8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 16, 2017

WESTWATER RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33404	75-2212772
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

6950 S. Potomac Street, Suite 300 Centennial, Colorado	80112
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 531-0516

Uranium Resources, Inc. 

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company    o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2017, the Board of Directors (the “Board”) of Uranium Resources, Inc. (the “Company”) elected Terence J. Cryan to serve as an independent director of the Company, effective immediately. The Board also appointed Mr. Cryan as Chairman of the Board, a position previously held by Christopher M. Jones on an interim basis since March 2016. Mr. Jones will continue to serve as a director of the Company, in addition to serving as the Company’s President and Chief Executive Officer. Mr. Cryan also joined the Nominating and Corporate Governance Committee and will serve as its Chairman.

Mr. Cryan previously served as Chairman of the Board, and Mr. Cryan will receive compensation substantially similar to his prior compensation as Chairman, which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2016.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 16, 2017, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation (the “Restated Certificate”) to change its name from “Uranium Resources, Inc.” to “Westwater Resources, Inc.” The name change became effective as of 12:01 a.m. Eastern time on August 21, 2017, and was made pursuant to Section 242 of the Delaware General Corporation Law. The Board also approved an amendment to the Company’s amended and restated bylaws to reflect the change in the Company’s name.

The name change does not affect the rights of the Company’s security holders. There were no other changes to the Restated Certificate or bylaws in connection with the name change.

On August 21, 2017, the Company’s common stock, which trades on the Nasdaq Capital Market, will cease trading under the ticker symbol “URRE” and commence trading under the ticker symbol “WWR”. Along with the ticker change, the Company’s common stock has been assigned a new CUSIP number of 961684107.

A copy of the Certificate of Amendment effecting the name change, as filed with the Delaware Secretary of State on August 16, 2017, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01  Regulation FD Disclosure.

On August 21, 2017, the Company issued a press release announcing its name change from Uranium Resources, Inc. to Westwater Resources, Inc. and the election of Mr. Cryan to the Board. The full text of the press release is furnished with this Form 8-K as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K under Item 7.01, including the accompanying press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference

in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by reference to such filing.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment
99.1	Press Release dated August 21, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 21, 2017
	WESTWATER RESOURCES, INC.
	By:	/s/ Jeffrey L. Vigil
	Name:	Jeffrey L. Vigil
	Title:	Vice President—Finance and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
3.1	Certificate of Amendment
99.1	Press Release dated August 21, 2017

EX-3

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION
OF
URANIUM RESOURCES, INC.

Uranium Resources, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST:  That the Board of Directors of the Corporation adopted resolutions setting forth the proposed amendment of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders in accordance with the provisions of Section 242 of the Delaware General Corporation Law (the “DGCL”). The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article I of the Restated Certificate of Incorporation of the Corporation be amended in its entirety as follows:

ARTICLE I

The name of the Corporation is Westwater Resources, Inc.

SECOND:  The Certificate of Amendment to the Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the DGCL.

THIRD:  That except as amended hereby, the provisions of the Restated Certificate of Incorporation, shall remain in full force and effect. 

FOURTH:  That this Certificate of Amendment to the Restated Certificate of Incorporation shall be effective at 12:01 am Eastern Time on August 21, 2017. 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation this 16th day of August, 2017.

URANIUM RESOURCES, INC. 

By:    /s/ John W. Lawrence                         

Name: John W. Lawrence                             

Title:   General Counsel and Secretary         

EX-99

Exhibit 99.1

Uranium Resources Changes its Name to Westwater Resources and Announces New Chairman

CENTENNIAL, Colo., August 21, 2017 – Westwater Resources, Inc. (Nasdaq: WWR; ASX: URI), formerly Uranium Resources, Inc. (Nasdaq: URRE; ASX: URI), an energy metals exploration and development company, is pleased to announce that it has changed its name to Westwater Resources, Inc. to reflect its growing energy metals business.   The name change is effective August 21, 2017, and Westwater Resources’ common stock will begin trading on Nasdaq under the new ticker symbol “WWR” at the opening bell on Monday August 21st.  Also on August 21, Westwater Resources will submit an application to the ASX for the name change and ticker symbol change to “WWR.”

Christopher M. Jones, President and Chief Executive Officer, said, “As our lithium business grows to support the rising demand for energy storage, we believe that our name and identity needed to reflect this broader market focus.   Westwater Resources is now focused on supply for both the power generation and energy storage markets, and is poised to take advantage of green energy power implementation around the world.”

To learn more about Westwater Resources, visit our website at:  www.WestwaterResources.net

New Chairman of the Board of Directors

Westwater Resources, Inc. is also pleased to announce that its Board of Directors has unanimously appointed Terence J. Cryan to the Board and elected him as Chairman.  Mr. Cryan re-joins the Company's Board having previously served as a Director between October 2006 and March 2016 and as Chairman from June 2014 through March 2016.  Mr. Cryan is a Board Leadership Fellow of the National Association of Corporate Directors, and brings over 30 years of international business experience based in both the United States and Europe.  Additional details regarding Mr. Cryan’s background can be found on our website.

Mr. Cryan commented after his election, "I am pleased to join the Westwater Resources' Board and to help advance the Company's business interests in both uranium and lithium.  I have previously worked with each of the directors and I believe that together with the Company's management team we will continue to increase stockholder value."  Concurrent with Mr. Cryan's return to the Company, Christopher M. Jones will step down as Interim Chairman and will continue to serve as the President & Chief Executive Officer of Westwater Resources, Inc.

About Westwater Resources

WWR is focused on expanding its energy metals strategy, which includes developing its new lithium business while maintaining optionality in the case of a future rising uranium price.  The Company has developed a dominant land position in three prospective lithium brine basins in Nevada and Utah in preparation for exploration and potential development of any lithium resources that may be discovered there.  In addition, WWR remains focused on advancing the Temrezli in-situ recovery (ISR) uranium project in Central Turkey when uranium prices permit economic development of this project. WWR controls extensive exploration properties in Turkey under eight exploration and operating licenses covering approximately 39,000 acres (over 16,000 ha) with numerous exploration targets, including the potential satellite Sefaatli Project, which is 30 miles (48 km) southwest of the Temrezli Project. In Texas, the

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Company has two licensed and currently idled uranium processing facilities and approximately 11,000 acres (4,400 ha) of prospective ISR uranium projects. In New Mexico, the Company controls mineral rights encompassing approximately 186,000 acres (75,300 ha) in the prolific Grants Mineral Belt, which is one of the largest concentrations of sandstone-hosted uranium deposits in the world. Incorporated in 1977, WWR also owns an extensive information database of historic drill hole logs, assay certificates, maps and technical reports for uranium properties located in the Western United States.

Cautionary Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. All statements addressing events or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to developments at the Company’s projects, including future exploration costs and results, future demand for and price of uranium and lithium, the Company’s name and ticker change with the ASX,  and the Company’s liquidity, including future capital markets and disposition activities, are forward-looking statements.  Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties.  These risk factors and uncertainties include, but are not limited to, (a) estimated or expected net cash used in operations, mineral property expenses, general and administrative expenses, net loss, and cash and working capital positions for the twelve months ended December 31, 2017; (b) the Company’s ability to raise additional capital in the future; (c) spot price and long-term contract price of uranium and lithium; (d) risks associated with our foreign operations; (e) operating conditions at the Company’s projects; (f) government and tribal regulation of the uranium industry, the lithium industry, and the power industry; (g) world-wide uranium and lithium supply and demand, including the supply and demand for lithium-based batteries; (h) maintaining sufficient financial assurance in the form of sufficiently collateralized surety instruments; (i) unanticipated geological, processing, regulatory and legal or other problems the Company may encounter in the jurisdictions where the Company operates, including in Texas, New Mexico, Utah, Nevada and Turkey; (j) the ability of the Company to enter into and successfully close acquisitions or other material transactions;  (k) the results of the Company’s lithium brine exploration activities at the Columbus Basin, Railroad Valley and Sal Rica Projects; (l) the ability of the Company to negotiate an extension on the Cebolleta lease and (m) other factors which are more fully described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

Westwater Resources Contact:
Christopher M. Jones, President and CEO	Jeff Vigil, VP Finance and CFO
303.531.0480	303.531.0481

Email: Info@WestwaterResources.net

Website:www.WestwaterResources.net

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