WWR Westwater Resources Inc

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
WESTWATER RESOURCES, INC.
TO BE HELD ON MARCH [    ], 2018

To the stockholders of Westwater Resources, Inc. ("WWR" or "Westwater"):

        We will hold a special meeting of the stockholders (the "Special Meeting") on March [            ], 2018 at 9:00 a.m., local time, at our headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112, to consider and vote upon the following matters:

•

Proposal 1—a proposal to approve, as required by Rule 5635 of the Nasdaq Manual, the issuance of 14,133,593 shares of WWR common stock in connection with the arrangement (the "Arrangement") contemplated by the Arrangement Agreement, dated as of December 13, 2017 (the "Arrangement Agreement") and the Plan of Arrangement attached thereto, by and among WWR, Alabama Graphite Corp. ("Alabama Graphite") and 1143738 B.C. LTD., a wholly-owned subsidiary of WWR. If approved, up to 14,133,593 shares of WWR common stock will be approved for issuance in exchange for outstanding Alabama Graphite common shares, options and warrants (the "WWR Stock Issuance");



•

Proposal 2—a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are not sufficient votes at the time of the Special Meeting to approve the foregoing proposal;



•

and to transact such other business as may properly come before the Special Meeting or any adjournment or postponement of the Special Meeting.

The WWR Board unanimously recommends that you vote "FOR" the proposals listed above.

        The Board of Directors of WWR (the "WWR Board") has fixed the close of business on [            ], 2018 as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting or at any adjournment or postponement thereof. The proxy statement is dated [            ], 2018 and, together with the enclosed form of proxy card, is first being mailed to WWR stockholders on or about [            ], 2018.

        Stockholders are cordially invited to attend the meeting in person. Whether or not you plan to be present at the meeting, you are requested to sign and return the enclosed proxy in the enclosed envelope, or vote all of your shares over the telephone or over the Internet, so that your shares may be voted in accordance with your wishes and in order that the presence of a quorum may be assured. The giving of such proxy will not affect your right to vote in person, should you later decide to attend the meeting. Please date and sign the enclosed proxy and return it promptly in the enclosed envelope, or vote over the telephone or Internet. Your vote is important.

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VOTING BY TELEPHONE, INTERNET OR MAIL

Stockholders of record may submit their proxies by:

        Via the Internet.     You may vote via the Internet by following the instructions on the proxy card. You will be asked to provide the company number and control number from the enclosed proxy card.

        By Telephone.     You may vote by proxy by calling the toll-free number found on the proxy card.

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

        In Person.     Attend the Special Meeting and vote in person.

If you are a beneficial owner of shares held in "street name" (that is, if you hold your shares through a broker, bank or other holder of record), you can vote in one of four ways:

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

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

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

        In Person.     You must obtain a legal proxy from the organization that holds your shares if you wish to attend the Special Meeting and vote in person.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

         The following are answers to certain questions that you may have regarding the Special Meeting. WWR urges you to read carefully the remainder of this proxy statement because the information in this section may not provide all of the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement.

Q:    Why am I receiving this document?

A:

WWR is delivering this document to WWR stockholders to solicit proxies from WWR stockholders to approve the WWR Stock Issuance.

Q:    What will happen in the Arrangement?

A:

The Arrangement will combine the businesses of WWR and Alabama Graphite. WWR's wholly-owned British Columbia corporation, 1143738 B.C. LTD, will merge with Alabama Graphite to form one corporate entity with the same effect as if they had amalgamated under Division 3 of the British Columbia Business Corporations Act, except that the legal existence of Alabama Graphite will not cease and Alabama Graphite will survive the merger. The amalgamated company will become a wholly-owned subsidiary of WWR.

In connection with the closing of the Arrangement, WWR will issue to Alabama Graphite shareholders in exchange for each Alabama Graphite common share, WWR common stock that in the aggregate will equal 14,133,593 shares of WWR common stock.

After the closing of the Arrangement, the current stockholders of WWR and the current shareholders of Alabama Graphite who receive shares of WWR common stock in the Arrangement will be the stockholders of WWR.

Q:    Why did WWR decide to enter into the Arrangement Agreement with Alabama Graphite?

A:

WWR believes that the Arrangement will provide strategic and financial benefits, including:

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Increase in WWR's ability to participate in the value chain of critical minerals for the high growth battery market with:

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the Coosa Graphite Project (a near term, high value planned producer of battery minerals in Alabama that can serve fast growing markets for electrical power storage);

•

WWR's existing lithium exploration projects in Nevada and Utah;

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Operational efficiencies; and

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Improved access to capital.

Q:    When and where is the Special Meeting?

A:

The WWR Special Meeting will take place on March [      ], 2018 at 9:00 a.m., local time, at our headquarters, located at 6950 South Potomac Street, Suite 300, Centennial, Colorado 80112.

        Additional information relating to the Special Meeting is set forth beginning on page [      ].

Q:    Are there any risks in the Arrangement that I should consider?

A:

Yes. There are risks associated with all business combinations, including the Arrangement. Certain of these risks and other risks are described in more detail under "Risk Factors" beginning on page [      ].

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

A:

Holders of WWR common stock are being asked to:

•

Approve the WWR Stock Issuance;

•

Approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the WWR Stock Issuance; and

•

Act upon other business that may properly come before the Special Meeting or any adjournment or postponement of the Special Meeting.

WWR's common stock is listed on the Nasdaq Capital Market. Under Rule 5635(a) of the Nasdaq Manual, a company listed on the Nasdaq Capital Market is required to obtain stockholder approval prior to the issuance of common stock in connection with the acquisition of the stock or assets of another company if 20% or more of the common stock or voting power of the issuer outstanding before such issuance would be issued in connection with such acquisition.

As of the record date, there were [      ] shares of WWR common stock outstanding. In connection with the Arrangement and pursuant to the WWR Stock Issuance, WWR will issue a total of 14,133,593 shares of its common stock representing approximately [      ]% of the common stock of WWR outstanding as of the record date.

Q:    Am I being asked to vote to approve the Arrangement?

A:

No. However, you are being asked to approve the issuance of WWR common stock, including WWR common stock underlying replacement options and warrants, to Alabama Graphite shareholders as consideration for the Arrangement. This issuance is a condition to the closing of the Arrangement. Therefore, approval of the WWR Stock Issuance is required for WWR to complete the Arrangement.

Q:    What is required to complete the Arrangement?

A:

In order to complete the Arrangement, WWR stockholders must approve Proposal 1, authorizing the WWR Stock Issuance. The Arrangement must also be approved by the Supreme Court of British Columbia. In addition, all other conditions to the Arrangement set forth in the Arrangement Agreement must be satisfied or waived. For a more complete discussion of the conditions to closing, see the section entitled " The Arrangement Agreement—Conditions to the Arrangement Becoming Effective " on page [      ] of this proxy statement.

        Alabama Graphite will hold a separate meeting of its securityholders to obtain the required approval of the Arrangement.

Q:    Will WWR stockholders receive any shares as a result of the Arrangement?

A:

No. WWR stockholders will continue to hold the WWR shares they currently own. However, as a result of the WWR Stock Issuance, each outstanding share of WWR common stock immediately prior to the Arrangement and the WWR Stock Issuance will represent a smaller percentage of the aggregate number of shares of WWR common stock outstanding after the Arrangement and each WWR stockholder before the Arrangement and the WWR Stock Issuance will hold a smaller percentage of WWR after the Arrangement. However, the combined value of both companies (WWR and Alabama Graphite) will likely be greater after the closing of the Arrangement than the value of WWR prior to the closing of the Arrangement.

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Q:    When do you expect to complete the Arrangement?

A:

The Arrangement will be completed when all the conditions in the Arrangement Agreement are satisfied (or, where permitted, waived). Such conditions are described further in "The Arrangement Agreement—Conditions to the Arrangement Becoming Effective" beginning on page [      ]. Assuming the requisite stockholder approvals of both companies are received, the approval of the Supreme Court of British Columbia is received, and all other conditions are satisfied or waived, WWR and Alabama Graphite expect to complete the Arrangement before the end of the first quarter of 2018, although completion of the Arrangement cannot be assured by any particular date or at all.

Q:    Am I entitled to appraisal or dissenters' rights?

A:

No. WWR stockholders do not have appraisal or dissenters' rights under Delaware law in connection with the Arrangement or the WWR Stock Issuance.

Q:    Is the Arrangement expected to be taxable to stockholders?

A:

WWR's existing stockholders will simply retain their shares of WWR common stock in the Arrangement, and accordingly there will be no material U.S. federal income tax consequences to WWR's existing stockholders resulting from the issuance of WWR shares in the Arrangement.

Q:    What will the Alabama Graphite's stockholders be asked to vote upon?

A:

Alabama Graphite's stockholders will not be asked to vote on any of the proposals to be considered and voted upon at the WWR Special Meeting. Rather, Alabama Graphite will hold a separate meeting of its stockholders, in accordance with the applicable laws of the province of British Columbia.

Q:    Who is eligible to vote at the Special Meeting?

A:

Only WWR stockholders' proxies are being solicited. We are not soliciting any proxies or votes from Alabama Graphite securityholders through this proxy statement. If you are an Alabama Graphite securityholder and are not a WWR stockholder as of the record date, and you have received or gained access to this proxy statement, you should disregard it completely and should not treat it as any solicitation of your proxy, vote or support on any matter. If you are both a WWR stockholder as of the record date and an Alabama Graphite securityholder, you should treat this proxy statement as soliciting only your proxy with respect to the shares of WWR common stock held by you and should not treat it as an offer or invitation to subscribe or purchase shares of WWR common stock or as a solicitation of your proxy, vote or support on any matter with respect to your Alabama Graphite shares.

Holders of WWR common stock as of the close of business on [      ], 2018, the record date for the Special Meeting, are eligible to vote. As of the close of business on the record date, there were [      ] shares of WWR common stock outstanding and entitled to vote at the Special Meeting.

Q:    How many votes do WWR's stockholders have?

A:

Holders of WWR's common stock are entitled to cast one vote on each proposal properly brought before the Special Meeting for each share of WWR common stock that such holder owned at the close of business on the record date.

As of the record date, directors and executive officers of WWR as a group beneficially owned and were entitled to vote approximately [            ] shares of WWR common stock, representing approximately [            ]% of the shares of WWR common stock issued and outstanding. All of the directors and executive officers of WWR who are entitled to vote at the Special Meeting have

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advised WWR that they intend to vote their shares of WWR common stock in favor of each of the proposals, although such persons have not entered into agreements obligating them to do so.

Q:    What vote is required to approve the WWR Stock Issuance and related matters?

A:

For WWR, assuming a quorum is present:

•

The affirmative vote of a majority of the votes cast by the holders of WWR common stock is required to approve the WWR Stock Issuance. Abstentions and broker non-votes will not be treated as votes cast and thus will have no effect on the outcome of this proposal. If the WWR Stock Issuance is not approved, WWR will not be able to effect the Arrangement under the terms set forth in the Arrangement Agreement.

•

Any adjournment of the Special Meeting requires the affirmative vote of a majority of the votes cast by the holders of WWR common stock, whether or not a quorum exists. Abstentions and broker non-votes will not be treated as votes cast and thus will have no effect on the outcome of this proposal.

Additional information on the vote required to approve the WWR Stock Issuance and related matters is located on page [      ].

Q:    Why is my vote important? What happens if I don't vote?

A:

In order to complete the Arrangement, WWR stockholders must approve the WWR Stock Issuance. If you abstain from voting, fail to vote (either in person or by proxy), or fail to provide your broker, bank or other nominee with instructions on how to vote your shares in connection with the WWR Stock Issuance, your shares will not be treated as votes cast on the WWR Stock Issuance and thus will have no effect on the outcome of the vote.

If you are the beneficial owner of shares held in "street name" (that is, if you hold your shares through a broker, bank or other holder of record), the broker, bank or other holder of record who holds your shares of WWR common stock will have authority to vote on "routine" proposals. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to non-routine matters, such as the WWR Stock Issuance and the adjournment proposal. As a result, absent specific instructions from the beneficial owner of such shares, brokers, banks or other holders of record are not empowered to vote such shares on non-routine matters, which we refer to as a "broker non-vote." The effect of not instructing your broker, bank or other holder of record regarding how you wish your shares to be voted will NOT be counted as " FOR " or " AGAINST " and will NOT have an effect on the proposals before the Special Meeting.

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

Q:    How does the WWR Board recommend that I vote?

A:

The WWR Board unanimously recommends that you vote "FOR" the WWR Stock Issuance and, if necessary or appropriate, "FOR" the adjournment of the Special Meeting to solicit additional proxies.

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Q:    Do any executive officers or directors of WWR have interests in the Arrangement or the issuance of WWR common stock to Alabama Graphite shareholders that may be different from, or in addition to, those of other stockholders?

A:

None of WWR's directors or executive officers has any substantial financial interest, direct or indirect, in the Arrangement or the issuance of WWR common stock to Alabama Graphite shareholders, other than being a director or executive officer and a stockholder of WWR.

Q:    What agreements has WWR entered into in connection with the Arrangement?

A:

In addition to the Arrangement Agreement, WWR and Alabama Graphite entered into a Loan Agreement, dated December 13, 2017 (the "Loan Agreement"), pursuant to which WWR is providing a secured convertible non-revolving line of credit to Alabama Graphite and Alabama Graphite Company, Inc. a subsidiary of Alabama Graphite (the "Alabama Graphite Sub" and collectively, the "Borrower"), under which the Borrower may draw up to US$2.0 million. WWR advanced approximately US$0.7 million to the Borrower following the closing of the Loan Agreement and as of the date of the proxy statement has advanced in aggregate approximately US$1.0 million to the Borrower. A copy of the Loan Agreement is attached to this proxy statement as Annex B .

WWR has also entered into voting agreements with Alabama Graphite's executive officers and directors and certain related shareholders, each dated as of December 13, 2017. Such persons have agreed to vote all of their respective Alabama Graphite shares in favor of the Arrangement at Alabama Graphite's separate securityholder meeting.

Q:    What do I need to do now?

A:

After carefully reading and considering the information contained in this proxy statement, please vote promptly by calling the toll-free number listed on your proxy card, accessing the Internet website listed on your proxy card or by completing, signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your stock in "street name" through a bank or broker, you must direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy by telephone, Internet or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Special Meeting. For information on how to vote your shares in person at the Special Meeting, see "Can I attend the Special Meeting and vote my shares in person?" below.

Q:    How will my proxy be voted?

A:

If you vote by telephone, over the Internet, or by completing, signing, dating and returning your signed proxy card, your proxy will be voted in accordance with your instructions. The proxy confers discretionary authority to the named proxies. Accordingly, if you complete, sign, date and return your proxy card and do not indicate how you want to vote, your shares will be voted " FOR " the approval of the WWR Stock Issuance, and, if necessary or appropriate, " FOR " the adjournment of the Special Meeting to solicit additional proxies.

Q:    If my broker holds my shares in "street name," will my broker automatically vote my shares for me?

A:

No. If you do not provide your broker with instructions on how to vote your "street name" shares, your broker will not be permitted to vote them on your behalf. You should therefore be sure to provide your broker with instructions on how to vote your shares, following the directions your

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broker provides to you. Please check the voting form used by your broker to see if the broker offers telephone or Internet voting.

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

Q:    Can I attend the Special Meeting and vote my shares in person?

A:

Yes. All holders of WWR common stock, including stockholders of record and stockholders who hold their shares through banks, brokers, custodians or any other record holder, are invited to attend the WWR Special Meeting. Holders of record of WWR common stock as of the record date can vote in person at the WWR Special Meeting. If you are not a stockholder of record, you must obtain a valid proxy, executed in your favor, from the record holder of your shares, such as a bank, broker, custodian or other record holder, to be able to vote in person at the WWR Special Meeting.

If you plan to attend the WWR Special Meeting, you must hold your shares in your own name, have a letter or recent brokerage statement from the record holder of your shares confirming your ownership or have a valid proxy authorizing you to vote shares at the meeting, and you must bring a form of personal photo identification with you in order to be admitted. WWR reserves the right to refuse admittance to anyone without proper proof of share ownership, proper authorization to vote shares, or proper photo identification.

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

A:

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

Q:    What constitutes a quorum for the Special Meeting?

A:

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

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

A:

Regardless of the method you used to cast your vote, if you are a holder of record, you may change your vote by completing, signing, dating and returning a new proxy card with a later date, by calling the toll-free number, if any, listed in your proxy materials or by accessing the Internet website, if any, listed in your proxy materials, in either case by 1:00 a.m. Central Daylight Time on the day of the Special Meeting or by attending te Special Meeting and voting by ballot at the Special Meeting. You may also revoke your proxy card by sending a notice of revocation, which must be received prior to the Special Meeting, to Westwater Resources, Inc., Attention: Secretary, 6950 S. Potomac Street, Suite 300, Centennial, Colorado 80112.

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If you hold your shares in "street name," and wish to change or revoke your vote, please refer to the information on the voting instruction form included with these materials and forwarded to you by your bank, broker, custodian or other record holder to see your voting options.

Q:    Whom should I call if I have questions about the Special Meeting or the Arrangement?

A:

You should call Regan & Associates, WWR's proxy solicitor, at (212) 587-3005 or WWR's corporate secretary, at (303) 531-0516.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contain or may contain forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terms such as "may," "will," "should," "can," "expect," "believe," "anticipate," "intend," "plan," "estimate," "potential", "project," "assume," "guide," "target," "forecast," "is confident that" and "seek" or the negative of such terms or other variations on such terms or comparable terminology.

        Such forward-looking statements include, but are not limited to, statements about (i) the timing and completion of the proposed Arrangement between WWR and Alabama Graphite, (ii) expectations as a result of the proposed Arrangement, (iii) the ability to optimize technical and operational components of a future combined business, (iv) the timing, occurrence and rates of production at the properties, including statements regarding future growth and life of the mines, (v) the cost of uranium or graphite or lithium production at the properties, (vi) capital resources, capitalization and ownership, including relationships with major stockholders, (vii) the occurrence, extent and results of any future exploration program, including drilling, (viii) mineral resources and exploration results, which includes inferred resources, (ix) future improvements in the demand for and price of uranium, lithium or graphite and growth in nuclear generating capacity or battery demand, (x) adequacy of funding and access to capital markets, (xi) plans for capital management, revenue, cash generation and profits, (xii) the occurrence and results of any potential production from the combined companies' properties and acceptance by the market of such products, (xiii), and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the respective managements of WWR and Alabama Graphite and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially.

        You should not place undue reliance on these forward-looking statements. Neither WWR nor Alabama Graphite undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this proxy statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled " Risk Factors " beginning on page [            ] of this proxy statement, as well as the following:

•

the inability to complete the Arrangement on time or at all due to the failure to obtain stockholder approval or governmental or regulatory clearances or the failure to satisfy other conditions to the completion of the Arrangement or the failure of the Arrangement to be completed for any other reason;



•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement;



•

any disruption from the Arrangement making it difficult to maintain business and operations;



•

the incurrence of unexpected transaction and combination-related costs in connection with the Arrangement;



•

the impact of potentially immediate sales of WWR common stock received in the Arrangement by Alabama Graphite holders;



•

the future financial performance, anticipated liquidity and capital expenditures of WWR and Alabama Graphite;



•

the ability to raise additional capital in the future;

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success in retaining or recruiting, or changes required in, WWR's and Alabama Graphite's officers, key employees or directors following the Arrangement;



•

the risk that the businesses will not be coordinated successfully, or that the coordination will be more costly or more time consuming and complex than anticipated;



•

the risk that Alabama Graphite's mineral rights properties may be subject to other claims that could affect its property rights



•

effectiveness of WWR and AGC's systems of internal controls;



•

adverse developments in general market, business, economic, labor, regulatory and political conditions, including worldwide demand for uranium, lithium or graphite and the spot price and long-term contract price of uranium, lithium or graphite;



•

the impact of competitive risks in the graphite business from other mining companies;



•

adverse or inaccurate findings in a future feasibility study of Alabama Graphite's mineral rights properties and the risk that mineral deposits contained in Alabama Graphite's mineral rights properties will not be commercially viable;



•

the impact of Canadian disclosure requirements differing from SEC requirements;



•

market reaction to negative publicity of lithium ion batteries;



•

operating conditions at the projects, including without limitation, weather conditions;



•

government regulation of the mining industry and the uranium, lithium or graphite industries;



•

the impact of any cyber-breaches, acts of war or terrorism or natural disasters;



•

the impact of any unanticipated geological, processing, environmental, regulatory and legal or other restrictions which may be encountered;



•

other factors which are more fully described in the WWR's Annual Report on Form 10-K and as updated by subsequent Quarterly Reports on Form 10-Q, and other filings with the SEC; and



•

other factors which are more fully described in Alabama Graphite's public filing available on SEDAR at www.sedar.com.

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RISK FACTORS

         You should carefully consider the following risk factors and all of the other information contained in this proxy statement, including the matters addressed under the caption "Cautionary Statement Regarding Forward-Looking Statements" on page [            ] and the annexes hereto, before deciding how to vote your shares on the proposals presented. If any of the risks described below, or elsewhere in this proxy statement, actually occur, the business, financial results, financial condition, operating results or stock price of WWR or the combined company could be materially adversely affected.

Risks Relating to the Arrangement

         The benefits of integrating the companies may not be realized.

        To be successful after the Arrangement, WWR will need to combine and integrate the operations of WWR and Alabama Graphite into one company. Integration will require substantial management attention and could detract attention from the day-to-day business of the combined company. WWR could encounter difficulties in the integration process, such as the need to revisit assumptions about future production, revenues, capital expenditures and operating costs, including synergies, the loss of key employees or commercial relationships or the need to address unanticipated liabilities. If WWR cannot integrate the WWR and Alabama Graphite businesses successfully, it may fail to realize the expected benefits of the Arrangement.

         Failure to complete the Arrangement or delays in completing the Arrangement could negatively affect WWR's stock price and WWR's and Alabama Graphite's future businesses and operations.

        If the Arrangement is not completed for any reason, WWR and Alabama Graphite may be subject to a number of risks, including the following:

•

the separate companies will not realize the benefits expected from the Arrangement, including potential operational efficiencies and improved access to capital;



•

Alabama Graphite, due to its current liquidity position, may not be able to continue operations and, as a result, its creditors may foreclose on certain or all of its assets;



•

the current market price of WWR common stock may reflect a market assumption that the Arrangement will occur and a failure to complete the Arrangement could result in a negative perception by the stock market of WWR and a resulting decline in the market price of its common stock; and



•

there may be substantial disruption to WWR's business and distraction of its management and employees from day-to-day operations because matters related to the Arrangement (including integration planning) may require substantial commitments of time and resources, which could otherwise have been devoted to other opportunities that could have been beneficial to WWR.

        Delays in completing the Arrangement could exacerbate uncertainties concerning the effect of the Arrangement, which may have an adverse effect on the business following the Arrangement and could defer or detract from the realization of the benefits expected to result from the Arrangement.

         WWR stockholders will suffer immediate dilution to their equity and voting interests as a result of the WWR Stock Issuance.

        In connection with the Arrangement, WWR will issue up to approximately 14,133,593 shares of its common stock to Alabama Graphite shareholders. Immediately following the completion of the Arrangement, former Alabama Graphite shareholders will own collectively approximately 29.5% of the total number of shares the combined company's outstanding common stock and the existing stockholders of WWR will own approximately 70.5% of the outstanding common stock of the combined

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company; and on a fully diluted basis, former Alabama Graphite shareholders will own collectively approximately 33% of the total number of shares the combined company's outstanding common stock and the existing stockholders of WWR will own approximately 67% of the outstanding common stock of the combined company. Accordingly, the issuance of WWR common stock to Alabama Graphite shareholders will have the effect of reducing the percentage of equity and voting interest held by each of WWR's existing stockholders. Consequently, WWR stockholders as a group will have less influence over the management and policies of the combined company after the Arrangement than they currently exercise.

         If the Alabama Graphite holders immediately sell WWR common stock received in the Arrangement, they could depress WWR's stock price.

        If the Alabama Graphite holders who receive WWR common stock in the Arrangement, or other holders of WWR common stock, sell significant amounts of WWR common stock following the Arrangement, the market price of WWR common stock could decrease. These sales may also make it more difficult for WWR to sell equity securities or equity-related securities in the future at a time and at a price that WWR otherwise would deem appropriate.

         Alabama Graphite's public filings are subject to Canadian disclosure standards, which differ from SEC requirements.

        Alabama Graphite is a Canadian issuer that is required to prepare and file its periodic and other filings in accordance with British Columbia securities laws. As a result, certain of the information about Alabama Graphite that is contained in this proxy statement was prepared in conjunction with Alabama Graphite's financial statements that were prepared in accordance with IFRS and other British Columbia disclosure regulations, rather than the requirements that would apply in the U.S. Because Alabama Graphite disclosure requirements are different from SEC requirements, the information about Alabama Graphite contained in this proxy statement may not be comparable to similar information available about WWR or other U.S. issuers.

         The unaudited pro forma condensed consolidated financials are presented for illustrative purposes only and may not be indicative of the combined company's financial condition or results of operations following the Arrangement.

        The pro forma financial statements contained in this proxy statement are presented for illustrative purposes only and may not be an indication of the combined company's financial condition or results of operations following the Arrangement for several reasons. For example, the pro forma financial statements have been derived from the historical financial statements of WWR and Alabama Graphite, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Arrangement by which each entity would become a part of the combined company. The information upon which these adjustments and assumptions have been made is preliminary, and such adjustments and assumptions are difficult to make with complete accuracy.

        Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Arrangement. For example, the impact of any incremental costs incurred in integrating the companies is not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the combined company following the Arrangement may differ significantly from these pro forma financial statements.

        In addition, the assumptions used in preparing the pro forma financial statements may not prove to be accurate, and other factors may affect the combined company's financial condition or results of operations following the Arrangement. Any potential decline in the combined company's financial condition or results of operations may cause significant variations in the stock price of the combined

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company. See the section entitled " Unaudited Pro Forma Condensed Consolidated Financial Information " beginning on page [    ].

         WWR will incur significant transaction and combination-related costs in connection with the Arrangement.

        WWR and Alabama Graphite expect to incur significant costs associated with the Arrangement and combining the operations of the two companies. WWR's fees and expenses related to the Arrangement include financial advisor fees, filing fees, legal and accounting fees, regulatory fees and mailing costs, some of which will be paid regardless of whether the Arrangement is completed. Even though Alabama Graphite will be obligated to reimburse WWR US$1.5 million for such expenses in certain situations where the Arrangement Agreement is terminated, such reimbursement amount may not be sufficient to cover actual expenses incurred. Any unreimbursed fees and expenses will reduce WWR's cash on hand. Furthermore, following the completion of the Arrangement, the combined company will incur costs associated with combining the operations of the two companies. However, it is difficult to predict the amount of these costs before the combined company begins the integration process. The combined company may incur additional unanticipated costs as a consequence of difficulties arising from efforts to integrate the companies.

         If the Arrangement does not occur, WWR will still have a loan outstanding to Alabama Graphite, who will have limited ability to repay.

        In connection with the execution of the Arrangement Agreement, on December 13, 2017, WWR, Alabama Graphite and Alabama Graphite Sub (together, the "Borrower") entered into the Loan Agreement. Under the Loan Agreement, WWR has agreed to provide a secured convertible non-revolving line of credit to the Borrower of up to US$2.0 million to fund Alabama Graphite's working capital needs, including its transaction costs for the Arrangement. The loan is secured by a security interest in substantially all of the Borrower's real and personal property. The occurrence of either the termination of the Arrangement Agreement or a change of control of the Borrower constitutes an event of default under the Loan Agreement, whereupon WWR may accelerate the loan by delivering a notice to the Borrower, on which date the entire outstanding loan balance would then be immediately due and payable. If the Arrangement does not occur, it is uncertain whether the Borrower will be able to repay such outstanding balance under the Loan Agreement.

         The fairness opinion obtained by WWR from its financial advisors will not reflect changes in circumstances subsequent to the date of the fairness opinion.

        WWR obtained an opinion from its financial advisor regarding the fairness, from a financial point of view, of the share exchange ratio and the aggregate consideration payable to Alabama Graphite's stockholders provided for in the Arrangement pursuant to the Arrangement Agreement. See " The Arrangement—Opinion of Financial Advisor to the WWR Board " on page [    ] of this proxy statement. The fairness opinion is provided as Annex C to this proxy statement. Such opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of WWR, changes in WWR's stock price, changes in exchange rates, general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors on which the fairness opinion is based, may materially alter or affect the fairness of the Arrangement to the stockholders of WWR.

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         If WWR fails to implement an effective system of internal controls with respect to Alabama Graphite after the Arrangement, it may not be able to accurately report its financial results or prevent fraud and, as a result, its business could be harmed and current and potential stockholders could lose confidence in WWR, which could cause WWR's value to fall.

        Alabama Graphite does not currently maintain, and if WWR is not able to establish and maintain, effective internal controls with respect to Alabama Graphite in a timely manner following the Arrangement or with adequate compliance, it may not be able to accurately report the financial results of the combined company or prevent fraud and might be subject to sanctions or investigation by, among others, the Nasdaq Capital Market. Any such action could harm its business or investors' confidence in WWR, and could cause its stock price to fall.

         The effect of comprehensive U.S. tax reform legislation on WWR and its affiliates, whether adverse or favorable, is uncertain.

        On December 22, 2017, President Trump signed into law H.R. 1, "An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018" (informally titled the "Tax Cuts and Jobs Act"). Among a number of significant changes to the current U.S. federal income tax rules, the Tax Cuts and Jobs Act reduces the marginal U.S. corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, shifts the United States toward a more territorial tax system, and imposes new taxes to combat erosion of the U.S. federal income tax base. The effect of the Tax Cuts and Jobs Act on WWR and its affiliates, whether adverse or favorable, is uncertain, and may not become evident for some period of time. You are urged to consult your tax advisor regarding the implications of the Tax Cuts and Jobs Act.

Risks Relating to the Businesses of WWR, Alabama Graphite and the Combined Company

         The combined company will require significant capital to fund its future operations, which may not be available on terms acceptable to WWR or at all.

        The continued operations of the combined company will be dependent on its ability to obtain financing through debt and equity financing, or generating sufficient cash flows from future operations. There is a risk that the combined company may not be able to access capital from debt or equity markets (or via any other forms of available financing) for future projects or developments, which could have a material adverse impact on the combined company's business and financial condition. If, after the Arrangement is finalized, financing was undertaken through the issuance of new equity or equity-linked securities of the combined company other than on a pro rata basis, existing stockholders may experience additional dilution and the control of the combined company may change.

         The combined company will face significant competitive risks in the graphite business from other mining companies.

        In addition to WWR's existing uranium and lithium businesses, the graphite business to be acquired as a result of the Arrangement is highly competitive. The combined company will face competition from existing companies, which are capable of mining and producing graphite and graphite materials. Many of these companies are larger companies with greater financial resources than the combined company, which companies are more able to withstand price volatility, should the price of graphite significantly decrease.

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         Alabama Graphite's financial results and its exploration, development and mining activities may be adversely affected by declines in the price of graphite, and revenues for the combined company are subject to the volatility of graphite prices.

        The combined company's financial results and its exploration, development and mining activities may be adversely affected by declines in the price of graphite. The market price of graphite is volatile and is affected by numerous factors that are beyond WWR or Alabama Graphite's control. These include the sale or purchase of industrial minerals by various dealers, international supply and demand, the level of consumer product demand, international economic trends, currency exchange rate fluctuations, the level of interest rates, exchange rates, the rate of inflation or deflation, production and consumption patterns, speculative activities, increased production due to improved mining and production methods, government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, environmental protection, the degree to which a dominant producer uses its market strength to bring supply into equilibrium with demand, global or regional political and economic trends and international events as well as a range of other market forces. A reduction in the price of graphite may prevent Alabama Graphite's mineral rights properties from being economically mined or result in the write-off of assets whose value is impaired as a result of low graphite prices. The prices of industrial minerals have fluctuated widely in recent years, and future price declines could cause continued exploration and development of the Coosa Graphite Project to be impracticable. Further, reserve calculations and life-of-mine plans using significantly lower industrial mineral prices could result in material write-downs of Alabama Graphite's investment in the Coosa Graphite Project and increased amortization, reclamation and closure charges. In addition to adversely affecting reserve estimates and Alabama Graphite's financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. The price of graphite may also have a significant influence on the market price of WWR's common stock.

         Alabama Graphite has a limited operating history as a graphite exploration and mining company, and Alabama Graphite's business and prospects should be considered in light of the risks and difficulties typically encountered by a company with a limited operating history.

        Alabama Graphite has had no revenue-generating operations and Alabama Graphite's operating cash flow needs have been financed solely through offerings of Alabama Graphite's common shares or other securities. As a result, Alabama Graphite has limited historical financial and operating information relating to its ability to generate revenue in the future available to help evaluate Alabama Graphite's performance or independent value.

        All of Alabama Graphite's mineral rights properties are in the exploration stage and require additional capital in order to continue with the implementation of Alabama Graphite's business plan. There can be no assurance that Alabama Graphite will be able to obtain such additional capital. Until the commencement of operations, Alabama Graphite will not generate any operating revenues. Alabama Graphite expects to continue to incur operating deficits as Alabama Graphite implements its business plan.

        Alabama Graphite's estimates of capital, personnel, equipment, and facilities required for its proposed operations are based on certain other existing businesses operating under similar business conditions and plans. Alabama Graphite believes that its estimates are reasonable, but, until Alabama Graphite's operations have been established, it is not possible to determine the accuracy of such estimates. Alabama Graphite has not had any direct operating experience and therefore has no basis for its projections, other than the experience of other similar businesses from which limited financial

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histories are available. As a result, there is no assurance that Alabama Graphite will be able to generate profits from operations.

         Alabama Graphite is an exploration stage company and has virtually no history of producing graphite from its mineral rights properties. Any future revenues and profits are uncertain.

        Other than limited mining activity conducted for pre-commercial testing purposes, there can be no assurance that the Coosa Graphite Project and Alabama Graphite's mineral rights properties located in Coosa County and Chilton County, Alabama will be successfully placed into production, produce minerals in commercial quantities or qualities or otherwise generate operating earnings. Advancing properties from the exploration stage into development and commercial production requires significant capital and time and will be subject to further feasibility studies, permitting requirements and construction of the mine, processing plants, roads and related works and infrastructure. Alabama Graphite will continue to incur losses until such time, if ever, as its mining activities successfully reach commercial production levels and generate sufficient revenue to fund continuing operations. There is no certainty that Alabama Graphite will produce revenue from any source, operate profitably or provide a return on investment in the future. If Alabama Graphite is unable to generate revenues or profits, the combined company's shareholders might not be able to realize returns on their investment in shares of WWR common stock.

         The combined company cannot be assured that Alabama Graphite's Coosa Graphite Project is feasible or that a feasibility study will accurately forecast operating results.

        Alabama Graphite has not established proven or probable reserves through the completion of a "final" or "bankable" feasibility study for any of its projects, including the Coosa Graphite Project. We cannot be assured that Alabama Graphite's Coosa Graphite Project is feasible or that a feasibility study will accurately forecast operating results. Before contracting with battery manufacturers or those that supply them, WWR will likely have to complete a feasibility study. There can be no assurance that the results of the feasibility study will be positive or that such study will be completed when expected. If the Coosa Graphite Project feasibility study is favorable, there is no assurance that actual production rates, revenues, capital and operating costs at the Coosa Graphite Project will not vary unfavorably from the estimates and assumptions included in the feasibility study.

         There is no guarantee that the mineral deposit contained in the Coosa Graphite Project and Alabama Graphite's mineral rights properties in Chilton County, Alabama will be commercially viable.

        There is no guarantee that the mineral deposit contained in the Coosa Graphite Project and Alabama Graphite's mineral rights properties in Coosa County or Chilton County, Alabama will be commercially viable. The exploration and development of mineral projects is highly speculative in nature and involves a high degree of financial and other risks over a significant period of time, which even a combination of careful evaluation, experience and knowledge may not reduce or eliminate. The Coosa Graphite Project and Alabama Graphite's mineral rights properties in Chilton County, Alabama constitute Alabama Graphite's primary assets. However, there are no guarantees that there will ever be a profitable mining operation on the Coosa Graphite Project property or Alabama Graphite's properties in Coosa County or Chilton County, Alabama. The proposed multi-phase exploration and development program on the Coosa Graphite Project and Alabama Graphite's mineral rights properties in Coosa County or Chilton County, Alabama is subject to a significant degree of risk. Whether a mineral deposit will be commercially viable depends on a number of factors, including the particular attributes of the deposit (i.e. size, grade, access, flake size distribution, contaminants, and proximity to infrastructure), financing costs, the cyclical nature of commodity prices and government regulations (including those relating to prices, taxes, currency controls, royalties (both product and monetary), land tenure, land use, access to the surface property, importing and exporting of mineral products, and

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environmental protection). The effect of these factors or a combination thereof cannot be accurately predicted but could have an adverse impact on the combined company.

         Title to Alabama Graphite's mineral rights properties may be subject to other claims that could affect its property rights and claims. Certain of Alabama Graphite's current leases with options to purchase need to be renewed and we cannot guarantee that we will be successful in renewing those leases.

        There are risks that title to Alabama Graphite's mineral rights may be challenged or impugned. Alabama Graphite's current Coosa Graphite Project and its mineral rights in Coosa County or Chilton County, Alabama are all located in Alabama and may be subject to prior unrecorded agreements or transfers, and title may be affected by undetected defects. The combined companies have investigated Alabama Graphite's rights to explore and exploit the Coosa Graphite Project and Coosa County and Chilton County, Alabama mineral rights and, to the best of the combined company's knowledge, Alabama Graphite's rights in relation to the mineral rights covering the Coosa Graphite Project and Coosa County and Chilton County, Alabama resource are in good standing. However, there may be valid challenges to the title of Alabama Graphite's mineral rights that, if successful, could impair development and/or operations. Further, Alabama Graphite's current leases for its mineral rights properties give Alabama Graphite certain renewal options, with such terms not to exceed seventy (70) years. If we are unsuccessful in renewing these mineral rights leases, Alabama Graphite may incur increased costs and difficulties in developing the Coosa Graphite Project and Alabama Graphite's Coosa County and Chilton County, Alabama mineral rights properties that could affect the combined company's results of operations. In addition, Alabama Graphite may be required to obtain rights to access the surface property in order to excavate the mineral deposits. Alabama Graphite does not currently have any agreements in place to operate on the surface property above its mineral rights property. Obtaining such surface rights may be a significant expense and the cost for such access cannot be accurately predicted.

         WWR and Alabama Graphite's operations are subject to government regulations and licensing.

        The future operations of WWR and Alabama Graphite, including exploration and development activities and the commencement and continuation of commercial production, require licenses, permits or other approvals from various federal, state and local governmental authorities and such operations are or will be governed by laws and regulations relating to prospecting, development, mining, production, exports, taxes, labor standards, occupational health and safety, waste disposal, toxic substances, land use, water use, environmental protection, historic and cultural resources, endangered species, land claims of indigenous people and other matters. Alabama Graphite believes that the Coosa Graphite Project and its mineral rights properties in Coosa County and Chilton County, Alabama are in substantial compliance with all material laws and regulations that apply to its current activities. There can be no assurance, however, that WWR or Alabama Graphite will obtain on reasonable terms or at all the permits and approvals, and the renewals thereof, which it may require for the conduct of its future operations or that compliance with applicable laws, regulations, permits and approvals will not have an adverse effect on plans to explore and develop the Coosa Graphite Project and WWR's mineral rights properties in Coosa County and Chilton County, Alabama. Current and possible future environmental and mineral tax legislation, regulations and actions could prohibit Alabama Graphite's planned exploration and operations or cause additional expense, capital expenditures, restrictions and delay on Alabama Graphite's planned exploration and operations, the extent of which cannot be predicted. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

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         Negative publicity of lithium ion batteries may negatively impact the industries or markets WWR and Alabama Graphite operate in.

        The combined company is unable to predict the impact, security or duration of negative publicity related to fire / mishandling of lithium ion batteries or the environmental impact of their disposal, and how it may impact the industries or markets the combined company of WWR and Alabama Graphite intend to serve. Ongoing negative attention being given to lithium ion batteries that are used in certain cellular phones or are integrated into the power systems of new commercial aircraft and electric motor vehicles may have an impact on the lithium battery industry as a whole, regardless of the design or use of those batteries. The residual effects of such events could have an adverse effect on the combined company's business, financial condition, and results of operations, since the combined company's core business is based on the production of secondary processed materials used in the manufacture of lithium ion batteries.

         Hiring or retaining qualified people or obtaining all necessary services for Alabama Graphite's operations may be difficult.

        Hiring or retaining qualified people or obtaining all necessary services for Alabama Graphite's operations may be difficult. It may be difficult to hire qualified people, or to retain service providers, with the requisite expertise who are situated in or willing to work in the relevant local jurisdiction at reasonable rates. If qualified people and services cannot be obtained in the relevant local jurisdiction, WWR and/or Alabama Graphite may need to obtain these services from people located outside such jurisdiction, which could result in delays and higher costs to the combined company to conduct its operations.

         WWR's and Alabama Graphite's operations are each subject to environmental risks.

        WWR and Alabama Graphite are required to comply with environmental protection laws and regulations and permitting requirements, and WWR and Alabama Graphite each anticipate that they will be required to continue to do so in the future. WWR has expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and WWR anticipates that it will be required to continue to do so in the future.

        A breach of environmental regulations may result in the imposition of civil and/or criminal fines and penalties on the combined company. In addition, certain types of permitting potentially applicable to mining operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the viability or profitability of operations of Alabama Graphite. Environmental studies of Alabama Graphite's Coosa Graphite Project and its mineral rights properties in Coosa County and Chilton County, Alabama will likely be required as Alabama Graphite's anticipated exploration and development programs unfold. It is always possible that, as work proceeds, environmental risks and hazards may be identified on Alabama Graphite's Coosa Graphite Project and its mineral rights properties in Coosa County and Chilton County, Alabama, which are at present unknown to Alabama Graphite and which may have the potential to negatively impact Alabama Graphite's exploration and development plans for the Coosa Graphite Project and Alabama Graphite's mineral rights properties in Coosa County and Chilton County, Alabama.

        WWR and Alabama Graphite 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. The recent trend in environmental legislation and regulation, generally, is toward stricter

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standards and enforcement, increased fines and penalties for non-compliance, more detailed environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees, and this trend is likely to continue in the future. This recent trend also includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of threatened and endangered species, the protection of historic and cultural resources, and the preservation of certain lands. These regulations may require the acquisition of permits or other authorizations prior to engaging in certain activities. Such permits and authorizations may be more difficult to obtain for leased lands or for certain land uses. 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 WWR's or Alabama Graphite's respective results of operations and business or may cause material changes or delays in WWR's or Alabama Graphite's intended activities.

        Each of WWR's and Alabama Graphite's operations may require additional analysis in the future including environmental, cultural and social impact and other related studies. Permitting for 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 directors, officers, and employees. It is always possible that, as work proceeds, environmental hazards may be identified on Alabama Graphite's Coosa Graphite Project and its mineral rights properties in Coosa County and Chilton County, Alabama which are at present unknown to Alabama Graphite and which may have the potential to negatively impact Alabama Graphite's exploration and development plans for the Coosa Graphite Project and Alabama Graphite's mineral rights properties in Chilton County, Alabama.

        Neither WWR nor Alabama Graphite can provide assurance that it will be able to obtain or maintain all necessary permits that may be required to continue its operation or its exploration of its mineral rights properties or, if feasible, to commence development, construction or operation of mining facilities at such properties on terms which enable operations to be conducted at economically justifiable costs. If WWR or Alabama Graphite is unable to obtain or maintain permits or water rights for development of its mineral rights properties or otherwise fails to manage adequately future environmental issues, its operations could be materially and adversely affected.

         Terms of subsequent financings may adversely impact WWR's stockholders.

        In order to finance WWR's future production plans and working capital needs, WWR may have to raise funds through the issuance of equity or debt securities. WWR currently has no authorized preferred stock. Depending on the type and the terms of any financing WWR pursues, stockholders' rights and the value of their investment in WWR's common stock could be reduced. For example, if WWR has to issue secured debt securities, the holders of the debt would have a claim to WWR's assets that would be prior to the rights of stockholders until the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of WWR's common stock, the market price of WWR's common stock could be negatively impacted.

         WWR stockholders could be diluted if WWR uses its common stock to raise capital.

        As previously noted, WWR may need to seek additional capital in the future to satisfy WWR's working capital requirements. This financing would likely involve one or more types of securities including common stock, convertible debt, preferred stock or warrants to acquire common or preferred stock. These securities could be issued at or below the then prevailing market price for WWR's common stock. Any issuance of additional shares of WWR's common stock would be dilutive to existing stockholders and could adversely affect the market price of WWR's common stock.

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CURRENCIES

        In this proxy statement, unless otherwise specified or the context otherwise requires:

•

"Canadian dollars" and "CAD$" each refer to the lawful currency of Canada; and



•

"U.S. dollars," "dollars," "$," "USD" or "US$" each refer to the lawful currency of the United States.

        The functional currency of WWR is U.S. dollars. Alabama Graphite uses the Canadian dollar as its functional currency. See the section entitled " Exchange Rate Information " for additional information regarding the exchange rate between the Canadian dollar and the U.S. dollar.

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EXCHANGE RATE INFORMATION

        The following table shows, for the periods indicated, information concerning the exchange rate between U.S. dollars and Canadian dollars. The information in the following table is expressed in U.S. dollars per Canadian dollar and is based on the "Close" price from CAD USD CMPL screen on Bloomberg on the day concerned, and rounded to four decimals. The average rate refers to the closing average.

        On January 10, 2018, the latest practicable date for which such information was available prior to the printing of this proxy statement, the exchange rate was US$0.8011 per CAD$1.00. The average of the exchange rates during the year ended December 31, 2017 was US$0.7981 per CAD$1.00. These conversions should not be construed as a representation that the U.S. dollar amounts actually represent, or could be converted into, Canadian dollars at the rates indicated.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial statements are derived from the historical consolidated financial statements of WWR and Alabama Graphite Corp., and have been adjusted to reflect the Arrangement. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2017 gives effect to the Arrangement as if it had occurred on September 30, 2017. The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2017 and for the year ended December 31, 2016 both give effect to the Arrangement as if it had occurred on January 1, 2016. The pro formas are presented for illustrative purposes only and do not necessarily reflect the results of operations or the financial position of WWR that actually would have resulted had the Arrangement occurred at the dates indicated, or project the results of operations or financial position of WWR for any future date or period.

        The pro formas should be read in conjunction with the historical financial statements of WWR and Alabama Graphite Corp. including the notes thereto, which are included elsewhere in this proxy statement.

        Alabama Graphite Corp.'s historical consolidated financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), which differ in certain respects from the accounting principles generally accepted in the United States of America ("US GAAP"). Adjustments were made to Alabama Graphite Corp.'s financial statements to convert those from IFRS to US GAAP as well as reclassifications to conform Alabama Graphite Corp.'s historical accounting presentation to WWR's accounting presentation. Adjustments were also made to translate Alabama Graphite Corp.'s financial statements from Canadian dollars to U.S. dollars based on applicable historical exchange rates, which may differ from future exchange rates. These adjustments reflect WWR's best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained.

        The Arrangement will be accounted for as a business combination using the acquisition method of accounting in conformity with US GAAP. Under this method, the assets acquired and liabilities assumed have been recorded based on preliminary estimates of fair value. The actual fair values will be determined upon the consummation of the Arrangement and may vary from these preliminary estimates.

        The pro forma adjustments are based upon the best available information and certain assumptions that WWR believes to be reasonable. Further, these adjustments could materially change as both the determination of the purchase price and the allocation of the purchase price for Alabama Graphite Corp. has not been finalized. Accordingly, there can be no assurance that the final allocation of the purchase price will not differ from the preliminary allocation reflected in the pro formas.

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