TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 15, 2020 Christopher M. Jones President and Chief Executive Officer Westwater Resources, Inc. 6950 South Potomac Street, Suite 300 Centennial, CO 80112 Re: Westwater Resources, Inc. Registration Statement on Form S-1 Filed June 1, 2020 File No. 333-238859 Dear Mr. Jones: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 General 1. We note that Section 7.7 of your Amended and Restated Bylaws identifies a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) as the exclusive forum for certain litigation, including any "derivative action." Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. If so, please also add related risk factor disclosure, and state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts Christopher M. Jones Westwater Resources, Inc. June 15, 2020 Page 2 over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions. Sincerely, FirstName LastNameChristopher M. Jones Division of Corporation Finance Comapany NameWestwater Resources, Inc. Office of Energy & Transportation June 15, 2020 Page 2 cc: David Crandall FirstName LastName