incorporated in 1977, it shifted its strategic focus to the graphite business in 2017. Once operational, Westwater expects the Kellyton Graphite Plant to process natural flake graphite and estimates 12,500 metric tons (“mt”) of CSPG production per year in Phase I. CSPG is primarily used in anode active material (“AAM”) in lithium-ion batteries. CSPG is primarily used in active anode material in lithium-ion batteries. Westwater also holds mineral rights to explore and mine the Coosa Graphite Deposit, which Westwater anticipates will eventually provide natural graphite flake concentrate as feedstock to the Kellyton Graphite Plant. 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. The Coosa Graphite Deposit is located near Rockford, Alabama at 32 ° 54’ 30” North and 86 ° 24’ 00” West.

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OUR STRATEGY

Our strategy is to increase stockholder value by advancing a vertically integrated, mine-to-market battery-grade graphite business that connects a domestic graphite resource at the Coosa Graphite Deposit to value-added processing at the Kellyton Graphite Plant. We intend to progress the Coosa Graphite Deposit through permitting, technical work, and staged development so that it can serve as a long-term, reliable source of natural graphite flake concentrate for the Kellyton Graphite Plant. In parallel, we are developing processing capabilities at the Kellyton Graphite Plant designed to produce CSPG, which is primarily used as AAM in lithium-ion batteries. The Company believes that this integrated approach will provide greater security of supply, improved control over raw-material quality, and enhanced operational visibility across the value chain as compared to third-party feedstock.

The acquisition of Alabama Graphite in 2018, which added the Coosa Graphite Deposit to the Company’s asset base, provides the Company with the opportunity to pursue a domestic supply of battery-grade natural graphite products for U.S. and allied markets by combining an upstream resource position at Coosa Graphite Deposit with downstream processing at the Kellyton Graphite Plant. Our target markets for our products include electric vehicles, trucks and buses, consumer electronics, defense and aerospace applications, and battery energy storage system (“BESS”) batteries for grid and data center applications. Our goal is to develop a domestic supply of low-cost, high-quality battery-grade natural graphite products for battery manufacturers and other customers. Our goal for the graphite business is to develop a domestic supply of low-cost, high-quality, and high-margin battery-grade natural graphite products for battery manufacturers. For additional information regarding the Kellyton Graphite Plant see Item 2, Properties.

A key element of our strategy is advancing the Coosa Graphite Deposit as a prioritized upstream asset supporting our mine-to-market plan. The Company holds mineral rights to 41,965 acres for future mining development. We expect the Coosa Graphite Deposit to serve as future feedstock for the Kellyton Graphite Plant and provide in-house QA/QC for raw-material inputs. Advancing the Coosa Graphite Deposit is also intended to improve long-term supply assurance and reduce exposure to external supply chain disruptions and price volatility for raw materials. To date we have explored less than 10% of the Coosa Graphite Deposit acreage, providing the potential for additional tonnage of feedstock for the Kellyton Graphite Plant or third-party consumers.

In addition to graphite, the Coosa Graphite Deposit contains vanadium, which the Company plans to explore and evaluate for potential technical feasibility of extraction and processing in the future. Vanadium is used as an alloying element in certain titanium alloys and specialty steels used in performance-driven applications, including aerospace applications and vanadium redox flow batteries (“VRFBs”). For example, Ti-6Al-4V titanium alloy, which contains vanadium, is used in various aircraft, aerospace and defense components. U.S. defense procurement rules include domestic or qualifying-country sourcing requirements for certain “specialty metals” including steels and alloys that may contain vanadium and are incorporated into some defense items, subject to specified exceptions. While the Company has not completed technical or economic work to determine whether the Coosa Graphite Deposit’s vanadium resources could be recoverable or marketable, and vanadium is not currently included in the Company’s economic models or resource

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estimates, the presence of vanadium may represent potential long-term optionality as supply chains increasingly prioritize secure and compliant domestic sources of critical mineral inputs.

We prioritize our project pipeline with the objective of achieving sustainable battery-grade graphite production over time. We may adjust near-term and long-term business priorities based on market conditions, customer requirements, permitting timelines, and available capital, including sequencing decisions related to the development of the Kellyton Graphite Plant and advancement of the Coosa Graphite Deposit.

We believe our combined experience in mining, mineral processing, and project execution, together with battery-materials and energy storage knowledge and capital markets expertise, supports our strategy and is a key competitive advantage. We intend to advance the Company’s business plan towards development and production while prudently managing our cash and liquidity position to maintain financial flexibility. We intend to advance the Company’s project towards production, while prudently managing our cash and liquidity position for financial flexibility.

OVERVIEW OF THE BATTERY GRAPHITE INDUSTRY

Graphite is a common crystalline form of carbon. Found in mineral deposits around the world, graphite is widely used in numerous industrial applications. These applications take advantage of graphite’s unique natural properties, including high lubricity, excellent resistance to corrosion, the ability to withstand elevated temperatures while remaining structurally stable, and outstanding thermal and electrical conductivity. Through a series of sophisticated and carefully controlled processing steps, flake graphite concentrates are transformed into high-value products primarily for the battery industry. Through a series of sophisticated and precise processing steps, flake-graphite concentrates are transformed into high-value end products for the battery industry.

Presently, the U.S. is almost 100% dependent on foreign imports for battery-grade graphite, which is currently the primary anode material in the lithium-ion batteries that power electric vehicles, smartphones, and laptops, and storage of power generated from intermittent renewable energy sources. Westwater intends to process natural flake graphite into battery-grade graphite, primarily for lithium-ion batteries. Graphite’s role is expected to remain important as lithium-ion battery demand expands across BESS supporting grid and data center infrastructure, along with electric vehicle applications.

Natural battery-grade graphite products are derived from flake graphite that has been transformed through a series of specialty downstream processes into various battery graphite products. These processes include, but are not limited to:

CSPG is used as a graphite anode, or AAM, in lithium-ion batteries. Although it may seem that synthetic and natural AAMs are competing products, synthetic and natural graphite are typically blended together into anode material for electric vehicle applications to optimize performance and cost by taking advantage of each graphite attribute, such as cycle life, energy density, and cost.

Overall battery consumption has risen due to developments in electric-automobile markets, consumer electronic devices, defense contracting demand, and growth in BESS used to support grid reliability, data center applications, and to integrate renewable generation.Overall battery consumption has risen at an accelerated growth rate due to developments in electric-automobile markets, personal electronic devices, electrical grid storage, and technology for wind and solar power installation. The long-term shift towards low- and zero-emissions transportation and the increased use

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of batteries in stationary energy storage are expected to support demand for battery materials, including graphite, for the foreseeable future.

According to the International Energy Agency (“IEA”), global demand for lithium-ion batteries continues to expand as electric vehicle adoption grows and BESS scale to support grid infrastructure, data centers, and electrification. Battery demand surpassed 1 TWh in 2024 and is expected to increase substantially over the coming decade.

Recent developments, supported by various publications, in this sector include:

The global graphite supply chain remains highly concentrated. In Benchmark’s 2025 Year in Review, they reported that in 2024, China accounted for approximately 76% of global flake graphite output, supported by a low-cost production base. In addition, downstream conversion capacity is also concentrated, and industry sources commonly cite China’s dominant position in graphite anode production. For example, Benchmark notes that China currently produces around 90% of graphite anodes globally. This concentration creates supply-chain and geopolitical risk for markets such as the U.S. and has contributed to increased policy focus on developing domestic production and processing capability.

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Trade and tariff policy have also affected the U.S. anode market. Following U.S. Department of Commerce (“DOC”) investigations initiated in 2025, Chinese AAM imports into the U.S. faced antidumping and countervailing duties. The DOC issued an initial affirmative countervailing duty determination on February 11, 2026; however, the ITC unexpectedly rescinded that determination, as announced on March 12, 2026. The non-DOC portion of the total tariffs have been subject to frequent changes by the Presidential administration and subject to judicial review and restraint; however these trade measures have the potential to materially increase the cost of imported Chinese AAM, which could strengthen the competitive position of U.S.-based anode material developers, such as Westwater.

The U.S. currently relies on imports of at least 15 critical minerals, including graphite, which is currently supplied almost entirely by companies located in China. The U.S. has historically been highly import-reliant for graphite; the U.S. Geological Survey has reported the U.S. was 100% net import reliant for graphite in prior years. On March 20, 2025, the President issued an executive order focused on increasing domestic mineral production and processing capacity, including through authorities such as the Defense Production Act and the U.S. International Development Finance Corporation financing mechanisms.

Westwater has developed patented graphite-purification technologies and advanced product-development processes designed to meet the demands of potential customers for battery-grade graphite materials.Westwater has developed graphite-purification technology and advanced product-development processes designed to meet the demands of potential customers for battery-grade graphite materials. The Company is developing methodologies and constructing facilities intended to produce high-purity, battery-grade graphite products at its Kellyton Graphite Plant. Westwater is developing methodologies and constructing facilities intended to produce high-purity, battery-grade graphite products at its Kellyton Graphite Plant. These products are being designed to serve major battery end markets. In addition, the Company believes the processes it intends to use are environmentally sustainable and permittable in the U.S., where a robust regulatory environment supports the Company’s approach to safe operations and product quality.

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Westwater has supported, and intends to continue supporting, the efforts of relevant U.S. governmental agencies, the State of Alabama and local municipalities to ensure that they remain aware of the importance of natural battery-grade graphite, its relevance to domestic supply chains and national security considerations, and how the Kellyton Graphite Plant and the Coosa Graphite Deposit align with broader critical minerals objectives.

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COMPETITION

In the production and marketing of graphite, there are a number of producing entities globally, some of which are government controlled and several of which have significant capitalization. The global graphite supply chain remains highly concentrated, including in downstream processing. The U.S. Energy Information Administration (“EIA”) reports that China processes and refines more than 90% of the world’s graphite into material used in battery anodes. This concentration has historically supported China’s scale and cost advantages and has contributed to increased efforts in the U.S. and other jurisdictions to expand non-Chinese supply and processing capacity.

With respect to sales of graphite, the Company expects to compete primarily based on product quality and consistency, performance, price, qualification timelines, reliability of supply, and the ability to meet customer specifications. The Company believes that providing a domestic, non-FEOC (Foreign Entity of Concern) source of battery-grade graphite and anode material may be a differentiator for certain customers as they evaluate supply-chain resiliency, traceability, and compliance considerations. The Company intends to market its products directly to end users and expects to compete with global producers and processors with established operations and significant scale, as well as graphite exploration, development, and production companies that are seeking to develop new sources of natural graphite feedstock and/or downstream processing capacity.

Competitive conditions may also be influenced by broader market and regulatory factors, including regulatory policy and enforcement, tariff policy and import/export restriction measures, and other policy developments affecting battery supply chains and anode materials. See the discussion above under “Overview of the Battery Graphite Industry” and Item 1A. Risk Factors for additional information regarding risks and uncertainties associated with tariffs, trade policy, and related regulatory changes.

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KEY BUSINESS AND CORPORATE DEVELOPMENTS IN 2025

During 2025, the Company advanced key elements of its mine-to-market strategy while navigating evolving market and policy conditions affecting domestic critical minerals supply chains. The developments below summarize progress in customer engagement and commercialization efforts, technology and intellectual property, construction and operational readiness at the Kellyton Graphite Plant, advancement of the Coosa Graphite Deposit, and financing and government funding initiatives.

Additional discussion of these matters, including related risks, uncertainties, and impacts on liquidity and capital resources, is provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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WESTWATER’S GRAPHITE BUSINESS

Kellyton Graphite Plant

The Kellyton Graphite Plant has been under construction for over three years. Under a lease with the Lake Martin Area Industrial Development Authority, AGP holds rights to approximately 70 acres to construct and operate the Kellyton Graphite Plant. The lease has a term of 10 years, a nominal lease payment, and an option to transfer the title of the land to AGP for a nominal amount during the term of the lease.

AGP has also entered into incentive agreements with the State of Alabama and local municipalities for locating the Kellyton Graphite Plant near Kellyton in Coosa County, Alabama. The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the Kellyton Graphite Plant. The incentive agreements provide certain tax credits and incentives under the Alabama Jobs Act in connection with the construction of the Kellyton Graphite Plant.

AGP owns two buildings, adjacent to the Kellyton Graphite Plant, that total approximately 90,000 sq. ft. The build-out of the administrative building was completed in April of 2022 and includes the R&D Lab constructed in 2023. The other building includes our qualification line and is being used for the maintenance shop, shipping and receiving, and as warehousing space.

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Westwater plans to develop the Kellyton Graphite Plant in two phases (Phase I and II). The Kellyton Graphite Plant is anticipated to have capacity to produce a total of approximately 26,500 mt of product per year in Phase I, which will increase to approximately 106,000 mt of product per year upon completion of Phase II. The anticipated capacity of each product is the following:

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Construction activities for Phase I of the Kellyton Graphite Plant began in the fourth quarter of 2021 and will continue in 2026. Westwater continued construction activities related to Phase I of the Kellyton Graphite Plant at a measured pace during 2025 and with the additional financing raised in the fourth quarter of 2025, the Company has ordered additional long-lead equipment items to further advance the Kellyton Graphite Plant. The Company will continue to maintain a measured approach and optimize capital investment in Phase I at the Kellyton Graphite Plant. Reducing the level of construction activity until additional financing is secured to complete construction of Phase I is expected to extend the overall schedule to complete Phase I of the Kellyton Graphite Plant. Reducing the level of construction activity until financing is secured is expected to extend the overall schedule to complete Phase I of the Kellyton Graphite Plant.

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Spheroidization, Purification and Post-Processing Activities

The Company will process natural graphite concentrate at the Kellyton Graphite Plant through a combination of milling and shaping to produce spheroidized graphite and SG Fines. Then, the purification of the spheroidized graphite will be performed using a patented proprietary purification process that was developed and tested during our pilot program by Dorfner Anzaplan, other engineering consultants, and internally in our R&D Lab and qualification line. The purification process uses technologies related to caustic baking, acid leaching and thermal treatment with a smaller and more sustainable environmental footprint than that of a hydrofluoric acid based purification system, which is widely used by other graphite processing companies. The process uses a combination of technologies including a caustic bake, acid leach and thermal treatment, a process that allows for a smaller and more sustainable environmental footprint than that of a hydrofluoric acid (“HF”) leaching system, which is widely used by other graphite processing companies. Once the graphite is turned into purified graphitic carbon with a carbon content exceeding 99.95%, the surface coating will be completed to manufacture the advanced graphite products we intend to sell. Once the graphite is purified to a minimum graphite carbon content of 99.95%, we will coat the SPG to manufacture the advanced graphite products we intend to sell. On September 17, 2025, the Company announced it had received its first U.S. Patent related to its graphite purification method. The Company also has an additional patent application pending in the U.S.

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Westwater currently purchases graphite flake concentrate for the Kellyton Graphite Plant under a supply contract with Syrah Resources Limited. In 2025, the Company also entered into a contract with a non-FEOC backup feedstock supplier. Westwater expects to continue to purchase graphite concentrate from Syrah Resources Limited and/or other sources for the Kellyton Graphite Plant until the Coosa Graphite Deposit is developed and in operation. Westwater believes its current contract with Syrah Resources Limited provides adequate feedstock supply until then and entered into the

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agreement with the backup feedstock supplier to secure further supply to reduce dependency, mitigate risk and ensure supply chain continuity.

Coosa Graphite Deposit

Westwater acquired Alabama Graphite in 2018 as part of a strategic decision to refocus the Company to supply battery manufacturers with low-cost, high-quality, and high-margin battery-grade natural graphite products. As part of that transaction, Westwater became the owner of mineral lease rights over the Coosa Graphite Deposit, located near Rockford, Alabama, 50 miles southeast of Birmingham. For further detail on the Coosa Graphite Deposit refer to Item 2, Properties, below.

Mining Method

The Coosa Graphite Deposit is expected to be mined by conventional small-scale open-pit mining methods.

Concentrate Plant

Mineralized material from the Coosa Graphite Deposit is projected to have an average grade of approximately 3.04% Cg, and is expected to contain impurities consisting of quartz, muscovite, iron oxides and calcite. Most of the impurities are present on the surfaces of the graphite flakes and can be easily removed during a metallurgical process known as flotation. Flotation processing maximizes the removal of these impurities while avoiding degradation of graphite flakes.

Further development work at the Coosa Graphite Deposit is expected to result in the detailed design and construction of a milling and concentration plant.15 Table of ContentsFurther development work at the Coosa Graphite Deposit is expected to result in the detailed design and construction of a milling and concentration plant.

Products and Business Development

The Company has worked to develop products for potential major battery markets. Based on discussions with potential customers, Westwater is focusing on the production of ULTRA-CSPG™ and SG Fines during Phase I of the Kellyton Graphite Plant and expects to evaluate the production of additional products in Phase II, subject to market demand and customer interest.

The Company is in active discussions with additional potential customers, including battery manufacturers and automobile manufacturers, with the goal of executing multi-year supply agreements for Phase II. To date, the Company has executed a Procurement Agreement with SK On and a Fines Offtake Agreement with Hiller Carbon. To date, the Company has executed a Fines Offtake Agreement with Hiller Carbon, an Offtake Agreement with FCA and a Procurement Agreement with SK On.

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Regulation

Graphite extraction and processing are regulated by federal and state governments. Compliance with such regulations has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been, and are expected to relate to, obtaining licenses and operating permits from federal and state agencies before the commencement of production activities, as well as the cost for continuing compliance with licenses and permits once they have been issued. The current environmental and technical regulatory requirements for the graphite extraction and processing industry are well established. However, the regulatory process can make permitting difficult and timing unpredictable.

U.S. regulations pertaining to graphite extraction and processing may evolve in the U.S. However, at this time we do not anticipate any adverse impact from these regulations that would be unique to our operations.

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Kellyton Graphite Plant

For construction and operations of the Kellyton Graphite Plant, the Company is required to obtain and maintain permits related to air emissions, water discharge, storm water drainage, and other regulated waste. The Company has all necessary permits to complete the construction of Phase I of the Kellyton Graphite Plant. Consequently, the Company has all necessary permits to complete the construction of Phase I of the Kellyton Graphite Plant.

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Coosa Graphite Deposit

Graphite mining and processing in Alabama requires various permits, including those for any emissions to air, water, or other aspects of the environment. Permits may be required from the State of Alabama, the U.S. Environmental Protection Agency, the Army Corps of Engineers, and other state and federal agencies. Specifically, to mine the Coosa Graphite Deposit, permits may be required in accordance with the Alabama Surface Mining Act of 1969, which is administered by the Alabama Department of Labor (“DoL”). DoL issues mining permits, ensures that mine sites are properly bonded for reclamation purposes, and makes periodic inspections. The Company is currently in the process of determining which permits are needed as well as the requirements for posting surety obligations or negotiable bonds related to the area to be disturbed. Future mining operations at the Coosa Graphite Deposit may be subject to the U.S. National Environmental Policy Act process, with potential review by various federal agencies that may include the U.S. Environmental Protection Agency, the Army Corp of Engineers, and others.

In Alabama, any surface or groundwater withdrawals are managed through the Alabama Water Use Reporting Program. The Alabama Water Resources Act and associated regulations establish the requirements for water withdrawals. The process begins with the submission of an application form called a “Declaration of Beneficial Use” and other required information to the Office of Water Resources (“OWR”) within the Alabama Department of Economic and Community Affairs. Once application information is reviewed and determined to be complete, OWR will issue a Certificate of Use (“COU”) that lists the applicant’s name and information concerning all registered surface and/or groundwater withdrawal points and their withdrawal information. Entities with a capacity to withdraw more than 100,000 gallons per day are required to register with OWR and obtain a COU. The COU certifies that proposed water use will not interfere with existing water use and is beneficial. The Company anticipates evaluating the future need for a COU during its development of a detailed mine plan.

CORE VALUES

Westwater’s core values drive our business and operations. Westwater’s core values are:

The Company works to be a good corporate citizen and to safeguard our employees, operations, neighbors and the local communities in which our employees and stakeholders live and work.

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Environmental Criteria and Actions

The DFS for Phase I defined the raw material inputs, energy inputs, product streams, and waste streams, including air, water, solids and heat, for processing our graphite into battery products. Integrated into these input and output streams, we are defining methods of reducing impacts on our environment, including:

Greenhouse gas emissions: Westwater has completed an initial LCA for Phase I of the Kellyton Graphite Plant, which was prepared assuming that the plant produces the previous estimate of 7,500 mt of CSPG per year. Westwater plans to update the LCA for the higher planned production of 12,500 mt of CSPG per year once the plant is operating. However, based on the initial LCA, the main contributors to CO₂ emissions at the Kellyton Graphite Plant are electricity consumption and direct CO₂ emission from natural gas combustion. Westwater expects that Phase I will be a “minor source”, as defined by the ADEM, of air emissions with the following criteria pollutants: carbon monoxide (“CO”), ozone, nitrogen dioxide (“NO_2”), sulfur dioxide (“SO_2”), and particulate matter (“PM”) in respect to the USEPA’s Prevention of Significant Deterioration (“PSD”) program. All criteria pollutants are projected to be <100 tons per year (“TPY”). Additionally, the projected emissions of hazardous air pollutants (“HAP”) are expected to be below the “major source”, as defined by ADEM, threshold of 25 TPY and no single HAP is expected to be above the individual 10 TPY threshold. The Company anticipates that estimated emissions will remain below the major source thresholds when producing 12,500 mt of CSPG per year.

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The expected process to produce battery-grade products for Phase I of the Kellyton Graphite Plant will not use hydrofluoric acid, which is widely utilized elsewhere in the industry. Westwater believes a non-hydrofluoric acid process is advantageous because air and water emissions are either eliminated or significantly reduced, and because the chemicals that will be utilized in lieu of hydrofluoric acid are non-volatile and will be recycled in part through a closed loop circuit. Westwater believes a non-HF process is advantageous because air and water emissions are either eliminated or significantly reduced, and because the chemicals that will be utilized in lieu of HF are non-volatile and will be recycled in part through a closed loop circuit. The reduced environmental impact associated with operations at the Kellyton Graphite Plant should substantially outweigh any potential advantages (“cost footprint”) that may exist for the hydrofluoric acid process. The Kellyton Graphite Plant is designed to recycle approximately 70% of the chemicals used in its purification process. Westwater estimates its process emits approximately 10% less greenhouse gas (“GHG”) emissions than Chinese natural graphite processing methods, and approximately 44% less GHG emissions than Chinese synthetic graphite processing methods.

Wastewater management: We expect that the Kellyton Graphite Plant will not have surface water discharge to waters of the U.S., nor are there any such jurisdictional waters of the U.S. at the Kellyton Graphite Plant. In August 2022, the Company received its SID permit for the treatment of wastewater from the Alabama Department of Environmental Management. Under the SID, the Company provides an agreed upon wastewater profile to be processed by the local wastewater treatment plant. The Company plans to pretreat the wastewater from the Kellyton Graphite Plant through recycling, neutralizing and filtering to ensure it meets the requirements under the SID.

Social Criteria and Actions

As part of our Kellyton Graphite Plant design and analysis we are evaluating community needs, with input from the local stakeholders, and our ability to support them – whether in education, infrastructure, or in other ways applicable to community needs. Through the Alabama Industrial Training (“AIDT”) program, the Company is eligible to receive a cash reimbursement for the design of a customized plan for the recruitment, screening, and training of new employees. In addition to the cash reimbursement for training, AIDT offers in-kind services, which include items such as assistance with a pre-employment selection system, maintenance assessments, safety assistance and training, and robotic and programable logic controller automation training.

Westwater has held “townhall” meetings with the local community in Coosa County, Alabama, to maintain open and transparent communication as well as to hear and work to address any concerns of the community. Multiple members

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of the Westwater team have attended meetings to discuss the economic development of the local community. The Company has also hosted first responders’ luncheons that have included tours of the Kellyton Graphite Plant for over 100 first responders and local officials to show appreciation to those helping within the local community.

Westwater has a strong history in social license. For instance, the Company has participated in community service projects at local schools in Coosa and Tallapoosa Counties, Alabama, with a focus on facility improvements and grounds maintenance. For instance, the Company has participated in community service projects to help with cleanup of local schools in Coosa County, Alabama. Historically, when the Company had prior operations, it provided scholarships to families within the communities where it had operations.

Westwater Team and Culture (“Human Capital”)

Our team and culture are key to our success. We are committed to fostering solid relationships with all members of our workforce based on trust, treating workers fairly, providing them with safe and healthy working conditions and the opportunity to achieve and contribute to their full potential. Our team is defined by a commitment to our mission, vision, and values, which includes providing a great place to work for teammates, being a good neighbor in the communities where we work and live, and being a good steward for our investors.

As of December 31, 2025, 20 people were employed as full-time employees by Westwater.As of December 31, 2024, 21 people were employed by Westwater.

Consistent with our core value of safety for each other, Westwater offers employment benefits including medical insurance, paid time off, sick leave, and retirement plans for all teammates, and a bonus structure at all salaried levels of the organization. Additionally, we have a history of supporting the professional development of members of our workforce including financial support to those wishing to obtain advanced degrees, as well as leadership seminars and training.

Westwater has executed agreements with state and local community organizations to support local surrounding communities. While constructing, equipping, and operating the Kellyton Graphite Plant, the Company gives good-faith consideration to hiring and purchasing from qualified, local contractors and vendors in good standing with the State of Alabama. The Company is committed to good-faith consideration of recruiting and hiring local workers.

Governance Criteria and Factors

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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 charter documents. Members of the Board are kept informed of the Company’s business through discussions with the President and Chief Executive Officer 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 of Stockholders is expected of each director. Our Board held twelve meetings during 2025. All directors attended all meetings of the Board and applicable Committees held in 2025. The independent directors met in executive session at several of the Board meetings held in 2025. All directors attended the 2025 Annual Meeting of Stockholders. Our Board held eleven meetings during 2024. All directors attended all meetings of the Board and applicable Committees held in 2024 with two exceptions.

Board Leadership Structure

The Company’s governing documents allow the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. This approach allows the Board flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs and the Board’s assessment of the Company’s leadership from time to time. Currently, Terence J. Cryan serves as Executive Chairman and Frank Bakker serves as Chief Executive Officer.

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Safety and Sustainability Committee (previously the Health, Safety, and Environmental Committee)

The Company has a Safety and Sustainability Committee that reports directly to the entire Board of Directors of Westwater. The Safety and Sustainability Committee held three meetings in 2025. The Committee’s charter reads, in part:

The Committee’s primary purposes are to:

Members of the Safety and Sustainability Committee have direct experience in managing ISO 14001 Environmental Management Systems (“EMS”). These systems are designed to provide for reliable performance in sustainable management of businesses. The Company is committed to the continual improvement of its EMS, according to compliance obligations, by following the principles and requirements of ISO 14001. After the completion of our Phase I DFS, management has designed ISO 14001 based management systems to facilitate and govern our environmental performance. This effort includes the establishment of a preliminary set of metrics for measuring that performance.

Audit Committee

The Company has a separately designated Audit Committee composed solely of independent directors. The Audit Committee held four meetings in 2025.

The Audit Committee’s primary responsibilities are to:

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Compensation Committee

The Compensation Committee held five meetings and had several informal discussions in 2025. The Compensation Committee is responsible for assisting the Board in setting the compensation of the Company’s directors and executive officers and administering and implementing the Company’s incentive compensation plans and equity-based plans.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee held two meetings during 2025, and its 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 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.

Board of Directors

Westwater’s Board of Directors is comprised of five directors, three of whom are independent.

AVAILABLE INFORMATION

Our internet website address is www.westwaterresources.net. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of 15(d) of the Exchange Act, are available free of charge through our website under the tab “Investors” as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. We also make available on our website copies of materials regarding our corporate governance policies and practices, including our Code of Ethics, Nominating and Corporate Governance Committee Charter, Audit Committee Charter and Compensation Committee

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Charter. You may read and copy any materials we file with the SEC at the SEC’s website at http://www.sec.gov. You may also obtain a printed copy of the foregoing materials at no cost by sending a written request to: Westwater Resources, Inc., 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112, Attention: Information Request, or by calling (303) 531-0516. The information found on our internet website is not part of this or any report filed or furnished to the SEC. Potomac Street, Suite 300, Centennial, Colorado 80112, Attention: Information Request, or by calling 303.531.0516. The information found on our internet website is not part of this or any report filed or furnished to the SEC.

ITEM 1A.ITEM 1B. RISK FACTORS

Our business activities are subject to significant risks, including those described below. Every investor or potential investor in our securities should carefully consider these risks. If any of the described risks actually occurs, our business, financial position and results of operations could be materially adversely affected. Such risks are not the only ones we face and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business.

Risks Related to Our Business

Our business could be negatively impacted by inflationary pressures, which may result in increased costs of operations and negatively impact our ability to access capital.

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The U.S. has experienced rising inflation for the past several years and U.S. inflation is currently at a high level. This inflation has resulted in an increase in our costs for labor, services, and materials. Further, our suppliers face inflationary impacts such as the tight labor market and supply chain disruptions, that could increase the costs to construct and commission the Kellyton Graphite Plant, explore and develop the Coosa Graphite Deposit, and conduct our day-to-day operations. The rate and scope of these various inflationary factors may increase our operating costs materially, which may not be readily recoverable, and have an adverse effect on our costs, operating margins, results of operations and financial condition.

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Further, sustained inflation has caused and may continue to cause the Federal Reserve Board to raise the target for the federal funds rate, which correspondingly causes increased interest rates. Increased interest rates could have a negative effect on the securities markets generally which may, in turn, have a material adverse effect on the Company’s ability to access capital, particularly debt financing, and the market price of equity securities, including the Company’s Common Stock, which usually decrease as interest rates rise. To the extent that we access debt financing or issue variable interest rate instruments in the future, any increase in interest rates would increase our cost of borrowing and our interest expense.

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We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability – particularly, the ongoing military conflict between Russia and Ukraine, ongoing war and conflict in the Middle East, and economic impacts relating to tariffs, anti-dumping and countervailing duties. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from these conflicts and other geopolitical tensions.

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Ongoing wars, military conflicts and geopolitical tensions have caused broad disruption. Although the length, impact and outcome of those conflicts is highly unpredictable, any one of the conflicts could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences, demands for battery storage related to grid applications, electric vehicle adoption rates, as well as increases in cyberattacks and espionage. Although the length, impact and outcome of those conflicts is highly unpredictable, any one of the conflicts could lead to significant market 22 Table of Contentsand other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences, electric vehicle adoption rates, as well as increases in cyberattacks and espionage. While we expect any direct impacts to our business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect our business and may make it more difficult for us to raise equity or debt financing. In addition, the impact of other current macro-economic factors on our business, which may be exacerbated by the conflicts including inflation, supply chain constraints and geopolitical events, is likely to have an adverse effect on our business.

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We face a variety of risks related to our graphite manufacturing business serving multiple end markets.

We plan to develop a graphite manufacturing business that produces low-cost, high-quality, and high-margin graphite products for a range of applications, including lithium-ion and other battery technologies for electric vehicles, battery energy storage systems, grid-scale storage, data centers and other stationary storage applications, as well as potential defense, aerospace, nuclear, industrial and other specialty applications. The planned graphite manufacturing business is significantly different from our historic mining operations and carries a number of risks, including, without limitation:

Entry into a new line of business may also subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Our ability to penetrate and compete in diverse end markets, including defense-related, nuclear, energy storage and other industrial markets, will depend on our ability to meet stringent technical specifications, regulatory requirements, qualification processes and security requirements, which may be more rigorous than those applicable to traditional battery markets. Further, our graphite manufacturing business model and strategy are still evolving and are continually being reviewed and revised, and we may not be able to successfully implement our business model and strategy. Further, our battery-graphite manufacturing business model and strategy are still evolving and are continually being reviewed and revised, and we may not be able to successfully implement our business model and strategy. We may not be able to produce graphite with the characteristics needed for various end uses, including but not limited to battery anode material, specialty graphite applications, defense-related technologies, nuclear applications or stationary energy storage systems, and we may not be able to attract a sufficiently large number of customers. Although we have gained experience over the past several years, neither the Company nor any member of its management team has directly engaged in producing graphite before, and our lack of this specific experience may result in delays or further complications to the new business. If we are unable to successfully implement our graphite manufacturing business and vertical integration strategy, our revenue and profitability may not grow as we expect, our competitiveness may be materially and adversely affected, and our reputation and business may be harmed. If we are unable to successfully implement our new battery-graphite manufacturing business, our revenue and profitability may not grow as we expect, our competitiveness may be materially and adversely affected, and our reputation and business may be harmed.

In developing our graphite manufacturing business, we have and will continue to invest significant time and resources.In developing our planned battery-graphite manufacturing business, we have and will continue to invest significant time and resources. Initial timetables for the development of our business may not be achieved. Initial timetables for the development of our battery-graphite manufacturing business may not be achieved. Failure to successfully manage these risks in the development and implementation of our business plan could have a material adverse effect on our business, results of operations and financial condition. Failure to successfully manage these risks in the development and implementation of our new battery-graphite manufacturing business could have a material adverse effect on our business, results of operations and financial condition.

The construction and operation of the Kellyton Graphite Plant is subject to delays, cost overruns, and may not produce expected benefits.

Construction projects similar to our plant construction are subject to broad and strict government supervision and approval procedures, including but not limited to project approvals and filings; construction, land and project planning approvals; environment protection approvals; pollution discharge permits; work safety approvals; and the completion of inspection and acceptance by relevant authorities. As a result, construction and operation of the Kellyton Graphite Plant may be subject to administrative uncertainty, fines or the suspension of work on such projects. Construction delays related to the Kellyton Graphite Plant or failure to operate the Kellyton Graphite Plant in accordance with agreements with the State of Alabama and local municipalities could result in the loss of otherwise available tax credits and incentives.

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Delays or cost overruns could also result from inaccuracies in the estimates and findings in the DFS; difficulties in negotiation of construction contracts; challenges with managing contractors and vendors; subcontractor performance; adverse weather conditions and natural disasters; increased costs, shortages, or inconsistent quality of equipment, materials, and labor; judicial or regulatory action; nonperformance under construction or other agreements; engineering or design problems; initial production, plant start-up, attaining customer product specifications, and operating risks; future pandemic health events; work stoppages; environmental and geological conditions; or challenges with start-up activities and operational performance.

The Kellyton Graphite Plant has not yet operated at commercial scale, and we have never operated a full-scale graphite processing facility. As a result, we face significant scale-up risks, including the risk that equipment, processes or technologies may not perform as expected at commercial throughput levels; that yields, recoveries or production rates may be lower than anticipated; that product quality may be inconsistent; or that we may be unable to meet customer technical specifications on a repeatable and consistent basis. The transition from pilot-scale operations to sustained commercial production involves significant engineering, operational and quality control challenges, and there can be no assurance that we will achieve stable operations within expected timeframes or budgets. Failure to achieve consistent production volumes and product specifications could delay customer qualification, give rise to contractual penalties offtake agreement terminations, and materially and adversely affect our business and reputation.

To the extent we are unable to successfully complete construction on time, in accordance with milestones, or at all, or to commission, ramp up and operate the Kellyton Graphite Plant at commercial scale in a reliable manner, our ability to develop the Kellyton Graphite Plant could be adversely affected, which in turn could have a material adverse effect on our business, growth prospects, results of operations and financial condition.

The Company is not producing any products at a commercial scale at this time. As a result, we do not currently have a reliable source of operating cash. If we cannot successfully transition to commercial scale production of graphite and vanadium, partner with another company that has cash resources, find other means of generating and/or access additional sources of private or public capital, we may not be able to remain in business.

We do not have a committed source of financing for the development of our graphite or vanadium projects. Through December 31, 2025, we have incurred costs of approximately $128 million. While the remaining capital expenditures to construct Phase I of the Kellyton Graphite Plant are currently estimated at approximately $117 million, inclusive of contingencies, delays in constructing the commercial scale processing facility and other cost overruns may increase that estimate. As of December 31, 2025, we have approximately $48.6 million in cash, and there can be no assurance that we will be able to obtain financing on commercially reasonable terms, if at all, for the remainder of the amount needed to construct Phase I of the Kellyton Graphite Plant or develop our properties. Our inability to construct the Kellyton Graphite Plant or develop our properties would have a material adverse effect on our future operations.

We are a pre-revenue company, have incurred losses and have had no revenue from operations since 2009, and we expect to continue to incur losses until the Kellyton Graphite Plant becomes operational. We have no way to generate cash inflows outside of financing activities and we will continue to incur operating losses until we begin graphite and/or vanadium production on a scale sufficient to generate revenue to fund continuing operations, which cannot be assured. Our future production of purified graphite products is dependent on completion of the Kellyton Graphite Plant and successful implementation of graphite purification technology. Our future mining of graphite and vanadium is dependent upon the completion of an evaluation that will assess the amount, location and size of graphite and vanadium concentrations at our Coosa Graphite Deposit. We can provide no assurance that we will successfully produce graphite or vanadium on a commercial scale, that our properties will be placed into production or that we will be able to continue to find, develop, acquire and finance additional mineral resources or reserves. If we fail to reach commercial scale production and cannot find other means of generating revenue other than producing graphite and vanadium and/or access additional sources of private or public capital, we may not be able to remain in business and holders of our securities may lose their entire investment.

We currently rely entirely on financing activities to fund our operations and capital expenditures. Our business plan is capital intensive and dependent upon our ability to access financing. Volatility in the capital markets, changes in investor sentiment toward critical minerals, energy transition or mining companies, or Company-specific developments

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may materially and adversely affect our ability to raise additional capital. If we are unable to raise sufficient funds when needed, we may be required to delay, scale back or discontinue construction, development or commercialization plans for the Kellyton Graphite Plant, which could materially harm our business.

Volatility in graphite and vanadium prices may result in the Company not receiving an adequate return on invested capital.

Unless and until the Company produces natural graphite from the Coosa Graphite Deposit, the Company will be exposed to fluctuations in the price of natural flake graphite, which may increase substantially as the demand for graphite increases. In addition, the Company’s graphite and vanadium exploration and development activities may be significantly adversely affected by volatility in the price of graphite or vanadium. The success of our mining operations and ability to achieve positive cash flow is dependent on our ability to develop our properties and then operate them at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. Any profit will necessarily be dependent upon, and affected by, the long and short-term market prices of graphite and vanadium.

The market for graphite is global and serves multiple end uses, including stationary energy storage systems, grid infrastructure, data centers, defense and aerospace technologies, nuclear applications and various industrial uses. Demand in any of these sectors may be cyclical, policy-driven or subject to technological substitution. Changes in battery chemistries, advances in alternative anode materials, reduced growth in electric vehicle adoption, slower deployment of BESS or grid storage, or reduced defense or infrastructure spending could adversely affect overall graphite demand and pricing.

Mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as global and regional supply and demand, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the U.S. dollar and foreign currencies, and the political and economic conditions of mineral-producing countries throughout the world. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company’s graphite and vanadium activities not producing an adequate return on invested capital to be profitable or viable. In addition, a significant, sustained drop in graphite and vanadium prices would cause us to recognize impairment of the carrying value of our graphite and vanadium or other assets, which could have an adverse impact on the Company’s financial conditions and results of operations.

Our operations are subject to environmental risks.

We are required to comply with environmental protection laws, regulations and permitting requirements in the U.S., and we anticipate that we will be required to continue to do so in the future in connection with the construction and operations at our Kellyton Graphite Plant and Coosa Graphite Deposit. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements, and we anticipate that we will be required to continue to do so in the future. The material environmental laws and regulations within the U.S. include the Clean Air Act, Clean Water Act (“CWA”), Safe Drinking Water Act, Federal Land Policy Management Act, National Park System Mining Regulations Act, State Department of Environmental Quality regulations, rules and regulations of the NEPA, NPDES, and Section 404 of the CWA as applicable.

We cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted, particularly given the recent change in administration. The recent trend in environmental legislation and regulation, generally, has been toward stricter standards, and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, reclamation, waste handling and disposal, the protection of certain species, the preservation of certain lands, and epidemics and pandemics to the degree they impact us or our activities. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect our results of operations and business or may cause material changes or delay to our intended activities.

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Our operations may require additional analysis in the future including environmental, cultural and social impact and other related studies. Certain activities require the submission and approval of environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. We cannot provide assurance that we will be able to obtain or maintain all necessary permits that may be required to continue our operation or exploration of our properties or, if feasible, to commence development, construction or operation of production or mining facilities at such properties on terms which enable operations to be conducted at economically justifiable costs. If we are unable to obtain or maintain permits or water rights for development of our properties or otherwise fail to manage adequately future environmental issues, our operations could be materially and adversely affected.

Competition from better-capitalized companies affects prices and our ability to acquire both properties and personnel.

There is global competition for capital, graphite and vanadium customers, and qualified personnel. In the production and marketing of graphite and vanadium, there are a number of producing entities, some of which are government controlled and most of which are significantly larger and better capitalized than we are. Many of these organizations also have substantially greater financial, technical, manufacturing and distribution resources than we have. If we are unable to compete effectively in any of these areas, our ability to operate could be materially and adversely affected.

Because we have limited capital, inherent manufacturing and mining risks pose a significant threat to us compared with our larger competitors.25 Table of ContentsBecause we have limited capital, inherent manufacturing and mining risks pose a significant threat to us compared with our larger competitors.

Because we have limited capital, we may be unable to withstand significant losses that can result from risks associated with manufacturing and mining activities, including environmental hazards, industrial accidents, flooding, earthquake, pandemics, interruptions due to weather conditions and other acts of nature that larger competitors could more easily withstand. Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

We are dependent on experts and subject to workforce factors that could affect operations.

Our business and mineral exploration and processing programs depend upon our ability to employ the services of geologists, engineers and other experts. In operating our business and in order to continue our operations, we compete with other mineral exploration and processing companies and businesses for the services of professionals. Our ability to maintain and expand our business and continue our development of the Kellyton Graphite Plant and the Coosa Graphite Deposit may be impaired if we are unable to continue to engage those parties currently providing services and expertise to us or identify and engage other qualified personnel to do so in their place.

We must attract, train and retain a workforce to meet future needs for the development of the Kellyton Graphite Plant and the Coosa Graphite Deposit. To retain key employees, we may face increased compensation costs, including potential new incentive stock grants and there can be no assurance that the incentive measures we implement will be successful in helping us retain our key personnel. Increased costs and reduced supply of labor may lead to operating challenges. Failure to hire and adequately train employees and retain key employees may adversely affect the Company’s ability to manage and operate its business.

Registration of shares issuable under the Company’s incentive plans may give rise to rescission rights in favor of award recipients.

We have adopted, and from time-to-time have amended, our equity incentive plans pursuant to which we grant equity incentive awards to our employees and directors, and intend to amend our current Omnibus Incentive Plan to increase shares available under that plan at the upcoming meeting of stockholders. Once a plan, or any increase in the shares available under a plan, is approved by our stockholders, the shares issuable under such plan must be registered on a registration statement filed with the SEC. To the extent that we issue awards under our equity incentive plans before

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such a registration statement is declared effective, employees and directors may have rescission rights with respect to such awards.

Our patent and other protective measures may not adequately protect our proprietary intellectual property, and we may be infringing on the rights of others.Our patent application and other protective measures may not adequately protect our proprietary intellectual property, and we may be infringing on the rights of others.

Our intellectual property, which is primarily related to our proprietary rights to an improved method for the purification of graphite concentrate, is important to our business. We have obtained an issued patent and have one patent application pending in the U.S., and we generally enter into confidentiality and invention agreements with our employees and consultants. While the Company has received its first U.S. Patent related to its graphite purification method, we can make no assurances that other patent applications will result in an issued patent and our failure to secure rights under the patent application may limit our ability to protect some intellectual property rights of our proposed graphite production business. In addition, such patent protection and agreements and various other measures we take to protect our intellectual property from use by others may not be effective for various reasons generally applicable to patents and their granting and enforcement. In addition, the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may be expensive. Our inability to protect our proprietary intellectual property rights or gain a competitive advantage from such rights could harm our ability to generate revenue and, as a result, our business and operations.

We could also become subject to litigation claiming that our intellectual property or proprietary information infringes the rights of a third party. In that event, we could incur substantial defense costs and, if such litigation is successful, we could be required to pay the claimant damages and royalties for our past and future use of such intellectual property or proprietary information, or we could be prohibited from using it in the future, which could prevent us from pursuing our graphite production business, or we could be required to modify our process and facilities. In that event, we could incur substantial defense costs and, if such litigation is successful, 26 Table of Contentswe could be required to pay the claimant damages and royalties for our past and future use of such intellectual property or proprietary information, or we could be prohibited from using it in the future, which could prevent us from pursuing our graphite production business, or we could be required to modify our process and facilities. Our inability to use our intellectual property and proprietary information on a cost-effective basis in the future could have a material adverse effect on our revenue, cash flow and profitability.

Pandemics, epidemics or disease outbreaks, including the novel coronavirus (COVID-19 virus), may disrupt our business, supply chains and the business of our business partners, which could materially affect our operations, liquidity and results of operations.

We face various risks related to health epidemics, pandemics and similar outbreaks, including the global outbreak of coronavirus (“COVID-19”). The spread of COVID-19 led to disruption and volatility in the global capital markets, which increased the cost of capital and had an adverse impact on our access to capital. If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures or other restrictions in connection with any pandemic, our operations will likely be impacted. In addition, our costs may increase as a result of pandemics. These cost increases may not be fully recoverable or adequately covered by insurance. The extent to which any pandemic may impact our business, financial condition, liquidity, results of operations and prospects is uncertain and cannot be predicted with confidence.

Any reduction, elimination, or discriminatory application of government subsidies and economic incentives because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle or other reasons, may result in the diminished competitiveness of the alternative fuel and electric vehicle industry generally, and a resulting decrease in the demand for our graphite products by automotive manufacturers.

While certain tax credits and other incentives for alternative energy production, alternative fuel, and electric vehicles have been available in the past, there is no guarantee these programs will be available in the future. For example, the IRA provides a 10% tax credit for the costs of producing certain critical minerals, including graphite and vanadium. Further, the IRA sets a minimum domestic content threshold for the percentage of the value of applicable critical minerals contained in the battery of the electric vehicles. Moreover, if a vehicle battery’s critical minerals were extracted, processed or recycled by a “foreign entity of concern,” such as China, the tax credit would not apply.

This risk is particularly heightened under the current Presidential administration, because such tax credits and existing trade policy are subject to heightened political scrutiny and uncertainty. The current Presidential administration

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or changing legislative priorities could materially alter legislation and laws, governmental regulations and policies supporting electric vehicles and climate change programs resulting in a materially adverse effect on our business and growth strategy.

Any future changes to tax incentives that make it less likely for electric vehicles in which our CSPG products are an integrated component to qualify for such incentives could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

Additionally, federal, state and local laws may impose additional barriers to electric vehicle adoption, including additional costs. For example, many states have enacted or proposed laws imposing additional registration fees for certain hybrids and electric vehicles to support transportation infrastructure, such as highway repairs and improvements, which have traditionally been funded through federal and state gasoline taxes. Any of the foregoing could materially and adversely affect the growth of the alternative fuel automobile markets – which we intend to support through the supply of our graphite products for high-capacity batteries – and resultingly, our business, prospects, financial condition, results of operations, and cash flows.

Because of our focus on producing and supplying low-cost, high-quality, and high-margin battery-grade natural graphite products for battery manufacturers, our future growth will be partially dependent on the demand for, and upon consumer’s willingness to adopt electric vehicles.

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The electric vehicle market is rapidly evolving and there are several factors that may influence the adoption of electric vehicles including:

•perceptions about electric vehicle quality, safety, design, performance and cost, especially if negative events or accidents occur that are linked to the quality or safety of electric vehicles resulting in adverse publicity and harm to consumer perceptions of electric vehicles generally;

•perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology including electric vehicle systems;

•the quality and availability of electric vehicle charging stations;

•the costs and challenges of installing home charging equipment, including for multi-family, rental and densely populated urban housing;

•the higher initial upfront purchase price of electric vehicles, despite lower cost of ongoing operating and maintenance costs, compared to other vehicles; and

•the environmental consciousness of consumers, and their adoption of electric vehicles.

Reductions, expirations, modifications or other changes to tariffs, anti-dumping and countervailing duties, or other changes to existing trade regulations could decrease demand for our products.

In 2019, the Trump administration announced tariffs on goods imported from China. In February 2026, the U.S. Department of Commerce (“DOC”) issued an initial affirmative countervailing duty determination; however, in March 2026, the U.S. International Trade Commission (“USITC”) unexpectedly rescinded that determination. The total tariffs have been subject to frequent administration changes and are likely to continue to evolve. Changes to these trade measures, including reductions or changes to existing tariffs, anti-dumping and countervailing duties, or changes in U.S. or foreign

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trade remedies or export controls could materially alter relative pricing and competition for graphite and graphite-derived products and thereby result in a reduction of demand for our products.

Risks Related to Exploration and Mining Activities

Our Coosa property is in the exploration stage. There is no assurance that we can establish the existence of any Mineral Reserve on the property in commercially exploitable quantities. Until we can do so, we cannot earn any revenue from the property, and if we do not do so, and are unable to enter into a joint venture or sell the property, we will lose all of the funds that we expend on exploration. If we do not discover any Mineral Reserves in a commercially exploitable quantity, our business could be adversely impacted.

We have established Mineral Resources at the Coosa Graphite Deposit but have not established any Mineral Reserves according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so. A Mineral Reserve is defined by the SEC in S-K 1300 as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. There is no guarantee that a deposit will also be a "reserve" that meets the requirements of S-K 1300. If Mineral Reserves on our property are established in the future, there can be no assurance that the property can be developed into a producing mine to extract those minerals. Both mineral exploration and development involve a high degree of risk.

Exploration and development of graphite and vanadium properties are risky and subject to great uncertainties.

The exploration for and development of graphite and vanadium deposits involve significant risks. It is impossible to ensure that the current and future exploration programs on our existing properties will establish reserves. Whether an ore body will be commercially viable depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; graphite and vanadium prices, which cannot be predicted and which have been highly volatile in the past; mining, processing and transportation costs; perceived levels of political risk and the willingness of lenders and investors to provide project financing; availability of labor, labor costs and possible labor strikes; availability of drilling rigs; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations. Most exploration projects do not result in the discovery of commercially mineable deposits of minerals and there can be no assurance that any of our exploration stage properties will be commercially mineable or can be brought into production.

The extent of the Company’s vanadium mineral reserves at the Coosa Graphite Deposit is unknown and may not be in sufficient quantities to make its extraction and processing economically feasible.

The Company discovered vanadium at the Coosa Graphite Deposit and is executing an exploration plan to further investigate the size and extent of resources.The Company discovered vanadium concentrations at the Coosa Graphite Deposit and is executing an exploration plan to further investigate the size and extent of those concentrations. While there can be no assurance that the extent of those concentrations will end up being economically feasible, even if the Company finds vanadium in sufficient quantities to warrant recovery, it ultimately may not be recoverable. Finally, even if any vanadium is recoverable, the Company does not know whether recovery can be done at a profit. Our vanadium activities are highly prospective, face a high risk of failure and may not result in any benefit to the Company.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration ventures and the high rate of failure of such ventures. The likelihood of success of the Company’s vanadium exploration activities must be considered in light of the potential problems, expenses, difficulties, complications and delays encountered in connection with the exploration of new mineral properties. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. The expenditures to be made by the Company in the exploration of its new vanadium claims may not result in the discovery of new vanadium deposits. Problems such as unusual or unexpected formations and other conditions are encountered in new mineral exploration and often result in unsuccessful exploration efforts. If the results of the Company’s new exploration ventures do not reveal viable commercial mineralization, it may decide to abandon its claims. If this happens, the Company will not benefit from any of the expenditures it will incur in pursuing the claims.

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The Company does not have and may not be able to obtain surface or access rights to all or a portion of the Coosa Graphite Deposit.

Although the Company has rights to the minerals in the ground at the Coosa Graphite Deposit, the Company does not have rights to, or ownership of, the ground surface of the areas covered by its mineral rights. While applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, the enforcement of such rights through the courts can be costly and time consuming. It may be necessary for the Company to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the right at law to access the surface and carry-on mining activities, the Company will be able to negotiate satisfactory agreements with any existing or future landowners/occupiers for such access or purchase such surface rights, and therefore we may be unable to carry out planned exploration or mining activities at the Coosa Graphite Deposit. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction, the outcomes of which cannot be predicted with any certainty. The inability of the Company to secure surface access or purchase required surface rights could materially and adversely affect the timing, cost or overall ability of the Company to develop any mineral deposits it may locate at the Coosa Graphite Deposit.

Because mineral exploration and development activities are inherently risky, we may be exposed to environmental liabilities and other dangers. If we are unable to maintain adequate insurance, or liabilities exceed the limits of our insurance policies, we may be unable to continue operations.

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are some of the risks involved in extraction operations and the conduct of exploration programs. Previous mining operations may have caused environmental damage at certain of our properties. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective.

Although we carry property and liability insurance with respect to our mineral development and exploration operations, we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards against which we cannot insure or against which we may elect not to insure because of cost or other business reasons. In addition, the insurance industry is undergoing change and premiums are increasing. Material uninsured environmental or similar liabilities could cause us to be forced to cease operations.

Title to the Coosa Graphite Deposit may be subject to defects in title or other claims, which could affect our property rights and claims.

There are risks that title to the Coosa Graphite Deposit may be challenged or impugned. There may be valid challenges to the title of the Coosa Graphite Deposit which, if successful, could impair development or operations. This is particularly the case because we hold our interest solely through leases, as such interest is substantially based on contract as opposed to a direct interest in the property.

The lease agreements pursuant to which the Company has interests in the Coosa Graphite Deposit provide that the Company must make a series of cash payments over certain time periods. Failure by the Company to make such payments in a timely fashion may result in the Company losing its interest in the Coosa Graphite Deposit. There can be no assurance that the Company will have, or be able to obtain, the necessary financial resources to be able to maintain the lease agreements in good standing, or to be able to comply with all of its obligations thereunder, which could result in the Company forfeiting its interest in the Coosa Graphite Deposit.

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Risks Related to Ownership of Our Common Stock

Our stock price has been and may continue to be volatile and may fluctuate significantly, which may adversely impact investor confidence and results and increase the likelihood of securities class action litigation.

Our Common Stock price has experienced substantial volatility in the past and may remain volatile in the future.Our common stock price has experienced substantial volatility in the past and may remain volatile in the future. During 2025, the sale price of our Common Stock ranged from a high of $3.48 per share to a low of $0.46 per share. During 2024, the sale price of our common stock ranged from a high of $0.86 per share to a low of $0.41 per share. Volatility in our stock price can be driven by many factors including, but not limited to, general market conditions, market conditions in the energy materials industry, announcements that we may make regarding our business plans or strategy, including announcements concerning our anticipated battery-graphite business, the substantial increase in the sale and issuance of shares of our Common Stock to finance our operations and the accuracy of expectations and predictions of financial analysts and the market as they pertain to our future business prospects. In addition, the price of our Common Stock may increase or decrease substantially for reasons unrelated to our operating performance or prospects. In addition, the price of our common stock may increase or decrease substantially for reasons unrelated to our operating performance or prospects. If our Common Stock continues to experience substantial price volatility, any shares investors purchase may rapidly lose some or substantially all of their value. If our common stock continues to experience substantial price volatility, any shares investors purchase may rapidly lose some or substantially all of their value.

Shareholders of a public company sometimes bring securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay damages, which could have a material adverse effect on our results of operations and financial condition.

Furthermore, our ability to raise funds through the issuance of equity or otherwise use our Common Stock as consideration is impacted by the price of our Common Stock.Furthermore, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration is impacted by the price of our common stock. A low stock price may adversely impact our ability to fund our operating and growth plans, including Phase I of the Kellyton Graphite Plant, which would harm our business and prospects.

The Company has no history of paying dividends on its Common Stock, and we do not anticipate paying dividends in the foreseeable future.The Company has no history of paying dividends on its common stock, and we do not anticipate paying dividends in the foreseeable future.

The Company has not previously paid dividends on its Common Stock. We currently anticipate that we will retain all of our available cash, if any, for use as working capital and for other general corporate purposes. Any payment of future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applicable to the payment of dividends and other considerations that our Board of Directors deems relevant. Investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.

Terms of subsequent financings may adversely impact holders of our securities.

In order to finance our future production plans and working capital needs, we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, holders of our securities’ rights and the value of their investment in our common stock could be reduced. A financing could involve one or more types of securities including common stock, convertible debt or warrants to acquire common stock. These securities could be issued at or below the then prevailing market price for our Common Stock. We currently have no authorized preferred stock. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be senior to the rights of holders of our other securities until the debt is paid. Interest on these debt securities would increase financing and interest costs and could negatively impact our operating results. If the issuance of new securities results in diminished rights to holders of our Common Stock, the market price of our Common Stock could be negatively impacted. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted.

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Shareholders would be diluted if we use common stock to raise capital, and the perception that such sales may occur could cause the price of our Common Stock to fall.

We plan to seek additional capital to carry out our business plan. This financing could involve one or more types of securities including common stock, convertible debt or warrants to acquire common stock. These securities could be issued at or below the then prevailing market price for our Common Stock. Any issuance of additional shares of our Common Stock could be dilutive to existing holders of our securities and could adversely affect the market price of our Common Stock. Any issuance of additional shares of our common stock could be dilutive to existing holders of our securities and could adversely affect the market price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.ITEM 1B. CYBERSECURITY

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GOVERNANCE

The Company’s Board of Directors is responsible for the oversight of risks related to cybersecurity threats. Management communicates with the Board of Directors on a regular basis regarding cybersecurity efforts through risk reporting and the development and testing of procedures and exercises for responding to both internal and external cyber threats.

The Company’s Information Technology department, which is headed by the Company’s Information Technology Administrator, who maintains a current CompTIA Security+ Continuing Education (CE) Certification and has over 20 years of experience in information security. The Information Technology department is responsible for the Company’s information technology program, including addressing cybersecurity risks, and utilizes specialized vendors to enhance the program. The Information Technology department assesses the effectiveness of its cybersecurity efforts through ongoing monitoring.

There are no risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that the Company believes have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.

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