UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On July 17, 2024, Alabama Graphite Products, LLC (“AGP”), a wholly owned subsidiary of Westwater Resources, Inc. (the “Company”) and FCA US LLC (“FCA”) entered into a Binding Offtake Agreement (the “Offtake Agreement”).
Pursuant to the terms of the Offtake Agreement, FCA will purchase CSPG natural graphite anode products (the “Product”) from AGP. Under the terms of the Offtake Agreement, FCA will be obligated to purchase Product (the “Annual Offtake Volume”) in amounts and at prices described in the Offtake Agreement. The anticipated Annual Offtake Volume in 2026 is 10 kt of Product, and in years 2027 through 2031, the final year of the Offtake Agreement, is 15 kt of Product.
As a result of entry into the Offtake Agreement and the Procurement Agreement with SK On Co., Ltd., which was previously reported on a Current Report on Form 8-K on February 5, 2024, the Company has secured off-take agreements for 100% of its anticipated Phase I production capacity from its Kellyton Graphite Plant during the term of the respective contracts.
The foregoing description of the Offtake Agreement is qualified in its entirety by reference to the full text of the Offtake Agreement which is filed with this Current Report on Form 8-K as Exhibit 10.1.
| Item 7.01 | Regulation FD Disclosure. |
On July 18, 2024, the Company issued a press release announcing entry into the Offtake Agreement.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits | |
| 10.1 | Binding Offtake Agreement, by and between Alabama Graphite Products, LLC and FCA US LLC |
| 99.1 | Press release dated July 18, 2024. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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: July 18, 2024
| WESTWATER RESOURCES, INC. | ||
| By: | /s/ Steven M. Cates | |
| Name: | Steven M. Cates | |
| Title: | Senior Vice President–Finance and Chief Financial Officer | |