ALABAMA GRAPHITE CORP. NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS. and MANAGEMENT INFORMATION CIRCULAR. Meeting to be held on March 9, 2018

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1 No securities regulatory authority (including without limitation, any securities regulatory authority of any Canadian province or territory, the United States Securities and Exchange Commission, or any securities regulatory authority of any U.S. state) or stock exchange has expressed an opinion about the Arrangement or the Combined Company and it is an offence to claim otherwise. ALABAMA GRAPHITE CORP. NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS and MANAGEMENT INFORMATION CIRCULAR Meeting to be held on March 9, 2018 THE DIRECTORS OF ALABAMA GRAPHITE CORP. UNANIMOUSLY RECOMMEND THAT ALABAMA GRAPHITE SECURITYHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION If you have questions or require assistance with voting, you may contact our proxy solicitation agent: Laurel Hill Advisory Group North American Toll-Free Number: Collect Calls Outside North America:

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3 LETTER TO SECURITYHOLDERS February 7, 2018 Dear Alabama Graphite Corp. Securityholder: It is my pleasure to extend to you, on behalf of the board of directors of Alabama Graphite Corp. ( Alabama Graphite ), an invitation to attend a special meeting of Alabama Graphite s securityholders ( Alabama Graphite Securityholders ) to be held at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1 on March 9, 2018 at 11:00 a.m. (Eastern Standard time). The Arrangement At the meeting, you will be asked to consider and, if thought advisable, approve, with or without variation, a special resolution (the Arrangement Resolution ) with respect to an arrangement pursuant to the Business Corporations Act (British Columbia) (the Arrangement ) involving, among other things, the acquisition by B.C. Ltd. ( Purchaser ), a wholly-owned subsidiary of Westwater Resources, Inc. ( Westwater ), of all of the outstanding common shares of Alabama Graphite (the Alabama Graphite Shares ) pursuant to an arrangement agreement dated December 13, 2017 between Alabama Graphite, Westwater and the Purchaser. Under the Arrangement, as more particularly described in the accompanying management information circular (the Circular ), a holder of Alabama Graphite Shares (an Alabama Graphite Shareholder ) will receive at the effective time of the Arrangement, for each Alabama Graphite Share held, 0.08 of a share of Westwater common stock ( Westwater Shares ). Furthermore, Westwater shall issue options (the Replacement Options ) in exchange for options to purchase Alabama Graphite Shares ( Alabama Graphite Options ) under the Arrangement which Replacement Options shall have terms and conditions substantially similar to the original Alabama Graphite Options. Each holder of an Alabama Graphite warrant to purchase Alabama Graphite Shares (an Alabama Graphite Warrant ) outstanding immediately prior to the effective time of the Arrangement, shall receive upon the subsequent exercise of such holder s Alabama Graphite Warrant, in accordance with its terms, and shall accept in lieu of each Alabama Graphite Common Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, 0.08 of a Westwater Share. On completion of the Arrangement, former Alabama Graphite Shareholders are expected to hold approximately 29.5% of the outstanding shares of the Combined Company (as defined in the Circular), based on the number of Westwater Shares and Alabama Graphite Shares outstanding as of February 6, Reasons to vote FOR the Arrangement Ability to Continue as a Going Concern: If the Arrangement were terminated, Alabama Graphite s ability to continue as a going concern would be in serious question. Immediate Interim Funding: Westwater agreed to provide Alabama Graphite with immediate interim funding to resolve Alabama Graphite s current working capital deficit, to pay outstanding payables, and to fund its essential operations until the close of the Arrangement, which is targeted for early second quarter of A Superior Proposal is Unlikely: Given the nature of the graphite sub-sector of the mineral exploration and development industry, there is a very small market of players or candidates for strategic acquisitions. Additionally, Alabama Graphite s mineral property assets are at a pre-production stage and therefore are not capable of producing revenues and profits without further exploration and development work. Alabama Graphite s Coosa Project and Future Graphite Production Will Be A Priority For Westwater: Westwater has stated their desire and intention to make the Coosa Project as their new priority core asset. This allows Alabama Graphite Shareholders to continue to have their presumably desired economic exposure to the United States graphite industry through an equity security in a small 1

4 capitalization company with capable management that is prioritizing the Coosa Project, while at the same time owning a portion of a corporation with a portfolio of green energy mineral projects and expected superior financial resourcefulness. Fairness Opinion: In their fairness opinion, Echelon stated that, as at December 11, 2017 and based upon and subject to the assumptions, limitations and qualifications stated in the fairness opinion, the Consideration proposed to be paid to Alabama Graphite Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Alabama Graphite Shareholders. A copy of Echelon Wealth Partners Inc. s fairness opinion is attached as Appendix E to the enclosed Circular. Additional reasons considered by the Alabama Graphite Board and Special Committee are discussed in greater detail in the Circular under The Arrangement Reasons for the Recommendations. Voting Requirements To become effective, the Arrangement Resolution must be approved by (i) at least two-thirds of the votes cast by Alabama Graphite Shareholders at the meeting present in person or represented by proxy; and (ii) at least two-thirds of the votes cast by Alabama Graphite Securityholders at the meeting present in person or represented by proxy voting as a single class. Certain senior officers and directors of Alabama Graphite, who collectively have voting ownership of approximately 4.22% of the Alabama Graphite Shares, have entered into support and voting agreements with Westwater and the Purchaser in support of the Arrangement. The Arrangement also requires the approval of the Supreme Court of British Columbia. In addition to securityholder and court approvals, the Arrangement is subject to certain other closing conditions customary in transactions of this nature which are described in the Circular, including the approval of the TSXV. Board Recommendation The board of directors of Alabama Graphite has unanimously determined that the Arrangement is in the best interests of Alabama Graphite and has unanimously approved the Arrangement, and recommends that Alabama Graphite Securityholders vote FOR the Arrangement Resolution. In making its recommendation, the board of directors of Alabama Graphite considered a number of factors as described in the Circular under The Arrangement Reasons for the Recommendations, including the unanimous recommendation of a special committee of the board that was created for, among other things, the purpose of considering the Arrangement. Vote Your Securities Today FOR the Arrangement Resolution The Circular and the documents incorporated by reference therein contain a detailed description of the Arrangement and other information relating to Westwater and Alabama Graphite, including the Westwater Shares. We urge you to consider carefully all of the information in the Circular and the documents incorporated by reference therein. If you require assistance, please consult your financial, legal or other professional advisors. If you have any questions with regard to the procedures for voting or completing your transmittal documentation, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by telephone at toll-free in North America or at for collect calls outside of North America or by at assistance@laurelhill.com. This is an important matter affecting the future of Alabama Graphite and your vote is important regardless of the number of Alabama Graphite Securities you own. If you are a registered Alabama Graphite Securityholder and are unable to attend the meeting in person, we encourage you to vote by completing the applicable enclosed form of proxy or, alternatively, by telephone, or over the internet, in each case in accordance with the enclosed instructions. Voting by proxy will not prevent you from voting 2

5 in person if you attend the meeting and will ensure that your vote will be counted if you are unable to attend. Three forms of proxy accompany this Circular: a proxy applicable to Alabama Graphite Shareholders, a proxy applicable to Alabama Graphite Warrantholders and a proxy applicable to Alabama Graphite Optionholders. A proxy for Alabama Graphite Shareholders will not be valid for use at the meeting unless the completed form of proxy applicable to Alabama Graphite Shareholders is deposited at the offices of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, in the enclosed envelope, by mail or by hand delivery, by 11:00 a.m. (Eastern Standard time) on March 7, 2018 (or at least 48 hours (excluding non-business Days) prior to any reconvened meeting in the event of an adjournment or postponement of the meeting). A proxy for Alabama Graphite Warrantholders and Alabama Graphite Optionholders will not be valid for use at the meeting unless the completed form of proxy applicable to Alabama Graphite Warrantholders and Alabama Graphite Optionholders is deposited at the offices of Take It Public Services Inc., c/o Alabama Graphite Corp., West Pender Street, Vancouver, British Columbia V6C 2T7, in the enclosed envelope, by mail or by hand delivery, by 11:00 a.m. (Eastern Standard time) on March 7, 2018 (or at least 48 hours (excluding non-business Days) prior to any reconvened meeting in the event of an adjournment or postponement of the meeting). We also encourage all registered Alabama Graphite Shareholders to complete and return the enclosed letter of transmittal ( Letter of Transmittal ), together with the certificate(s) representing your Alabama Graphite Shares, to Computershare Investor Services Inc. (the Depositary ) at the address specified in the Letter of Transmittal. The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. We recommend that you complete, sign and return the Letter of Transmittal with your Alabama Graphite certificate(s) to the Depositary as soon as possible. If you are a non-registered holder of Alabama Graphite Shares and have received these materials through your broker, investment dealer or other intermediary, you will not receive a form of proxy or Letter of Transmittal. Please follow the instructions provided by such broker, investment dealer or other intermediary to ensure that your vote is counted at the meeting and for instructions and assistance in delivering the share certificate(s) representing your Alabama Graphite Shares. See General Information About the Meeting and Voting Beneficial Alabama Graphite Shareholders in the accompanying Circular. Subject to obtaining court and other approvals, and the satisfaction or waiver of all other conditions precedent to the Arrangement, if Alabama Graphite s Securityholders approve the Arrangement Resolution, it is anticipated that the Arrangement will be completed in early second quarter of Thank you for your ongoing support as we prepare to take part in this important event in the history of Alabama Graphite. BY ORDER OF THE BOARD OF DIRECTORS (signed) Jean Depatie Jean Depatie Chair of the Board of Directors Vote using the following methods prior to the Meeting. Internet Telephone or Fax Mail Registered Shareholders Shares held in own name and represented by a physical certificate. Telephone: Fax: Return the form of proxy in the enclosed postage paid envelope. Non Registered Shareholders Shares held with a broker, bank or other intermediary. Call or fax to the number(s) listed on your voting instruction form. Return the voting instruction form in the enclosed postage paid envelope. 3

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7 ALABAMA GRAPHITE CORP. NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS to be held March 9, 2018 NOTICE IS HEREBY GIVEN that, pursuant to an order of the Supreme Court of British Columbia (the Court ) dated February 6, 2018 (the Interim Order ), a special meeting (the Securityholder Meeting ) of holders ( Alabama Graphite Securityholders ) of common shares, options and warrants ( Alabama Graphite Securities ) of Alabama Graphite Corp. ( Alabama Graphite ) will be held at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1 on March 9, 2018 at 11:00 a.m. (Eastern Standard time), for the following purposes: 1. to consider and, if thought advisable, to pass a special resolution (the Arrangement Resolution ), the full text of which is set forth in Appendix B to the accompanying management information circular (the Circular ), approving an arrangement (the Arrangement ) pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the BCBCA ) involving, among other things, the acquisition by B.C. Ltd. ( Purchaser ), a whollyowned subsidiary of Westwater Resources, Inc. ( Westwater ), of all of the outstanding Alabama Graphite common shares, all as more particularly described in the Circular, which resolution, to be effective, must be passed by an affirmative vote of (i) at least two-thirds of the votes cast at the Securityholder Meeting in person or by proxy by holders of Alabama Graphite common shares ( Alabama Graphite Shareholders ); and (ii) at least two-thirds of the votes cast at the Securityholder Meeting in person or by proxy by holders of Alabama Graphite common shares, options and warrants voting as a single class; and 2. to transact such further and other business as may properly be brought before the Securityholder Meeting or any postponement or adjournment thereof. Specific details of the matters proposed to be put before the Securityholder Meeting are set forth in the Circular which accompanies this Notice of Meeting. A copy of the arrangement agreement dated December 13, 2017 between Alabama Graphite, Westwater and the Purchaser is available for inspection by Alabama Graphite Shareholders on SEDAR at under Alabama Graphite s SEDAR profile and at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1 during statutory business hours until the date of the Securityholder Meeting. The record date for determining the Alabama Graphite Shareholders entitled to receive notice of and vote at the Securityholder Meeting is the close of business on January 31, 2018 (the Record Date ). Other than registered holders of options and warrants to purchase Alabama Graphite Shares, only Alabama Graphite Shareholders whose names have been entered in the register of Alabama Graphite Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Securityholder Meeting. Whether or not you are able to attend the Securityholder Meeting in person, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed forms of proxy or voting instruction form provided to you by your broker, investment dealer or other intermediary as soon as possible. To be included at the Securityholder Meeting, the voting instructions of an Alabama Graphite Shareholder must be received by Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, in the enclosed envelope, by mail or by hand delivery, by 11:00 a.m. (Eastern Standard time) on March 7, 2018 (or if the Securityholder Meeting is postponed or adjourned, at least 48 hours (excluding non- Business Days) prior to the date of the postponed or adjourned Securityholder Meeting). To be included at the Securityholder Meeting, the voting instructions of an Alabama Graphite Warrantholder or an Alabama Graphite Optionholder must be received by Take It Public Services Inc., c/o Alabama Graphite Corp., West Pender Street, Vancouver, British Columbia V6C 2T7, in the enclosed envelope, by mail or by hand delivery, by 11:00 a.m. (Eastern Standard time) on March 7, 2018 (or if the Securityholder Meeting is postponed or adjourned, at least 48 hours (excluding non- -i-

8 Business Days) prior to the date of the postponed or adjourned Securityholder Meeting). Please note, if you received a voting instruction form, you hold your shares through a broker, investment dealer or other intermediary and consequently must provide your instructions to your broker, investment dealer or other intermediary as specified in the voting instruction form and by the deadline set out therein (which may be an earlier time than set out above). Alabama Graphite reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy. Alabama Graphite Securityholders who are planning to return the form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting such form. Pursuant to the Interim Order (as defined in the Circular), registered Alabama Graphite Shareholders have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Alabama Graphite Shares in accordance with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Interim Order and the plan of arrangement ( Plan of Arrangement ). A registered Alabama Graphite Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to Alabama Graphite a written objection to the Arrangement Resolution, which written objection must be received by Alabama Graphite at 907 Blossom Street, Kingston, Ontario K7P 0N2, Attention: Tyler W.P. Dinwoodie, President, with a copy to Miller Thomson LLP at 40 King Street West, Suite 5800, Toronto, Ontario, Canada, M5H 3S1, Attention: Geoff Clarke, not later than 5:00 p.m. (Eastern Standard time) two Business Days (as defined in the Circular) immediately preceding the date of the Securityholder Meeting, and must otherwise strictly comply with the dissent procedures prescribed by the BCBCA, as modified by the Interim Order and the Plan of Arrangement. An Alabama Graphite Shareholder s right to dissent is more particularly described in the Circular under the heading Rights of Dissenting Alabama Graphite Shareholders. Copies of the Plan of Arrangement, the Interim Order and the text of Sections 237 to 247 of the BCBCA are set forth in Appendix A, Appendix C and Appendix G respectively, to the Circular. Persons who are beneficial owners of Alabama Graphite Shares registered in the name of a broker, investment dealer, custodian, nominee or other intermediary who wish to dissent should be aware that only registered Alabama Graphite Shareholders are entitled to dissent. Accordingly, a beneficial owner of Alabama Graphite Shares desiring to exercise this right must make arrangements for the Alabama Graphite Shares beneficially owned by such Alabama Graphite Shareholder to be registered in the Alabama Graphite Shareholder s name prior to the time the written objection to the Arrangement Resolution is required to be received by Alabama Graphite or, alternatively, make arrangements for the registered holder of such Alabama Graphite Shares to dissent on the Alabama Graphite Shareholder s behalf. Failure to strictly comply with the requirements set forth in Sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent. It is strongly suggested that any Alabama Graphite Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of such Alabama Graphite Shareholder s right to dissent. Securityholder Questions If you have any questions or require assistance with voting, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by telephone at toll-free in North America or at for collect calls outside of North America or by at assistance@laurelhill.com. DATED at Toronto, Ontario this 7 th day of February, BY ORDER OF THE BOARD OF DIRECTORS (signed) Jean Depatie Jean Depatie Chair of the Board of Directors -ii-

9 TABLE OF CONTENTS LETTER TO SECURITYHOLDERS... 1 NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS... I MANAGEMENT INFORMATION CIRCULAR... 1 NOTICE REGARDING INFORMATION... 1 DEFINED TERMS... 2 REPORTING CURRENCY AND FINANCIAL INFORMATION... 2 EXCHANGE RATE INFORMATION... 2 FORWARD-LOOKING STATEMENTS... 3 NOTICE TO ALABAMA GRAPHITE SECURITYHOLDERS IN THE UNITED STATES... 5 QUESTIONS AND ANSWERS ABOUT THE SECURITYHOLDER MEETING... 7 SUMMARY Purpose of the Securityholder Meeting Date, Time and Place Record Date Alabama Graphite Securityholder Approval Effects of the Arrangement Alabama Graphite Westwater Purchaser Recommendation of the Special Committee Recommendation of the Alabama Graphite Board Echelon Fairness Opinion Letter of Transmittal No Fractional Shares The Arrangement Agreement Procedure for the Arrangement to Become Effective Court Approval Dissent Rights Stock Exchange Listing and Reporting Issuer Status Risk Factors GENERAL INFORMATION ABOUT THE MEETING AND VOTING Date, Time and Place Record Date Solicitation of Proxies Quorum Persons Entitled to Vote Registered Alabama Graphite Securityholders Beneficial Alabama Graphite Shareholders Proxies Appointment of Proxyholders Voting of Proxies Revocation of Proxies THE ARRANGEMENT Background to the Arrangement Recommendation of the Special Committee of the Alabama Graphite Board Recommendation of the Alabama Graphite Board Reasons for the Recommendations Echelon Fairness Opinion Principle Steps of the Plan of Arrangement Procedure for the Arrangement to Become Effective Alabama Graphite Securityholder Approval Voting and Support Agreements Court Approval Letter of Transmittal Treatment of Outstanding Alabama Graphite Options and Alabama Graphite Warrants Stock Exchange Listing Interest of Certain Parties in the Arrangement Depositary INFORMATION RELATING TO ALABAMA GRAPHITE Overview Trading Price and Volume of Alabama Graphite Shares Prior Sales Non-Arm s Length Party Transactions Legal Proceedings Risk Factors Selected Historical Consolidated Financial Data of Alabama Graphite Available Information Alabama Graphite Documents Incorporated by Reference INFORMATION RELATING TO WESTWATER Overview Description of Westwater Shares Trading Price and Volume of Westwater Shares Available Information Risk Factors i-

10 Selected Historical Consolidated Financial Data of Westwater Westwater Documents Incorporated by Reference INFORMATION RELATING TO PURCHASER INFORMATION RELATING TO THE COMBINED COMPANY General Unaudited Pro forma Condensed Combined Financial Information and Per Share Data Principal Holders of Westwater Shares THE ARRANGEMENT AGREEMENT Arrangement Consideration Effective Date and Conditions of Arrangement Material Contracts Between Alabama Graphite and Westwater Representations and Warranties Conditions to the Arrangement Becoming Effective COMPARISON OF SHAREHOLDER RIGHTS REGULATORY MATTERS Canadian Securities Law Matters U.S. Securities Law Matters Stock Exchange Listings and Approvals CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS RISK FACTORS Risks Related to the Arrangement Risks Related to the Combined Company RIGHTS OF DISSENTING ALABAMA GRAPHITE SHAREHOLDERS INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS INTEREST OF EXPERTS OF ALABAMA GRAPHITE AND WESTWATER ADDITIONAL INFORMATION APPROVAL OF THIS INFORMATION CIRCULAR CONSENT OF ECHELON APPENDIX A PLAN OF ARRANGEMENT... A-1 APPENDIX B ARRANGEMENT RESOLUTION... B-1 APPENDIX C INTERIM ORDER... C-1 APPENDIX D NOTICE OF PETITION... D-1 APPENDIX E ECHELON FAIRNESS OPINION... E-1 APPENDIX F COMPARISON OF RIGHTS OF ALABAMA GRAPHITE SHAREHOLDERS AND WESTWATER SHAREHOLDERS... F-1 APPENDIX G DIVISION 2 OF PART 8 OF THE BCBCA... G-1 APPENDIX H NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF WESTWATER... H-1 APPENDIX I GLOSSARY OF DEFINED TERMS... I-1 -ii-

11 MANAGEMENT INFORMATION CIRCULAR This management information circular (this Circular ) is furnished in connection with the solicitation of proxies by management of Alabama Graphite Corp. ( Alabama Graphite ) for use at the special meeting (the Securityholder Meeting ) of Alabama Graphite securityholders (the Alabama Graphite Securityholders ) to be held at the date, time and place and for the purposes set forth in the enclosed Notice of Meeting. NOTICE REGARDING INFORMATION NO CANADIAN SECURITIES REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MANAGEMENT INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. Alabama Graphite has not authorized any Person to give any information or to make any representation in connection with the Arrangement or any other matters to be considered at the Securityholder Meeting other than those contained in this Circular. If any such information or representation is given or made, such information or representation should not be relied upon as having been authorized or as being accurate. For greater certainty, to the extent that any information provided on Alabama Graphite s website or by Alabama Graphite s proxy solicitation agent is inconsistent with this Circular, the information provided in this Circular should be relied upon. This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Alabama Graphite Securityholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial or other professional advisors. The information concerning Westwater and Purchaser incorporated by reference or contained in this Circular has been provided by Westwater. Although Alabama Graphite has no knowledge that would indicate that any statements contained herein taken from or based upon such documents, records or sources are untrue or incomplete, Alabama Graphite does not assume any responsibility for the accuracy or completeness of the information taken from or based upon such documents, records or sources, or for any failure by Westwater, any of its affiliates or any of their respective representatives to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Alabama Graphite. In accordance with the Arrangement Agreement, Westwater provided Alabama Graphite with all necessary information concerning Westwater and Purchaser that is required by law to be included in this Circular and ensured that such information does not contain any misrepresentations (as such term is defined in Appendix I attached hereto). All summaries of, and references to, the Arrangement Agreement and the Plan of Arrangement in this Circular are qualified in their entirety by, in the case of the Arrangement Agreement, the complete text of the Arrangement Agreement, a copy of which is available on SEDAR at and in the case of the Plan of Arrangement, the complete text of the Plan of Arrangement, a copy of which is attached at Appendix A to this Circular. Alabama Graphite Securityholders are urged to read carefully the full text of the Plan of Arrangement and the Arrangement Agreement. This Circular is dated February 7, Information contained in this Circular is given as of February 7, 2018, unless otherwise specifically stated and except for information contained in documents incorporated by reference herein, which is given as at the respective dates stated in such documents. 1

12 DEFINED TERMS This Circular contains defined terms. For a glossary of defined terms used herein, see Appendix I to this Circular. REPORTING CURRENCY AND FINANCIAL INFORMATION Except as otherwise indicated in this Circular, references to dollars and $ are to the currency of Canada. All financial statements and financial data derived therefrom included or incorporated by reference in this Circular pertaining to Alabama Graphite have been prepared in accordance with IFRS as issued by the International Accounting Standards Board, and are audited in accordance with Canadian generally accepted auditing standards and all financial statements and financial data derived therefrom included or incorporated by reference in this Circular pertaining to Westwater, including the unaudited pro forma condensed combined financial statements of Westwater, have been prepared and presented in accordance with U.S. GAAP. Accordingly, the presentation of the consolidated financial statements of Westwater and the unaudited pro forma condensed combined financial statements of Westwater may vary in a material way from financial statements prepared in accordance with IFRS. Management of Alabama Graphite has reviewed the consolidated financial statements of Westwater and the unaudited pro forma condensed combined financial statements of Westwater included in this Circular and have determined that there is material U.S. GAAP to IFRS measurement differences applicable to such financial statements. For further details, see the notes to the unaudited pro forma condensed combined financial statements of Westwater set out in Appendix H to this Circular. Pro forma financial information included in this Circular is for informational purposes only and is unaudited. All unaudited pro forma financial information contained in this Circular has been derived from underlying financial statements prepared and adjusted in accordance with U.S. GAAP to illustrate the effect of the Arrangement. The pro forma financial information set forth in this Circular should not be considered to be what the actual financial position or other results of operations would have necessarily been had Westwater and Alabama Graphite operated as a single combined company as, at, or for the periods stated. EXCHANGE RATE INFORMATION The following table sets forth, for the periods indicated, the high, low, average and period-end noon rates of exchange for US$1.00, expressed in Canadian Dollars, reported by the Bank of Canada: Year Ended December ($) ($) ($) Highest rate during the period Lowest rate during the period Average rate for the period Rate at the end of the period On February 6, 2018, the noon rate of exchange reported by the Bank of Canada for conversion of U.S. Dollars into Canadian Dollars was US$1.00 equals $ Unless otherwise indicated, in this Circular, references to U.S. dollars are based upon the noon rates of exchange reported by the Bank of Canada for February 6,

13 FORWARD-LOOKING STATEMENTS Certain statements in this Circular, including the documents incorporated by reference herein, are forward-looking statements. Forward-looking statements are provided for the purpose of presenting information about management s current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Alabama Graphite, Westwater or the Combined Company. Forward-looking statements are typically identified by words such as expect, anticipate, believe, foresee, could, estimate, goal, intend, plan, seek, strive, will, may and should and similar expressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on Westwater and Alabama Graphite s perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Westwater and Alabama Graphite s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Westwater and Alabama Graphite can give no assurance that such estimates, beliefs and assumptions will prove to be correct. In particular, certain statements included in the sections entitled The Arrangement Reasons for the Recommendations and Information Related to the Combined Company are forward-looking statements. This Circular, including the documents incorporated by reference herein, contains forward-looking statements concerning: expectations regarding whether the Arrangement will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied, or the anticipated timing for the closing of the Arrangement; expectations regarding receipt of all necessary approvals and the expiration of relevant waiting periods; the ability to optimize technical and operational components of a future combined business; the anticipated value of the Consideration to be received by the Alabama Graphite Securityholders, which may fluctuate in value due to trading prices of the Westwater Shares forming the Consideration; the number of Westwater Shares issuable to Alabama Graphite Securityholders; expectations for the effects of the Arrangement or the Combined Company s financial position, cash flow and growth prospects; anticipated tax treatment of the Arrangement for Alabama Graphite Securityholders; anticipated future results and financial information relating to the Combined Company; and other statements that are not historical facts. Certain material factors or assumptions are applied in making forward-looking statements. With respect to the Arrangement and this Circular, the expectations and assumptions expressed or implied in the forward-looking statements, include, but are not limited to the ability of the parties to receive, in a timely manner and on satisfactory terms, Alabama Graphite Securityholder Approval, Regulatory Approvals and stock exchange and Court approvals for the Arrangement, the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement and other expectations and assumptions concerning the Arrangement and expectations and assumptions concerning adequacy of funding and availability of capital resources as well as economic and financial conditions, Alabama Graphite s ability to develop mineral resources and the performance of existing mineral resources. The forward-looking statements contained in this Circular, including documents incorporated by reference herein, are subject to inherent risks and uncertainties and other factors which could cause actual results to differ materially from those anticipated by the forward-looking statements. The factors which could cause results to differ from current expectations include, but are not limited to: there can be no assurance that the Arrangement will occur or that the anticipated strategic benefits and operational, competitive and cost synergies will be realized; 3

14 the Arrangement is subject to certain approvals and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The Arrangement could be modified, restructured or terminated by each of Alabama Graphite and Westwater in certain circumstances, and as such, the market price of Alabama Graphite Shares or the business and operations of Alabama Graphite may be materially adversely affected; any disruption from the Arrangement making it difficult to maintain business and operations; the Exchange Ratio is fixed and there can be no assurance that the market value of the Westwater Shares that the holders of Alabama Graphite Shares may receive on the Effective Date will equal or exceed the market value of the Alabama Graphite Shares held by such Alabama Graphite Shareholders prior to the Effective Date; the future financial performance, anticipated liquidity and capital expenditures of Westwater and Alabama Graphite; the ability to raise additional capital in the future; changes in tax laws, regulations or future assessments; failure to realize anticipated results, including revenue growth, anticipated cost savings or operating efficiencies from the Combined Company s major initiatives and plans; assumptions and estimates required for the preparation of the pro forma financial statements may be materially different from the Combined Company s actual results and experience in the future; 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; effectiveness of Alabama Graphite and Westwater 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; the impact of SEC disclosure requirements differing from Canadian requirements; other factors which are more fully described in Westwater 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 The foregoing risks or other risks arising in connection with the failure of the Arrangement, including the diversion of management attention from conducting the business of Alabama Graphite, may have a material adverse effect on Alabama Graphite s business operations, financial results and share price. Readers are cautioned that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to Westwater and Alabama Graphite or that Westwater and Alabama Graphite presently believe are not material could also cause actual results or events to differ materially from those expressed in the forward-looking statements contained herein. Additional information on these and other factors that could affect the operations or financial results of Westwater, Alabama Graphite or the Combined Company are included in reports filed by Westwater and Alabama Graphite with applicable securities regulatory authorities and may be accessed through the SEC s website ( and the SEDAR website ( respectively. These risks and other factors are also discussed in more detail in this Circular under Risks Factors, Information Relating to Alabama Graphite Risk Factors, Information Relating to Westwater Risk Factors and Information Relating to the Combined Company. Readers are encouraged to read such sections in detail. The forward-looking statements contained in this Circular, including the documents incorporated by reference herein, are expressly qualified in their entirety by this cautionary statement. Alabama Graphite and Westwater cannot guarantee that the results or events expressed or implied in any forward-looking statement and information will materialize, and accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Westwater and Alabama Graphite s 4

15 expectations only as of the date of this Circular (or in the case of forward-looking statements in a document incorporated by reference herein, as of the date indicated in such document). Westwater and Alabama Graphite disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. NOTICE TO ALABAMA GRAPHITE SECURITYHOLDERS IN THE UNITED STATES THE WESTWATER SHARES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE IN THE UNITED STATES, NOR HAVE THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. The Westwater Shares to be issued under the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. Such securities will be issued in reliance upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected. See The Arrangement Court Approval. The Westwater Shares to be issued under the Arrangement will not be subject to resale restrictions under the U.S. Securities Act, except for restrictions imposed by the U.S. Securities Act on the resale of Westwater Shares received pursuant to the Arrangement by persons who are, or within three months before the resale were, affiliates of Westwater or Purchaser. See Regulatory Matters U.S. Securities Law Matters. Alabama Graphite Securityholders who are citizens or residents of the United States should be aware that the Arrangement described herein may have both U.S. and Canadian tax consequences to them which may not be fully described in this Circular. For a general discussion of the Canadian income tax consequences to investors who are resident in the United States, see Certain Canadian Federal Income Tax Considerations Holders Not Resident in Canada. U.S. holders are urged to consult their own tax advisors with respect to such U.S. and Canadian income tax consequences and the applicability of any federal, state, local, foreign and other tax laws. The solicitation of proxies contemplated herein is made in accordance with Canadian corporate and securities laws, and this Circular has been prepared in accordance with the disclosure requirements of Canadian securities laws. Alabama Graphite Securityholders located or resident in the United States should be aware that, in general, such Canadian disclosure requirements are different from those applicable to proxy statements, prospectuses or registration statements prepared in accordance with U.S. laws. The financial statements of Alabama Graphite incorporated by reference herein have been prepared in accordance with IFRS and have been subject to Canadian generally accepted auditing standards. Accordingly, the financial statements of Alabama Graphite may not be comparable to financial statements prepared in accordance with U.S. GAAP. The principal differences between IFRS and U.S. GAAP as they apply to Alabama Graphite are summarized in the notes to the unaudited pro forma condensed combined financial statements of Westwater that give effect to the Arrangement, which are set forth in Appendix H to this Circular. The enforcement by investors of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that Alabama Graphite and Purchaser are organized under the laws of a jurisdiction outside the United States, that their officers and directors include residents of countries other than the United States, that some or all of the experts named in this Circular may be residents of countries other the United States, or that all or a substantial portion of the assets of Alabama Graphite, Purchaser and such persons are located outside the United States. As a result, it may be difficult or impossible for shareholders in the United States to effect service of process within the United States on Alabama Graphite, Purchaser or such persons, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the securities laws of the United States. In addition, the shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the securities laws of the United 5

16 States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the securities laws of the United States. 6

17 QUESTIONS AND ANSWERS ABOUT THE SECURITYHOLDER MEETING The following are answers to certain questions that you may have regarding the Securityholder Meeting. The information in this section may not provide all of the information that might be important to you in determining how to vote and Alabama Graphite urges you to read carefully the remainder of this Circular. Additional important information is also contained in the attached to or incorporated by reference in, this Circular. Q: What are Alabama Graphite Securityholders being asked to vote on? A: Alabama Graphite Securityholders are being asked to vote on the Arrangement Resolution to approve the Arrangement, substantially in the form of Appendix B to this Circular. Q: Does the Alabama Graphite Board support the Arrangement? A: Yes, the Alabama Graphite Board has determined that the Arrangement is in the best interests of Alabama Graphite and is fair to Alabama Graphite Securityholders, and recommends that Alabama Graphite Securityholders vote FOR the Arrangement Resolution. Q: Why should Alabama Graphite Securityholders support the Arrangement? A: The Alabama Graphite Board supports the Arrangement for a number of reasons, including the following: Immediate Interim Funding: Westwater agreed to provide Alabama Graphite with immediate interim funding to resolve Alabama Graphite s current working capital deficit, to pay outstanding payables, and to fund its essential operations until the close of the Arrangement, which is targeted for early second quarter of Value per Share Significantly Close to Market Price: Westwater has offered Alabama Graphite Securityholders consideration that, at the time the Arrangement Agreement was agreed to, was significantly close to the market price of the Alabama Graphite Shares prior to the announcement of the proposed Arrangement. Fairness Opinion: Echelon has provided an independent fairness opinion stating that, as at December 11, 2017 and based upon and subject to the assumptions, limitations and qualifications stated in the Echelon Fairness Opinion, the consideration proposed to be paid to Alabama Graphite Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Alabama Graphite Shareholders. Price Discovery and Determination Process: The price at which Alabama Graphite s Shares are to be acquired pursuant to the Arrangement was principally negotiated between wellinformed parties with high degrees of knowledge and due diligence regarding Alabama Graphite and its business, and under circumstances where no collateral benefits are expected to be provided to any related party or Alabama Graphite s management. A Superior Proposal is Unlikely: Echelon advised the Special Committee that it is unlikely that a Superior Proposal will materialize. A Bird in Hand : If the Arrangement is completed, Alabama Graphite will face less future financing risk than it would likely have faced under alternative scenarios. Alabama Graphite s Coosa Project and Future Graphite Production Will Be A Priority For Westwater: It is important that the continued development of Alabama Graphite s current business is expected to be prioritized by Westwater following the completion of the Arrangement. This will allow Alabama Graphite Securityholders to continue to have their presumably desired economic exposure to the United States graphite industry through an equity security in a small capitalization company with capable management that is prioritizing 7

18 the Coosa Project, while at the same time own a portion of a corporation with a portfolio of green energy mineral projects and expected superior financial resourcefulness. Potential Synergies: The Arrangement may result in several synergies or situations that may be accretive or conducive to creating and maximizing future shareholder value, including but not limited to: (i) the Combined Company will be headquartered in Centennial, Colorado (a suburb of Denver) and some potential customers (including U.S. governmental departments or other U.S. customers who may be influenced by U.S. protectionist policies or US domestic security of supply concerns) may prefer to deal with a US-domiciled and controlled supplier rather than a Canadian one; (ii) there may be equity valuation benefits from both asset diversification and product synergies related to Westwater s lithium and uranium project portfolios; (iii) the Combined Company may be more attractive to investment research coverage by green-energy sector analysts; and (iv) there may be cost savings due to the potential elimination of duplicative head office and management expenses. The Arrangement Agreement Represents the Current Best Terms that Westwater is Willing to Offer: After receiving Westwater s proposal, the Special Committee was able to negotiate several changes to the terms which eventually resulted in the Arrangement Agreement that was executed on December 13, The Valuation of Westwater s Shares: The Alabama Graphite Board and the Special Committee believe that current circumstances may enhance the upside appreciation potential or otherwise minimize the downside potential for Alabama Graphite Securityholders as compared to if the Arrangement Agreement and the Exchange Ratio were agreed to and settled at a time when Westwater s Shares were trading at or near their 52-week highs. The Terms of the Arrangement Agreement: Under the Arrangement Agreement, the Alabama Graphite Board remains able to respond, in accordance with its fiduciary duties, to unsolicited proposals that are more favourable to Alabama Graphite and the Alabama Graphite Securityholders as compared to the Arrangement. A reasonable opportunity exists for any yet undiscovered acquirer that may exist to emerge and present a Superior Proposal if it chooses to do so. Secondary Market Liquidity: Following the completion of the Arrangement, the Westwater Shares are expected to have better liquidity on the NASDAQ marketplace as compared to Alabama Graphite s past periodic experiences of lower volumes and lower liquidity prior to the completion of the Arrangement. Dissent Rights: Registered Alabama Graphite Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise their dissent rights and receive the fair value of their Alabama Graphite Shares in accordance with the Plan of Arrangement. Approval Opportunity, Thresholds and Procedures: The Alabama Graphite Board and the Special Committee considered the fact that the Arrangement Resolution must be approved by two-thirds of the votes cast in person or by proxy at the Securityholders Meeting to be protective of the rights of Alabama Graphite Securityholders. The Arrangement must also be approved by the Court, which will consider the fairness of the Arrangement to all Alabama Graphite Securityholders, thereby adding another protection for securityholders. See The Arrangement Recommendation of the Alabama Graphite Board and The Arrangement Reasons for the Recommendation. Q: Why is the Arrangement the best choice for Alabama Graphite s business and prospects going forward? A: The Boards of Directors of Westwater and Alabama Graphite consider the Arrangement to be a compelling and fair transaction, which is expected to provide significant strategic and financial 8

19 benefits to the shareholders of both companies. Alabama Graphite has been in a process for the past two years to search for ways to find significant funding to not only sustain itself but to meet its growth and project development plans. While it became apparent to the Alabama Graphite Board and the Special Committee that short term solutions are and have been considered feasible, if pursued determinedly, these short term solutions were becoming limited to significantly discounted and dilutive financing solutions that would not be consistent with maximizing shareholder value. Accordingly, one of the important considerations to the Alabama Graphite Board and the Special Committee in regard to pursuing and approving the transaction with Westwater was to obtain the interim loan financing and join forces with an impressive mineral development company with, among other strengths, superior financial resourcefulness. Q: Are Alabama Graphite Securityholders being asked to take a discount on their Alabama Graphite Shares? A: Yes. Pursuant to the Arrangement Agreement, each issued and outstanding Alabama Graphite Share will be purchased by Westwater and the holder thereof will receive 0.08 of one Westwater Share, which represented a value of approximately CAD$0.113 per Alabama Graphite Share based upon the closing price of USD$1.10 for Westwater s Shares on NASDAQ on December 12, 2017, the last trading date before the Arrangement Agreement was announced. This exchange ratio represents a discount of approximately 5.7% to the closing price of Alabama Graphite s Shares on the TSXV on December 12, Notwithstanding this discount, it is expected that this puts the holders of Alabama Graphite s Shares in a better value position as compared to the feasible alternative transactions or resulting circumstances. Q: Did the Alabama Graphite Board consider any other alternatives? A: Yes. The Alabama Graphite Board and its Special Committee conducted a strategic review to identify all reasonable alternatives and the ideal path to further its strategic business plan. The Alabama Graphite Board identified Westwater through this process and spent several months developing a relationship and carefully negotiating the best deal possible for Alabama Graphite Shareholders. In addition, the Special Committee s financial advisor, Echelon Wealth Partners Inc. advised on the available alternatives and considered these alternatives when it provided its fairness opinion. Q: How will Alabama Graphite be managed after the Arrangement is completed? A: Following completion of the Arrangement, Alabama Graphite will become a wholly-owned subsidiary of Westwater. Westwater will accordingly at that time be the sole shareholder of Alabama Graphite. Shortly after becoming the sole shareholder, Westwater will elect a new board of directors for Alabama Graphite. None of the current members of Alabama Graphite s board of directors are expected to be re-elected to Alabama Graphite s board following completion of the Arrangement. Alabama Graphite s future board of directors may appoint or retain some but not all of the current officers of Alabama Graphite. Following completion of the Arrangement, the former shareholders of Alabama Graphite will be shareholders of Westwater and will be able to participate in the future election of Westwater s directors and thereby influence the management of Westwater (and therefore also Alabama Graphite) through ordinary shareholder activities and participation. Q: What will Alabama Graphite Securityholders receive for their Alabama Graphite Securities? A: Under the Arrangement, each Alabama Graphite Shareholder (other than Dissenting Holders) will receive, for each Alabama Graphite Share held, 0.08 of a Westwater Share. Furthermore, Westwater shall issue Replacement Options in exchange for Alabama Graphite Options under the Arrangement, which Replacement Options shall have terms and conditions substantially similar to the original Alabama Graphite Options. Each holder of an Alabama Graphite Warrant outstanding immediately prior to the effective time of the Arrangement, shall receive upon the subsequent exercise of such holder s Alabama Graphite Warrant, in accordance with its terms, 9

20 and shall accept in lieu of each Alabama Graphite Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, 0.08 of a Westwater Share. See and The Arrangement Principle Steps of the Plan of Arrangement. Q: When will the Arrangement become effective? A: Subject to obtaining the Court approval and the requisite securityholder approvals, as well as the satisfaction of all other conditions precedent, it is anticipated that the Arrangement will be completed in early second quarter of Q: What will happen if the Arrangement is not completed for any reason? A: If the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated. Under the Arrangement Agreement, Alabama Graphite would be required to pay an Expense Reimbursement of US$1.5 million in the event the Arrangement Agreement is terminated in certain circumstances. Under the Loan Agreement, Westwater provided a secured convertible non-revolving line of credit to Alabama Graphite 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 Alabama Graphite's real and personal property. The termination of the Arrangement Agreement constitutes an event of default under the Loan Agreement, whereupon Westwater may accelerate the loan by delivering a notice to Alabama Graphite, on which date the entire outstanding loan balance would then be immediately due and payable. If the Arrangement does not occur, it is uncertain and unlikely whether Alabama Graphite would be able to repay such outstanding balance under the Loan Agreement. Q: Who can help answer my questions? A: If you have any questions about this Circular or the matters described in this Circular, please contact your professional advisor or Laurel Hill Advisory Group at: Telephone: By dsalmon@laurelhill.com See General Information About the Meeting and Voting Beneficial Alabama Graphite Shareholders in this Circular. 10

21 SUMMARY The following is a summary of certain information contained elsewhere in, or incorporated by reference into, this Circular, including the Appendices hereto. Certain capitalized terms used in this summary are defined in the Glossary of Defined Terms found in Appendix I of this Circular. This summary is qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this Circular. Purpose of the Securityholder Meeting The purpose of the Securityholder Meeting is for Alabama Graphite Securityholders to consider and, if thought advisable, approve, with or without variation, the Arrangement Resolution with respect to the Arrangement pursuant to the BCBCA involving, among other things, the acquisition by Purchaser, a wholly-owned subsidiary of Westwater, of all of the outstanding Alabama Graphite Shares pursuant to the Arrangement Agreement. Date, Time and Place The Securityholder Meeting will be held at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1 on March 9, 2018 at 11:00 a.m. (Eastern Standard time). Record Date The record date for determining the Alabama Graphite Securityholders entitled to receive notice of and to vote at the Securityholder Meeting is January 31, Other than registered holders of Alabama Graphite Options and Alabama Graphite Warrants, only Alabama Graphite Shareholders of record as of the close of business (Eastern Standard time) on the Record Date are entitled to receive notice of and to vote at the Securityholder Meeting. Alabama Graphite Securityholder Approval The Alabama Graphite Board recommends that Alabama Graphite Securityholders vote FOR the Arrangement Resolution. To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of (i) at least two-thirds of the votes cast on the Arrangement Resolution by Alabama Graphite Shareholders, present in person or represented by proxy at the Securityholder Meeting; and (ii) at least two-thirds of the votes cast on the Arrangement Resolution by Alabama Graphite Securityholders, present in person or represented by proxy at the Securityholder Meeting voting as a class. To the knowledge of the directors and executive officers of Alabama Graphite, no persons or corporations beneficially owned, directly or indirectly, or exercised control or direction over, Alabama Graphite Shares carrying 10% or more of the voting rights attached to all outstanding Alabama Graphite Shares as at the Record Date. See The Arrangement Alabama Graphite Securityholder Approval. Effects of the Arrangement If the Arrangement Resolution is passed and all other conditions to closing of the Arrangement are satisfied, Westwater will acquire, through its wholly-owned subsidiary, the Purchaser, all of the issued and outstanding Alabama Graphite Shares. Under the Arrangement and subject to the following paragraph, each Alabama Graphite Shareholder (other than Dissenting Holders) will receive, for each Alabama Graphite Share held, 0.08 Westwater Shares. Furthermore, Westwater shall issue Replacement Options in exchange for Alabama Graphite Options under the Arrangement, which Replacement Options shall have terms and conditions 11

22 substantially similar to the original Alabama Graphite Options. Each holder of an Alabama Graphite Warrant outstanding immediately prior to the effective time of the Arrangement, shall receive upon the subsequent exercise of such holder s Alabama Graphite Warrant, in accordance with its terms, and shall accept in lieu of each Alabama Graphite Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, 0.08 of a Westwater Share. See Information Relating to Westwater Description of Westwater Shares and The Arrangement Principle Steps of the Plan of Arrangement. Alabama Graphite Alabama Graphite is a company incorporated on April 13, 2006 in the Province of British Columbia and existing under the BCBCA with its principal business office located in Toronto, Ontario. Alabama Graphite was formerly known as Keymark Resources Inc. and changed its name to Alabama Graphite Corp. on August 28, Alabama Graphite, through its subsidiary, Alabama Graphite Company Inc., acquires, explores for, and develops graphite mineral properties in the United States. Alabama Graphite is focused on the exploration and development of its flagship Coosa Graphite Project covering an area of 42,000 acres located in Coosa County, Alabama and its Bama Mine Project in Chilton County, Alabama. Alabama Graphite s Shares are currently listed for trading on the TSXV (symbol CSPG ) and also trade on the OTCQB (symbol CSPGF ) and on the Frankfurt Stock Exchange under the symbol 1AG. Alabama Graphite is a reporting issuer in British Columbia, Alberta and Ontario. See Information Relating to Alabama Graphite. Westwater Westwater is a U.S. corporation existing under the laws of the State of Delaware and is headquartered in Centennial, Colorado. Effective August 21, 2017, Westwater amended its certificate of incorporation to change its name from Uranium Resources, Inc. to Westwater Resources, Inc. Westwater is an energy minerals exploration and development company focused on expanding its energy minerals strategy, which includes developing its lithium business while maintaining optionality on the future rising uranium price with its significant uranium property holdings in the Republic of Turkey, Texas and New Mexico. Incorporated in 1977, Westwater 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. Westwater established its lithium business in 2016 and currently controls mineral rights encompassing approximately 36,730 acres across three prospective lithium brine basins in Nevada and Utah. Westwater conducted exploration and geological evaluation of these properties in 2017 and will continue to do so in 2018 for potential development of any lithium resources that may be discovered there. The focus of Westwater s uranium business continues to be on advancing the Temrezli in-situ recovery ( ISR ) uranium project in central Turkey when uranium prices permit economic development of this project. Westwater controls extensive exploration properties in Turkey under eight exploration and operating licenses covering approximately 39,000 acres. In Texas, Westwater has two licensed and currently idled uranium processing facilities and approximately 11,000 acres of prospective ISR uranium projects. In New Mexico, Westwater controls mineral rights encompassing approximately 186,000 acres in the prolific Grants Mineral Belt, which is one of the largest concentrations of sandstone-hosted uranium deposits in the world. See Information Relating to Westwater. 12

23 Purchaser Purchaser is a company incorporated under the BCBCA on December 5, Purchaser currently has no material assets and to date, Purchaser has not carried on any business other than the entering into of the Arrangement Agreement and the Voting and Support Agreements. Purchaser is a wholly-owned Subsidiary of Westwater. See Information Relating to Purchaser. Recommendation of the Special Committee The Alabama Graphite Board established the Special Committee comprised of an independent director to review, consider and evaluate the terms of strategic alternatives proposed to Alabama Graphite and other alternatives and to make recommendations to the Alabama Graphite Board with respect thereto. The Special Committee, having undertaken a thorough review of, and having carefully considered, information concerning Alabama Graphite, Westwater and the Arrangement, and after consulting with Echelon, and Miller Thomson, has unanimously determined that the Arrangement is in the best interests of Alabama Graphite and is fair, from a financial point of view, to the Alabama Graphite Securityholders. Accordingly, the Special Committee unanimously resolved to recommend to the Alabama Graphite Board that the Alabama Graphite Board approve the Arrangement and make a recommendation to Alabama Graphite Securityholders to vote in favour of the Arrangement Resolution. See The Arrangement Recommendation of the Special Committee and The Arrangement Reasons for the Recommendation. Recommendation of the Alabama Graphite Board After careful consideration, and following the unanimous recommendation of the Special Committee, the Alabama Graphite Board unanimously determined that the Arrangement is in the best interests of Alabama Graphite and is fair, from a financial point of view, to the Alabama Graphite Securityholders. The Alabama Graphite Board unanimously recommends that Alabama Graphite Securityholders vote FOR the Arrangement Resolution. See The Arrangement Recommendation of the Alabama Graphite Board and The Arrangement Reasons for the Recommendation. Echelon Fairness Opinion Echelon was engaged by the Special Committee pursuant to an engagement agreement dated December 1, 2017 to provide financial advice to the Special Committee and an opinion as to the fairness, from a financial point of view, of the financial consideration to be received in respect of any proposed transaction. Echelon delivered its opinion to the Special Committee to the effect that, based upon and subject to the limitations and assumptions stated in the Echelon Fairness Opinion and such other matters as Echelon considered relevant, Echelon was of the opinion that, as of the date of such opinion, the Consideration to be received by Alabama Graphite Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Alabama Graphite Shareholders. This summary of the Echelon Fairness Opinion is qualified in its entirety by reference to the full text of the Echelon Fairness Opinion. A copy of the Echelon Fairness Opinion, which sets forth the assumptions made, general procedures followed, matters considered and limitations on the review undertaken by Echelon, is attached as Appendix E to this Circular. See The Arrangement Echelon Fairness Opinion. 13

24 Letter of Transmittal A Letter of Transmittal has been mailed, together with this Circular, to each person who was a registered holder of Alabama Graphite Shares on the Record Date. Each registered Alabama Graphite Shareholder must forward a properly completed and signed Letter of Transmittal, with accompanying Alabama Graphite Share certificate(s) and all other required documents, in order to receive the Consideration to which such Alabama Graphite Shareholder is entitled under the Arrangement. It is recommended that Alabama Graphite Shareholders complete, sign and return the Letter of Transmittal with accompanying Alabama Graphite Share certificate(s) to the Depositary as soon as possible. Any Letter of Transmittal, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by an Alabama Graphite Shareholder except that all Letters of Transmittal will be automatically revoked if the Depositary is notified in writing by Alabama Graphite, Westwater and Purchaser that the Arrangement Agreement has been terminated. If a Letter of Transmittal is automatically revoked, the certificate(s) representing the Alabama Graphite Shares received with the Letter of Transmittal will be promptly returned to the Alabama Graphite Shareholder submitting the same to the address specified in the Letter of Transmittal. See The Arrangement Letter of Transmittal. No Fractional Shares In no event shall any Alabama Graphite Securityholder be entitled to a fractional Westwater Share. Where the aggregate number of Westwater Shares to be issued to a person as consideration under or as a result of the Arrangement would result in a fraction of a Westwater Share being issuable, the number of Westwater Shares to be received by such Alabama Graphite Securityholder shall be rounded down to the nearest whole Westwater Share and no person will be entitled to any compensation in respect of a fractional Westwater Share. The Arrangement Agreement The Arrangement Agreement provides for the Arrangement and matters related thereto. Under the Arrangement Agreement, Alabama Graphite has agreed to, among other things, call the Securityholder Meeting to seek the approval of Alabama Graphite Securityholders for the Arrangement Resolution and, if approved, apply to the Court for the Final Order. See The Arrangement Agreement. Procedure for the Arrangement to Become Effective The Arrangement will be implemented by way of a Court approved Plan of Arrangement under Division 5 of Part 9 the BCBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective: the Arrangement must be approved by the Alabama Graphite Securityholders in the manner set forth in the Interim Order; and the Court must grant the Final Order approving the Arrangement. In addition, the Arrangement will only become effective if all other conditions precedent to the Arrangement set out in the Arrangement Agreement have been satisfied or waived by the appropriate party. For a description of the other conditions precedent see The Arrangement Agreement Conditions Precedent to the Arrangement. See The Arrangement Procedure for the Arrangement to Become Effective. 14

25 Court Approval The Arrangement requires approval by the Court under Division 5 of Part 9 of the BCBCA. Prior to the mailing of this Circular, Alabama Graphite obtained the Interim Order providing for the calling and holding of the Securityholder Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached hereto as Appendix C. A copy of the notice of petition in respect of the hearing of Alabama Graphite s application for the Final Order is attached hereto as Appendix D. Subject to the approval of the Arrangement Resolution by the Alabama Graphite Securityholders at the Securityholder Meeting, the hearing of Alabama Graphite s application for the Final Order is scheduled to take place on March 19, 2018 at 9:45 a.m. at the Supreme Court of British Columbia located at 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. Any Alabama Graphite Securityholder who wishes to participate, appear, to be represented, and to present evidence or arguments at the hearing must file and serve a Response to Petition and satisfy the other requirements of the Court, as directed in the Interim Order appended hereto as Appendix C and as the Court may direct in the future. In the event that the hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those persons having previously served a Response to Petition in compliance with the Interim Order will be given notice of the new date. Participation in the hearing of Alabama Graphite s application for the Final Order, including who may participate and present evidence or argument and the procedure for doing so, is subject to the terms of the Interim Order and any subsequent direction of the Court. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the Arrangement and the rights of every person affected. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. If the Court approves the Arrangement with amendments, depending on the nature of the amendments, Alabama Graphite, Westwater and Purchaser may agree not to complete the transaction contemplated by the Arrangement Agreement. See The Arrangement Court Approval. Dissent Rights Under the Interim Order, registered holders of Alabama Graphite Shares are entitled to Dissent Rights only if they follow the procedures specified in the BCBCA, as modified by the Interim Order and the Plan of Arrangement. Persons who are beneficial owners of Alabama Graphite Shares registered in the name of an Intermediary who wish to dissent should be aware that only registered Alabama Graphite Shareholders are entitled to Dissent Rights. Accordingly, a beneficial owner of Alabama Graphite Shares desiring to exercise this right must make arrangements for the Alabama Graphite Shares beneficially owned by such Alabama Graphite Shareholder to be registered in the Alabama Graphite Shareholder s name prior to the time the written objection to the Arrangement Resolution is required to be received by Alabama Graphite or, alternatively, make arrangements for the registered holder of such Alabama Graphite Shares to dissent on the Alabama Graphite Shareholder s behalf. If you wish to exercise Dissent Rights, you should review the requirements summarized in this Circular carefully and consult with your legal advisor. See Rights of Dissenting Alabama Graphite Shareholders and Appendix G of this Circular. See Rights of Dissenting Alabama Graphite Shareholders. Stock Exchange Listing and Reporting Issuer Status The Westwater Shares currently trade on NASDAQ under the symbol WWR. Westwater will apply to list the Westwater Shares issuable under the Arrangement on NASDAQ and it is a condition of closing that Westwater will have obtained approval for this listing (subject to customary conditions). 15

26 If the Arrangement is completed, Westwater and Purchaser intend to have the Alabama Graphite Shares delisted from the TSXV and the Frankfurt Exchange. Certain Canadian Federal Income Tax Considerations of the Arrangement for Alabama Graphite Shareholders A summary of certain Canadian federal income tax considerations for Alabama Graphite Shareholders who participate in the Plan of Arrangement is set out under the heading Certain Canadian Federal Income Tax Considerations. Alabama Graphite Shareholders should carefully review the tax considerations applicable to them under the Plan of Arrangement and are urged to consult their own tax advisors about the possible Canadian federal income tax consequences of the Plan of Arrangement. See Certain Canadian Federal Income Tax Considerations. Risk Factors There are a number of risk factors relating to the Arrangement, the business of Alabama Graphite, the business of Westwater, the business of the Combined Company and the Westwater Shares all of which should be carefully considered by Alabama Graphite Securityholders. See Risk Factors Risks Related to the Arrangement, Information Relating to Alabama Graphite Risk Factors, Information Relating to Westwater Risk Factors and Risk Factors Risks Related to the Combined Company. 16

27 Date, Time and Place GENERAL INFORMATION ABOUT THE MEETING AND VOTING The Securityholder Meeting will be held at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1 on March 9, 2018 at 11:00 a.m. (Eastern Standard time). Record Date The Record Date for determining the Alabama Graphite Shareholders entitled to receive notice of and to vote at the Securityholder Meeting is January 31, Other than registered holders of Alabama Graphite Options and Alabama Graphite Warrants, only Alabama Graphite Shareholders of record as of the close of business (Eastern Standard time) on the Record Date are entitled to receive notice of and to vote at the Securityholder Meeting. Solicitation of Proxies This Circular is furnished by management of Alabama Graphite in connection with the solicitation of proxies for use at the Securityholder Meeting to be held on March 9, 2018 at 11:00 a.m. (Eastern Standard time) at the offices of Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, and at any postponements or adjournments of the Securityholder Meeting. The solicitation of proxies by this Circular is being made by or on behalf of management of Alabama Graphite. It is expected that the solicitation will be made primarily by mail, but proxies may also be solicited by telephone, over the internet, in writing or in person. In addition, Alabama Graphite has retained the services of Laurel Hill Advisory Group to solicit proxies for a fee of approximately $32,500, plus additional out-of-pocket expenses. The cost of the solicitation will be borne by Alabama Graphite. As at the date of this Circular, no director of Alabama Graphite has informed management in writing that he or she intends to oppose any action intended to be taken by management at the Securityholder Meeting. Quorum A quorum for the transaction of business at a meeting of Alabama Graphite Shareholders is present at the Securityholder Meeting if one Alabama Graphite Shareholder is present in person or represented by proxy. Persons Entitled to Vote Only registered Alabama Graphite Securityholders are entitled to vote in person at the Securityholder Meeting. Each registered Alabama Graphite Shareholder has one vote for each Alabama Graphite Share held at the close of business on the Record Date. Alabama Graphite Optionholders and Alabama Graphite Warrantholders are entitled to one vote for every Alabama Graphite Share into which their Alabama Graphite Options and Alabama Warrants may be converted as of the close of business on the Record Date. As of the Record Date, there were 145,315,187 Alabama Graphite Shares, 4,550,000 Alabama Graphite Options and 26,804,730 Alabama Graphite Warrants outstanding. To the knowledge of the directors and executive officers of Alabama Graphite, no persons or corporations beneficially owned, directly or indirectly, or exercised control or direction over, Alabama Graphite Shares carrying 10% or more of the voting rights attached to all outstanding Alabama Graphite Shares as at the Record Date. Registered Alabama Graphite Securityholders If you are a registered Alabama Graphite Securityholder, there are two ways in which you can vote your Alabama Graphite Securities. You can either vote in person at the Securityholder Meeting or you can vote 17

28 by proxy. As indicated on the applicable enclosed form of proxy, you may vote your Alabama Graphite Securities by mail, phone or internet following the instructions provided. Voting by Proxy If you do not plan to come to the Securityholder Meeting, you can have your vote counted by appointing someone who will attend at the Securityholder Meeting as your proxyholder. In the applicable enclosed form of proxy, you can either direct your proxyholder as to how you want your Alabama Graphite Securities to be voted or you can let your proxyholder choose for you. If you appoint a proxyholder, you may revoke your proxy if you decide to attend the Securityholder Meeting and wish to vote your Alabama Graphite Securities in person (see Revocation of Proxies below). Voting in Person Registered Alabama Graphite Securityholders who wish to attend the Securityholder Meeting and to vote their Alabama Graphite Securities in person do not need to complete a proxy form. Your vote will be taken and counted at the Securityholder Meeting. Please register with the transfer agent, Computershare Investor Services Inc., upon your arrival at the Securityholder Meeting. Beneficial Alabama Graphite Shareholders Alabama Graphite Shareholders whose Alabama Graphite Shares are not registered in their own name and are held through a bank, broker or other intermediary, are referred to in this Circular as Beneficial Alabama Graphite Shareholders. If you are a Beneficial Alabama Graphite Shareholder, your Intermediary will have provided to you a voting instruction form. Please return your instructions as specified in the voting instruction form. Beneficial Alabama Graphite Shareholders who wish to attend the Securityholder Meeting and vote in person (or appoint someone else to attend the Securityholder Meeting and vote on such Beneficial Alabama Graphite Shareholder s behalf) can appoint themselves (or someone else) as a proxyholder by following the applicable instructions on the voting instruction form. Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, the majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( Broadridge ). Broadridge typically mails its voting instruction form ( VIF ), which may be scanned, in lieu of the form of proxy. Beneficial Alabama Graphite Shareholders will be requested to complete and return the VIF to Broadridge by mail or facsimile. Alternatively, Beneficial Alabama Graphite Shareholders can call a toll-free telephone number or access the internet to vote. The toll-free number and website will be provided by Broadridge on its voting instruction form. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Alabama Graphite Shares to be represented at the Securityholder Meeting. A Beneficial Alabama Graphite Shareholder cannot use a VIF to vote Alabama Graphite Shares directly at the Securityholder Meeting, as the VIF must be returned as directed by Broadridge in advance of the Securityholder Meeting in order to have the Alabama Graphite Shares voted. Additionally, Alabama Graphite may utilize Broadridge s QuickVote service to assist Alabama Graphite Shareholders with voting their Alabama Graphite Shares. Certain beneficial Alabama Graphite Shareholders who have not objected to knowing who they are (non objecting beneficial owners) may be contacted by Laurel Hill to conveniently obtain a vote directly over the phone. Alabama Graphite will arrange for copies of its meeting materials for the Securityholder Meeting to be delivered to objecting beneficial owners ( OBOs ) and is responsible for paying the fees and costs of Intermediaries for their services in delivering proxy-related materials to OBOs in accordance with National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer. Applicable regulatory policy requires Intermediaries to whom meeting materials have been sent to seek voting instructions from OBOs in advance of the Securityholder Meeting. Every Intermediary has its own 18

29 mailing procedures and provides its own return instructions, which should be carefully followed by OBOs in order to ensure that their Alabama Graphite Shares are voted at the Securityholder Meeting. Often, the form of proxy supplied to an OBO by its Intermediary is identical to that provided to registered Alabama Graphite Shareholders. However, its purpose is limited to instructing the registered Alabama Graphite Shareholder how to vote on behalf of the OBO. OBOs are requested to complete and return the voting instruction form in accordance with the instructions set out on that form. The voting instruction form must be returned as directed well in advance of the Securityholder Meeting in order to have the Alabama Graphite Shares voted. OBOs that wish to attend the Securityholder Meeting and vote in person (or appoint someone else to attend the Securityholder Meeting and vote on such OBOs behalf) can appoint themselves (or someone else) as proxyholder by following the applicable voting instructions. Beneficial Alabama Graphite Shareholders are not entitled, as such, to vote in person at the Securityholder Meeting in person or to deliver a form of proxy. Beneficial Alabama Graphite Shareholders should carefully follow the voting instructions they receive, including those on how and when voting instructions are to be provided, in order to have their Alabama Graphite Shares voted at the Securityholder Meeting. Proxies A proxy is a document that authorizes someone else to attend the Securityholder Meeting and cast the votes for a registered Alabama Graphite Securityholder. Registered Alabama Graphite Securityholders are being sent a form of proxy for the Securityholder Meeting permitting them to appoint a person to attend and act as proxyholder at the Securityholder Meeting. Registered Alabama Graphite Securityholder may use the applicable enclosed form of proxy or any other valid proxy form to appoint a proxyholder. The enclosed forms of proxy authorize the proxyholder to vote and otherwise act for a registered Alabama Graphite Securityholder at the Securityholder Meeting, including any continuation after postponement or adjournment of the Securityholder Meeting. Appointment of Proxyholders Three forms of proxy accompany this Circular, a proxy applicable to Alabama Graphite Shareholders, a proxy applicable to Alabama Graphite Warrantholders and a proxy applicable to Alabama Graphite Optionholders. The persons named in the enclosed form of proxy applicable to Alabama Graphite Shareholders are Tyler Dinwoodie, President and Corporate Secretary, and Gareth Hatch, Interim CEO. The persons named in the enclosed form of proxy applicable to Alabama Graphite Warrantholders and Optionholders are Tyler Dinwoodie, President and Corporate Secretary, and Gareth Hatch, Interim CEO. An Alabama Graphite Securityholder has the right to appoint a person (who need not be a Alabama Graphite Shareholder) to represent that Alabama Graphite Securityholder at the Securityholder Meeting other than the persons designated in the applicable form of proxy. You may exercise such right by inserting the name in full of the desired person in the blank space provided in the applicable form of proxy. If you leave the space on the proxy form blank, the directors and officers of Alabama Graphite named in the applicable enclosed form of proxy are appointed to act as your proxyholder. To be valid, a proxy must be signed by an Alabama Graphite Securityholder or Alabama Graphite Securityholder s attorney authorized in writing or, if a Alabama Graphite Securityholder is a corporation, by a duly authorized officer or attorney. Proxies for Alabama Graphite Shareholders must be received by Computershare Investor Services Inc., c/o Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, in the enclosed envelope, by mail or by hand delivery by 11:00 a.m. (Eastern Standard time) on March 7, 2018 (or if the Securityholder Meeting is postponed or adjourned, at least 48 hours (excluding non-business Days) prior the date of the postponed or adjourned Securityholder Meeting). Proxies for Alabama Graphite Warrantholders and Alabama Graphite Optionholders must be received by Take It Public Services Inc., c/o Alabama Graphite Corp., West Pender Street, Vancouver, British Columbia V6C 2T7, in the enclosed envelope, by mail or by hand delivery, by 11:00 a.m. (Eastern Standard time) on March 7, 2018 (or if the Securityholder Meeting is postponed or adjourned, at least 48 hours (excluding non- 19

30 Business Days) prior the date of the postponed or adjourned Securityholder Meeting). Failure to properly complete or deposit a proxy may result in its invalidation. The time limit for the deposit of proxies may be waived by the Alabama Graphite Board at its discretion without notice. Voting of Proxies If you have properly filled out, signed and delivered your proxy, then your proxyholder can vote your Alabama Graphite Securities for you at the Securityholder Meeting. The Alabama Graphite Securities represented by the proxy will be voted or withheld from voting in accordance with the instructions of the Alabama Graphite Securityholder on any ballot that may be called for and, if the Alabama Graphite Securityholder specifies a choice with respect to any matter to be acted upon, the Alabama Graphite Securities will be voted accordingly. If a choice is not so specified with respect to any such matter, and the persons named in the enclosed forms of proxy have been appointed as proxyholder, the Alabama Graphite Securities represented by such proxy will be voted IN FAVOUR of the approval of the Arrangement Resolution. The enclosed forms of proxy confers discretionary authority upon the proxy nominee with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Securityholder Meeting. If any such amendments or variations are proposed to the matters described in the Notice of Meeting or if any other matters properly come before the Securityholder Meeting, the proxyholder may vote your Alabama Graphite Securities as he or she considers best. The Alabama Graphite Board is not currently aware of any amendments to the matters to be presented for action at the Securityholder Meeting or of any other matters to be presented for action at the Securityholder Meeting. Revocation of Proxies In addition to revocation in any other manner permitted by Law, an Alabama Graphite Securityholder who has given a proxy may revoke it by: (a) (b) (c) in the case of Alabama Graphite Shareholders, executing a proxy applicable to Alabama Graphite Shareholders bearing a later date and by delivering it to Computershare Investor Services Inc. c/o Proxy Department at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 before 11:00 a.m. (Eastern Standard time) on March 7, 2018, or at least 48 hours (excluding non-business Days) prior to any reconvened Securityholder Meeting in the event of an adjournment of the Securityholder Meeting; in the case of Alabama Graphite Warrantholders and Alabama Graphite Optionholders, executing a proxy applicable to Alabama Graphite Warrantholders and Alabama Graphite Optionholders bearing a later date and by delivering it to Take It Public Services Inc., c/o Alabama Graphite Corp., West Pender Street, Vancouver, British Columbia V6C 2T7 before 11:00 a.m. (Eastern Standard time) on March 7, 2018, or at least 48 hours (excluding non-business Days) prior to any reconvened Securityholder Meeting in the event of an adjournment of the Securityholder Meeting; or executing a valid notice of revocation and delivering such notice to (i) Alabama Graphite at 907 Blossom Street, Kingston, Ontario K7P 0N2, Attention: Tyler W.P. Dinwoodie, President, at any time up to and including the last Business Day preceding the day of the Securityholder Meeting, or any adjournment of the Securityholder Meeting, or (ii) the Chair of the Securityholder Meeting at the Securityholder Meeting prior to the commencement of voting in respect of the Arrangement Resolution. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation. 20

31 THE ARRANGEMENT Background to the Arrangement For the past couple of years, Alabama Graphite has searched for and considered a wide breadth of strategies to support the development of its projects and, more broadly, its business while attempting to enhance value for Alabama Graphite Shareholders. In September 2016, Alabama Graphite completed two private placement offerings of an aggregate amount of 12,041,083 units at a price of $0.15 per unit, for aggregate gross proceeds to Alabama Graphite of approximately $1,806,163. Understanding that the net proceeds from this private placement were, on their own, insufficient for allowing Alabama Graphite to achieve its long-term business objectives, management began searching for a significant strategic partner in the Fall of Among other things, Alabama Graphite held lengthy discussions, exchanged information and completed site visits with a major Southern United States electric power and utility company. Following months of advanced dialogue and information exchanges, these efforts did not ultimately result in a transaction or strategic partnership. Although Alabama Graphite was viewed as an interesting potential partner or opportunity, it had not yet completed its feasibility study and was considered too early stage for an upstream investment by a utility company that was principally seeking an energy storage solution. In 2017, Alabama Graphite predominantly focused on developing downstream value-added graphite products with the intention of capturing greater future profit margins in the battery materials supply chain, whereby such improved profit margin forecasts could be included in Alabama Graphite s upcoming feasibility study for its Coosa Project. In May 2017, Alabama Graphite completed a private placement offering of an aggregate amount of 8,840,000 units at a price of $0.15 per unit, for aggregate gross proceeds to Alabama Graphite of $1,326,000. However, the net proceeds from this private placement were also insufficient for allowing Alabama Graphite to complete its medium-term principal business objectives, particularly as they relate to Alabama Graphite s feasibility study and downstream product development. As a result, Alabama Graphite continued to search for a significant financial and/or strategic partner to support the development of its Coosa Project and downstream product line. As part of this search, Alabama Graphite explored the following potential strategic pathways: Convertible debt financing: Alabama Graphite considered a convertible debt financing with a London, United Kingdom-managed offshore investment fund. However, ultimately, no such financing was completed because Alabama Graphite was unlikely to be in a position to satisfy all of the conditions precedent relating to the financing. Earn-in agreement: Alabama Graphite discussed an earn-in arrangement involving its whollyowned subsidiary, Alabama Graphite Company, Inc., whereby the earn-in partner would earn an equity interest in this subsidiary as a result of funding the continued development of the property, reaching certain milestones and then commissioning the mine. However, discussions were abandoned as it became clear that no agreement would be reached with the mining company that was the counter party in these discussions. Joint venture or off-take arrangements: During the Fall of 2017, Alabama Graphite s executives travelled to Japan and met with representatives from the research and development subsidiary of a large Japanese automotive and industrial conglomerate. A confidentiality agreement had been signed earlier and the parties were able to have a productive meeting about: the battery materials supply chain; graphite; novel research and development ideas such as adding additional enhancement materials to the graphite as well as spheronizing the flakes; and a possible joint venture agreement between the companies. During this same trip to Japan, Alabama Graphite s executives also made an initial presentation to a large Japanese industrial and technological conglomerate with the goal of introducing Alabama Graphite as a potential future supplier of battery-ready graphite. Following these promising early phase meetings, Alabama Graphite determined that any significant progress related to joint venture or off-take agreements that may 21

32 arise out of these new relationships would likely be many quarters or even years away due to the expected pace at which these corporations would be able to make such decisions. Engagement of financial advisor: In June 2017, Alabama Graphite engaged a United Kingdombased financial advisor for the purpose of finding a practical and feasible financing solution for Alabama Graphite. However, the financial advisor failed to identify any such financing solution and as a result, Alabama Graphite terminated this engagement in November Additional alternative financings: Alabama Graphite also engaged in discussions with a Canadian-based investment dealer as well as an Ontario-based exempt market dealer in regards to such dealers potentially facilitating: a traditional price discounted unit (common share plus warrant) offering; a price discounted equity private placement with a concurrent share lending transaction; a compliant gypsy-swap style equity offering; or two different convertible debt financings that were also discussed in detail with term sheets being exchanged. Alabama Graphite s goals with the terms of these potential offerings were that any investor-feasible financing could not be too expensive or onerous to Alabama Graphite in terms of interest, costs or covenants, or be too price-discounted and dilutive in terms of the issuance of securities, including incentive warrants. However, the alternatives that were presented were considered by management to not meet the minimum criteria and therefore, were not in the best interests of Alabama Graphite and its stakeholders. Collaboration with Westwater: Alabama Graphite met with Westwater beginning in March 2017 to explore a potential collaboration and business venture between the two companies. The parties met in person to discuss the potential business arrangement when attending the Prospectors & Developers Association of Canada Conference in Toronto in March 2017 and the Mines & Money Conference in New York City in May The parties entered into a confidentiality agreement on May 9, 2017 to help facilitate the process. These discussions led to the delivery of the following from Westwater to Alabama Graphite: (i) an expression of interest letter dated August 24, 2017; and (ii) an indicative offer letter dated September 7, 2017 (the Indicative Offer ). The Indicative Offer, which was conditional and non-binding, proposed that Alabama Graphite Shareholders exchange their Alabama Graphite Shares for Westwater Shares on the basis of a 1:0.10 exchange ratio. Also on September 7, 2017 the management of Alabama Graphite and the Alabama Graphite Board responded to Westwater, and on September 8, 2017, Westwater confirmed that it would continue to pursue discussions with the Alabama Graphite Board. On September 12, 2017, the Chair of the Alabama Graphite Board provided a formal response to the Indicative Offer, confirming that Alabama Graphite had received the Indicative Offer and was undertaking a comprehensive review thereof within the context of Alabama Graphite s circumstances and strategic alternatives. On September 18, 2017, the Alabama Graphite Board met to, among other things, consider the following: the merits of the Indicative Offer and whether the expected terms thereof would be acceptable to, and in the best interests of, Alabama Graphite and its stakeholders, as well as the process and plan for completing such an examination; the potential costs to Alabama Graphite with regards to undertaking a fulsome review of the Indicative Offer; the appropriateness of creating an independent special committee and if deemed appropriate, its mandate and composition; defensive tactics in the event that a hostile take-over bid or similar shareholder activist activity was initiated; the expected path for the Alabama Graphite Board to follow in regards to facilitating a reasonable and informed review of the Indicative Offer and any potential alternatives; and 22

33 an update on the status of various potential projects and initiatives of Alabama Graphite. The following day, the Alabama Graphite Board met again and resolved to create the Special Committee. The Special Committee was tasked with: (i) assessing the reasonableness of the Indicative Offer; (ii) identifying and examining all possible reasonable alternatives to the Indicative Offer; and (iii) undertaking a stakeholders review. During the meeting, the Alabama Graphite Board confirmed the mandate of the Special Committee and discussed the timing of the Special Committee s review of the Indicative Offer. Further, the Alabama Graphite Board deliberated on the appropriateness of disclosing the creation of the Special Committee, particularly in light of the fact that public disclosure may draw the attention of other potential financial or strategic partners. The Special Committee consisted of Dr. Gareth Hatch, who was selected on the basis of being independent of management and possessing the experience to add to the special committee process. On September 19, 2017, the Special Committee held its first meeting to discuss its mandate and plan of review, including the following: investigate the merits of the Indicative Offer; determine whether the Indicative Offer fairly values Alabama Graphite on an en bloc basis; investigate whether the all-stock consideration being offered is speculative in nature; consider whether it is reasonable to expect that the Indicative Offer could be materially improved through negotiation; and determine whether Alabama Graphite is instead ready for an auction process or whether Alabama Graphite s present circumstances and timing would only result in an opportunistic, strong-armed and/or coercive offer as compared to what could reasonably be expected to be achieved once some additional progress and milestones are accomplished. The Special Committee confirmed its objectives in light of its mandate and more broadly, the business judgment rule. Through the use of a formal process for investigation and analysis, the Special Committee discussed the importance of: (i) being well-informed about the Indicative Offer and the current state of Alabama Graphite, as well as all relevant facts in respect thereof (in terms of finances, operations, the status of current negotiations relating to potential financings and the business, etc.); and (ii) being able to demonstrate that the Special Committee made an informed decision in respect of the Indicative Offer which falls within a range of possible reasonable outcomes. After weighing the pros and cons, management of Alabama Graphite decided that it was in the best interests of Alabama Graphite and its stakeholders to announce the Indicative Offer, and on September 20, 2017, Alabama Graphite issued a press release that it had received the Indicative Offer and in response, created a Special Committee to consider the Indicative Offer. The press release described the Indicative Offer but did not identify Westwater by name. On September 25, 2017, Westwater s Canadian legal counsel, Stikeman Elliott LLP, called Alabama Graphite s counsel, Miller Thomson LLP, to discuss the press release, the confidentiality agreement dated May 9, 2017 and plans for the companies representatives to engage further regarding Westwater s non-binding Indicative Offer. On September 26, 2017, the Special Committee met to: (i) provide an update on its review of the Indicative Offer and discussions between the respective legal counsels of Alabama Graphite and Westwater; and (ii) expand on the roadmap that the Special Committee was to follow in order to make a reasoned and well-informed decision in respect of the Indicative Offer. On October 17, 2017, the Alabama Graphite Board convened with legal counsel to provide an update on the status of the Special Committee s review of the Indicative Offer. 23

34 On October 19, 2017, the Special Committee met to: (i) provide a status update with regards to recent communications and reports received from management; and (ii) discuss which follow-up questions and diligence requests should be communicated to the legal counsels of Westwater. On October 23, 2017, Alabama Graphite s United Kingdom-based financial advisor presented a written report to the Special Committee and provided an update on various financing projects that were being pursued by Alabama Graphite. At the meeting, Alabama Graphite s financial advisor also provided its informal analysis of Westwater and the Indicative Offer. Against the backdrop of the then current and near-term financial state of Alabama Graphite, as well as the Special Committee s ongoing review of the Indicative Offer, Alabama Graphite continued to have conversations with Westwater with a view towards identifying a practicable financial solution. On October 27, 2017, Alabama Graphite formally submitted a counteroffer to the Indicative Offer. As Alabama Graphite and Westwater continued to assess the merits of the potential transaction, the parties exchanged due diligence request lists as part of their ongoing review of one another and the merits of the transaction. On November 14, 2017, Alabama Graphite expressed its willingness to meet with Westwater to advance a path forward on a proposed transaction that could mutually benefit both parties and their respective stakeholders. Alabama Graphite also requested that a newly-revised Indicative Offer be provided by Westwater, along with indicative details of any interim financing that could be provided during negotiations. Consequently, Alabama Graphite met with Westwater at its corporate offices in Centennial, Colorado on November 20 and 21, On November 23, 2017, Alabama Graphite and Westwater entered into a non-binding letter of intent setting out the anticipated terms of both an interim loan financing and the Arrangement (the November 23, 2017 LOI ). Throughout November 2017, the Special Committee continued to hold meetings with the purpose of advising the Alabama Graphite Board and management on the above matters. During some of these meetings, the Special Committee received information about best practices in regards to obtaining a fairness opinion. After reviewing and canvassing a list of candidates for providing an independent fairness opinion in respect of the Arrangement, Alabama Graphite engaged Echelon on December 1, 2017, on a non-contingent, fixed-fee basis to provide the fairness opinion and advise on any known alternative courses of action. Following the execution of the non-binding November 23, 2017 LOI, the parties pursued the negotiation and development of binding agreements. On December 1, 2017 the Special Committee contacted Echelon and formally engaged Echelon pursuant to an engagement agreement dated December 1, 2017 to provide financial advisory services to the Special Committee of the Alabama Graphite Board in connection with the Arrangement, including Echelon s opinion as to the fairness to the Shareholders, from a financial point of view, of the consideration to be received by the Alabama Graphite Shareholders pursuant to the Arrangement. On December 7, 2017, the Special Committee and the Alabama Graphite Board met and Echelon presented its fairness analysis based upon the figures found in the then draft interim loan financing documents and draft Arrangement Agreement. Echelon s conclusion at this meeting was that: (i) the proposed transaction was within the range of valuations obtained from the analyses conducted; (ii) the consideration offered was higher than the median point for a majority of the analysis methods that were used; and (iii) the proposed transaction was fair, from a financial point of view, to Alabama Graphite Shareholders. Echelon was also not able to identify any reasonable or feasible alternative transactions or strategies for Alabama Graphite. In addition, Echelon noted that if the contemplated transactions with Westwater were terminated, then Alabama Graphite s ability to continue as a going concern would be in serious question. The Alabama Graphite Board unanimously resolved to accept the recommendation of the Special Committee that the Echelon fairness analysis be accepted as a fair valuation of the proposed Arrangement (on the basis of the parameters used to conduct it); to use the Echelon fairness analysis 24

35 and associated Echelon Fairness Opinion in furtherance of the finalization of the interim loan financing and the Arrangement, and to communicate these facts to representatives of Westwater. On December 10, 2017, the Alabama Graphite Board met to discuss the progress in obtaining conditional approval of the proposed loan financing documents and Arrangement Agreement, the necessary steps required to execute these documents, and the unanimous written consent resolutions that would be required to authorize Alabama Graphite to execute the documents. Pursuant to the terms of the Arrangement, certain management, staff, and directors of Alabama Graphite, including holders affiliated with Alabama Graphite s directors and officers, entered into Option Surrender Agreements and Warrant Surrender Agreements, as applicable, and surrendered an aggregate of 4,883,337 Alabama Graphite Warrants and 8,741,000 Alabama Graphite Options on December 13, These surrenders were completed in order to maximize the amount of Consideration available to the Alabama Graphite Securityholders pursuant to the Arrangement. As such, Westwater is not required to issue replacement securities for these surrendered Alabama Graphite Securities. On December 13, 2017, the Alabama Graphite Board unanimously passed the written consent resolutions authorizing Alabama Graphite to enter into the interim loan financing and Arrangement Agreements. It subsequently met on the same day to review the next steps required for the Arrangement. The Alabama Graphite Board unanimously recommends that Alabama Graphite Securityholders approve the Arrangement. Recommendation of the Special Committee of the Alabama Graphite Board The Alabama Graphite Board established the Special Committee comprised of an independent director to review, consider and evaluate the terms of strategic alternatives proposed to Alabama Graphite and other alternatives and to make recommendations to the Alabama Graphite Board with respect thereto. The Special Committee retained Echelon to act as independent financial advisor to the Special Committee and to provide the Echelon Fairness Opinion. Echelon has given an opinion to the effect that, based upon and subject to the limitations and assumptions stated in the Echelon Fairness Opinion and such other matters Echelon considered relevant, Echelon was of the opinion that, as of the date of such opinion, the Consideration to be received by the Alabama Graphite Shareholders pursuant to the Arrangement was fair, from a financial point of view, to such Alabama Graphite Shareholders. The Special Committee, having undertaken a thorough review of, and having carefully considered, information concerning Alabama Graphite, Westwater and the Arrangement, and after consulting with Echelon and Miller Thomson, has unanimously determined that the Arrangement is in the best interests of Alabama Graphite and is fair to the Alabama Graphite Securityholders. Accordingly, the Special Committee unanimously resolved to recommend to the Alabama Graphite Board that the Alabama Graphite Board approve the Arrangement and make a recommendation to Alabama Graphite Securityholders to vote in favour of the Arrangement Resolution. Recommendation of the Alabama Graphite Board After careful consideration, and following the unanimous recommendation of the Special Committee, the Alabama Graphite Board unanimously determined that the Arrangement is in the best interests of Alabama Graphite and is fair to the Alabama Graphite Securityholders. The Alabama Graphite Board unanimously recommends that Alabama Graphite Securityholders vote FOR the Arrangement Resolution. Reasons for the Recommendations In reaching its unanimous determination that it is advisable and in the best interests of Alabama Graphite to complete the Arrangement and to recommend that Alabama Graphite s Securityholders vote in favor of the Arrangement in the absence of a Superior Proposal, the Alabama Graphite Board and the Special Committee consulted and received advice from its financial and legal advisors as well as Alabama Graphite s management and considered a number of factors, including the following: 25

36 Ongoing Concern Questions: Echelon was also not able to identify any reasonable or feasible alternative transactions or strategies for Alabama Graphite. In addition, Echelon noted that if the contemplated transactions with Westwater were terminated, then Alabama Graphite s ability to continue as a going concern would be in serious question. Immediate Interim Funding: Westwater agreed to provide Alabama Graphite with immediate interim funding to resolve Alabama Graphite s current working capital deficit, to pay outstanding payables, and to fund its essential operations until the close of the Arrangement, which is targeted for early second quarter of This interim funding was very significant as compared to the probable alternative, which would likely have involved a highly dilutive, deeply-discounted common share and warrant offering by Alabama Graphite that still would have faced some deal completion and timing risks and related uncertainties. Value per Share Significantly Close to Market Price: Westwater has offered Alabama Graphite Securityholders consideration that, at the time the Arrangement Agreement was agreed to, was significantly close to the market price of the Alabama Graphite Shares prior to the announcement of the proposed Arrangement. Pursuant to the Arrangement Agreement, each issued and outstanding Alabama Graphite Share will be purchased by Westwater and the holder thereof will receive 0.08 of one Westwater Share (the Exchange Ratio ), which represented a value of approximately CAD$0.113 per Alabama Graphite Share based upon the closing price of USD$1.10 for Westwater s Shares on NASDAQ on December 12, 2017, the last trading date before the Arrangement Agreement was announced. The share Exchange Ratio represented a discount of approximately 5.7% to the closing price of Alabama Graphite s Shares on the TSXV on December 12, It is expected that this puts the holders of Alabama Graphite s Shares in a better value position as compared to the feasible alternative transactions or resulting circumstances. Fairness Opinion: The Alabama Graphite Board and Special Committee considered the independent fairness opinion provided by Echelon which stated that, as at December 11, 2017 and based upon and subject to the assumptions, limitations and qualifications stated in the fairness opinion, the consideration proposed to be paid to Alabama Graphite Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Alabama Graphite Shareholders. Price Discovery and Determination Process: The Alabama Graphite Board and Special Committee considered that, although it was not able to negotiate a higher price from Westwater, the price at which Alabama Graphite s Shares are to be acquired pursuant to the Arrangement was principally negotiated between well-informed parties with high degrees of knowledge and due diligence regarding Alabama Graphite and its business, and under circumstances where no collateral benefits are expected to be provided to any related party or Alabama Graphite s management. In addition, at numerous times during the past two years Alabama Graphite had pursued several potential significant transactions including, but not limited to: a strategic partnership with a major utility company; joint venture arrangements; an earn-in agreement; debt financing agreements; a spin-off and bifurcation of its business; various merger and acquisition ideas and scenarios involving strategic acquirers; and other capital market alternatives. While some of these potential projects did not evolve beyond being early conceptual ideas, the Alabama Graphite Board, the Special Committee and members of Alabama Graphite s management had become aware, through this process of canvassing alternatives, of the valuation range that could be expected under various scenarios. In addition, Echelon was engaged by the Special Committee to both provide the Echelon Fairness Opinion and provide advice regarding any known alternative courses of action, which it was able to do. A Superior Proposal is Unlikely: Echelon advised the Special Committee that it is unlikely that a Superior Proposal will materialize. The Special Committee believes there are several reasons for this, including: (i) there is a very small market of players or candidates for strategic acquisitions in the graphite sub-sector of the mineral exploration and development industry and many of these participants have been in contact with Alabama Graphite and are either fully invested or consumed with the development of their current properties or do not have the financial resources 26

37 to develop any additional properties or mineral projects at this time; and (ii) it is unlikely that a significant change of control proposal or significant investment will arise from a purely financial player or institutional investor since Alabama Graphite s mineral property assets are at the preproduction stage and are not capable of producing revenues and profits without further exploration and development work (in the form of a feasibility study and related downstream value-added processing research and development). In the graphite sub-sector in Canada, financial investors (as opposed to strategic investors) are not generally expected to have an appetite for significant investments until after the completion of a bankable feasibility study coupled with an off-take agreement with a significant customer resulting in reasonably predictable cash flows and timing expectations. A Bird in Hand : Alabama Graphite has been in a process for the past two years to search for ways to find significant funding to not only sustain itself but to meet its growth and project development plans. While it became apparent to the Alabama Graphite Board and the Special Committee that short term solutions are and have been considered feasible, if pursued determinedly, these short term solutions were becoming limited to significantly discounted and dilutive financing solutions that would not be consistent with maximizing shareholder value. Accordingly, one of the important considerations to the Alabama Graphite Board and the Special Committee in regard to pursuing and approving the transaction with Westwater was to obtain the interim loan financing and join forces with an impressive mineral development company with, among other strengths, superior financial resourcefulness. Alabama Graphite has received this important interim funding from Westwater and, if the Arrangement is completed, Alabama Graphite will face less future financing risk than it would likely have faced under the alternative scenarios. Alabama Graphite s Coosa Project and Future Graphite Production Will Be A Priority For Westwater: Although the shareholders of the Combined Company will have exposure to a portfolio of important 21 st Century green energy materials projects (graphite, lithium and uranium), Westwater s priority following the closing of the Arrangement is expected to be graphite and the Coosa Project. In an Alabama Graphite press release dated December 13, 2017 Westwater s chief executive officer Chris Jones said This is a transformational merger for our shareholders that positions our combined company as having assembled a formidable portfolio of American must-have green-energy mineral projects, with the Coosa Project being our new priority core asset. We will be meeting with all stakeholders and state regulatory entities shortly and we are full speed ahead with development of the project in Alabama. [emphasis added] The Alabama Graphite Board and the Special Committee believe it is important that the continued development of Alabama Graphite s current business is expected to be prioritized by Westwater following the completion of the Arrangement. This will allow Alabama Graphite Shareholders to continue to have their presumably desired economic exposure to the United States graphite industry through an equity security in a small capitalization company with capable management that is prioritizing the Coosa Project, while at the same time own a portion of a corporation with a portfolio of green energy mineral projects and expected superior financial resourcefulness. Potential Synergies: The Alabama Graphite Board and Special Committee considered that the Arrangement may result in several synergies or situations that may be accretive or conducive to creating and maximizing future shareholder value, including but not limited to: (i) the Combined Company will be headquartered in Centennial, Colorado (a suburb of Denver) and some potential customers (including U.S. governmental departments or other U.S. customers who may be influenced by U.S. protectionist policies or US domestic security of supply concerns) may prefer to deal with a US-domiciled and controlled supplier rather than a Canadian one; (ii) there may be equity valuation benefits from both asset diversification and product synergies related to Westwater s lithium and uranium project portfolios; (iii) the Combined Company may be more attractive to investment research coverage by green-energy sector analysts; and (iv) there may be cost savings due to the potential elimination of duplicative head office and management expenses. The Arrangement Agreement Represents the Current Best Terms that Westwater is Willing to Offer: After receiving Westwater s proposal, the Special Committee was able to negotiate several 27

38 changes to the terms which eventually resulted in the Arrangement Agreement that was executed on December 13, The Alabama Graphite Board and the Special Committee believe that the Arrangement Agreement represents the current maximum consideration and best terms that Westwater is willing to offer to Alabama Graphite and the Alabama Graphite Securityholders. The Valuation of Westwater s Shares: The market price of Westwater s Shares as traded on NASDAQ has fallen since its 52-week high in early 2017 and has also declined modestly during the three months prior to the date of the Arrangement Agreement. The Alabama Graphite Board and the Special Committee believe that these circumstances may enhance the upside appreciation potential or otherwise minimize the downside potential for Alabama Graphite Shareholders as compared to if the Arrangement Agreement and the Exchange Ratio were agreed to and settled at a time when Westwater s Shares were trading at or near their 52-week highs. The Terms of the Arrangement Agreement: Under the Arrangement Agreement, the Alabama Graphite Board remains able to respond, in accordance with its fiduciary duties, to unsolicited proposals that are more favourable to Alabama Graphite and its securityholders as compared to the Arrangement. A third party can still make an unsolicited take-over bid or other proposal to Alabama Graphite and its securityholders if any such third party desires. The Supporting Shareholders who have executed the Voting and Support Agreements are not expected to control the outcome of the Securityholder Meeting. Accordingly, the Alabama Graphite Board and Special Committee believe that a reasonable opportunity exists for any yet undiscovered acquirer that may exist to emerge and present a Superior Proposal if it chooses to do so. Secondary Market Liquidity: The Alabama Graphite Board and the Special Committee believe that at times the value of the Alabama Graphite Shares may have suffered from a liquidity discount. Specifically, at certain times the volume of Alabama Graphite Shares traded on certain trading days in the secondary marketplaces was not substantial, or at least not substantial enough for significant positions to be entered or exited in a relatively short period of time without having an influence on the market price. This liquidity risk may have had an influence on prices. Following the completion of the Arrangement, the Alabama Graphite Board and the Special Committee believe that the Westwater Shares are expected to have better liquidity on the NASDAQ marketplace as compared to Alabama Graphite s past periodic experiences of lower volumes and lower liquidity prior to the completion of the Arrangement. Dissent Rights: Registered Alabama Graphite Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise their dissent rights and receive the fair value of their Alabama Graphite Shares in accordance with the Plan of Arrangement. Approval Opportunity, Thresholds and Procedures: The Alabama Graphite Board and the Special Committee considered that it was appropriate under the circumstances to allow Alabama Graphite Shareholders the opportunity to consider and approve or reject the proposed transaction rather than deny the Alabama Graphite Shareholders this opportunity. The Alabama Graphite Board and the Special Committee considered the fact that the Arrangement Resolution must be approved by two-thirds of the votes cast in person or by proxy at the Securityholders Meeting to be protective of the rights of Alabama Graphite Shareholders. The Arrangement must also be approved by the Court, which will consider the fairness of the Arrangement to all Alabama Graphite Securityholders, thereby adding another protection for securityholders. In the course of its deliberations, the Alabama Graphite Board and the Special Committee also considered a variety of risks and other potentially negative factors concerning the Arrangement, including the following: the risk that the Arrangement will be delayed or will not be completed, including the risk that required approvals may not be obtained; 28

39 the Westwater Shares are listed for trading on NASDAQ and trade in U.S. dollars which will expose Alabama Graphite Shareholders to foreign exchange risk should they continue to hold the Westwater Shares that they receive upon the completion of the Arrangement; Alabama Graphite Shareholders collective ownership in Westwater following the completion of the Arrangement will be diluted as compared to their current collective interest in Alabama Graphite; the Arrangement could result in taxation consequences for Alabama Graphite Shareholders earlier than may otherwise have been the case since the share exchange may be considered to be a disposition and subsequent acquisition by the shareholder and not a rollover for income tax purposes; the uncertainty inherent in the future trading price of Westwater Shares; the uncertainty inherent in Westwater s plans for future projects and the impact of these projects on the future trading price of Westwater Shares; that Alabama Graphite will be required to bear the costs associated with negotiating the Arrangement Agreement and attempting to close the Arrangement even if it is not ultimately completed; that substantial management time and effort will be required to effectuate the Arrangement and the related disruption to Alabama Graphite s day-to-day operations during the pendency of the Arrangement; and that the terms of the Arrangement Agreement place restrictions on the conduct of Alabama Graphite s business prior to completion of the Arrangement, which may delay or prevent Alabama Graphite from undertaking business opportunities that may arise prior to completion of the Arrangement, and the resultant risk if the Arrangement is not completed. The foregoing summary of the information and factors considered by the Alabama Graphite Board and the Special Committee is not, and is not intended to be, exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Arrangement, the Alabama Graphite Board and the Special Committee did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor considered in reaching its conclusion and recommendation. The Alabama Graphite Board and the Special Committee s recommendations were made after consideration of all of the above-noted factors and in light of the Alabama Graphite Board and the Special Committee s collective knowledge of the business, financial condition and prospects of Alabama Graphite, and were also based upon the advice of its financial advisor and the legal advisors. In addition, individual members of the Alabama Graphite Board and the Special Committee may have assigned different weights to different factors. Echelon Fairness Opinion Introduction Echelon was retained to prepare and deliver to the Special Committee its written opinion as to whether the Consideration to be received by the Alabama Graphite Shareholders pursuant to the Arrangement, is fair, from a financial point of view, to the Alabama Graphite Shareholders. Echelon rendered its opinion, subsequently confirmed in the Fairness Opinion, that based upon, and subject to the assumptions, limitations, qualifications and other matters contained in the Fairness Opinion, as of December 11, 2017, the Consideration to be received by the Alabama Graphite Shareholders pursuant to the Arrangement was fair, from a financial point of view, to the Alabama Graphite Shareholders. The full text of the Fairness Opinion, dated as of December 11, 2017, which sets forth, among other things, the assumptions made, matters considered and qualifications and limitations which the Fairness Opinion is subject to, is attached to this Circular as Appendix E. Alabama Graphite Shareholders are 29

40 encouraged to read the entire opinion carefully and in its entirety. The description of the Fairness Opinion set forth below is qualified in its entirety by reference to the full text of the Fairness Opinion. Engagement of Echelon Echelon was formally engaged by the Special Committee pursuant to an engagement agreement dated December 1, 2017 (the Engagement Agreement ). Under the terms of the Engagement Agreement, Echelon is entitled to receive a fixed fee payment from Alabama Graphite following delivery of the Fairness Opinion to the Special Committee. No fees are, or were, payable to Echelon under the Engagement Agreement that are contingent upon the conclusion reached by Echelon in the Fairness Opinion, Alabama Graphite s entering into the Arrangement Agreement, or the successful completion of the Arrangement or any other transaction. In addition, Alabama Graphite has agreed to reimburse Echelon for all of its reasonable out-of-pocket expenses incurred in respect of its engagement under the Engagement Agreement and to indemnify Echelon (and its affiliates and their respective directors, officers, employees, agents and consultants) against certain liabilities arising in connection with the Fairness Opinion and the financial advisory and professional services rendered to the Special Committee. Credentials of Echelon Echelon is a Canadian registered investment dealer, and investment banking firm headquartered in Toronto, with offices in Montreal, Vancouver, Ottawa, Calgary, Victoria and Oakville. Echelon is a member or participating organization of the Toronto Stock Exchange and TSX Venture Exchange. Echelon offers an integrated platform of equity research, institutional sales and trading, investment banking, and private client services. Echelon s capital markets department provides investment banking services in the areas of business and securities valuations, fairness opinions, corporate finance transactions, and strategic advice regarding acquisitions, divestitures and mergers of middle-market companies in a variety of sectors, including industrials and diversified industries. Echelon has experience in transactions involving valuations and fairness opinions of stock exchange listed companies. The Fairness Opinion represents the opinion of Echelon and the form and content of the Fairness Opinion have been reviewed and approved for release by a committee of senior investment banking professionals of Echelon. The committee members are professionals experienced in providing valuations and fairness opinions for mergers and acquisitions as well as providing capital markets advice. Independence of Echelon Neither Echelon nor any of its affiliates or associates is an insider, associate or affiliate (as such terms are defined in the Securities Act (British Columbia) or the rules made thereunder) of Alabama Graphite or Westwater or any of their respective subsidiaries, associates or affiliates (collectively, the Interested Parties ). Echelon is not acting as an advisor, financial or otherwise, to any Interested Party in connection with the Arrangement, other than to the Special Committee pursuant to the Engagement Agreement, or in connection with any other transaction. There are no other understandings, agreements, or commitments between Echelon and any of the Interested Parties with respect to any current or future business dealings which would be material to the Fairness Opinion. Echelon may, in the ordinary course of its business, provide financial advisory or investment banking services to the Interested Parties from time to time. In addition, in the ordinary course of its business, Echelon acts as a trader and dealer, both as principal and agent, in Canadian financial markets and, as such, may have, today or in the future, positions in the securities of the Interested Parties, and, from time to time, may have executed or may execute transactions on behalf of the Interested Parties or other clients for which it received or may receive compensation. In addition, as an investment dealer, Echelon conducts research on securities, and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to the Interested Parties. Scope of Review In connection with rendering the Fairness Opinion, Echelon has reviewed and relied upon, or carried out, among other things, the following: 30

41 In the case of Alabama Graphite: (a) Information in respect of the transaction including the Indicative Offer, the November 23, 2017 LOI and draft Arrangement Agreement received on December 4, 2017; (b) (c) (d) Financial model provided in Alabama Graphite s data room; Technical Report filed on SEDAR on November 18, 2015, and a Preliminary Economic Assessment filed on SEDAR on November 27, 2015, on the Coosa Project (as defined below) of Alabama Graphite (collectively, the NI Reports ); Historic audited annual financial statements and Management s Discussion and Analysis ( MD&A ) for the fiscal years ended August 31, 2015 and 2016; (e) Draft unaudited financial statements for the fiscal year ended August 31, 2017; (f) Quarterly financial statements and MD&A s filed between the period beginning March 1, 2017 and ending May 31, 2017, and the period beginning June 1, 2017 and ending August 31, 2017; (g) Management information circular filed on SEDAR on May 8, 2017; (h) (i) Alabama Graphite s press releases, material change reports and other continuous disclosure documents filed on SEDAR since December 29, 2016; Alabama Graphite s trading and capital markets data; (j) Cash balance of Alabama Graphite as at December 4, 2017; (k) Accounts payable and receivables of Alabama Graphite as at December 4, 2017; (l) (m) (n) Draft loan agreement between Alabama Graphite and Westwater; 6-month indiscretionary and discretionary budget; and Other relevant documents and materials in Alabama Graphite s data room. In the case of Westwater: (a) Information in respect of the transaction including the Indicative Offer, the November 23, 2017 LOI and draft Arrangement Agreement received on December 4, 2017; (b) Form 10-K for the fiscal year ended December 31, 2016; (c) (d) (e) (f) (g) Form 10-Q s filed for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017; Technical reports of Westwater completed on various projects; Temrezli Project Pre-Feasibility Study dated February 5, 2014 provided in Westwater s data room; Cebolleta & Juan Tafoya project econometric model; Westwater s news releases, Form 8-K s, Schedule 14A s and other material disclosure documents filed on their corporate website since March 2, 2017; 31

42 (h) (i) (j) Draft loan agreement between Alabama Graphite and Westwater; Westwater s trading and capital markets data; and Other relevant documents and materials in Westwater s data room. In addition to the information detailed above, Echelon has further reviewed, considered and relied upon, among other things, the following: (a) (b) (c) A draft of the Arrangement Agreement; Information with respect to selected precedent merger and acquisition transactions Echelon considered relevant; and Other information, analysis, investigations and discussions as Echelon considered relevant and appropriate in the circumstances. Assumptions and Limitations The Fairness Opinion is subject to the assumptions, qualifications, and limitations set forth below. Echelon has not been asked to prepare, and has not prepared, a formal valuation or appraisal of any of the assets or securities of Alabama Graphite or Westwater or any of their respective affiliates and the Fairness Opinion should not be construed as such. The Fairness Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of IIROC, but IIROC has not been involved in the preparation or review of the Fairness Opinion. Echelon has relied upon, and has assumed the completeness, accuracy, and fair presentation of all financial and other information, data, advice, opinions and representations obtained by Echelon from public sources, or provided to Echelon by Alabama Graphite or Westwater (or any of their respective affiliates or advisors), or otherwise obtained by Echelon pursuant to their engagement, and the Fairness Opinion is conditional upon such completeness, accuracy and fair presentation. Echelon has not attempted to independently verify the accuracy, completeness, or fairness of presentation of any such information, data, advice, opinions and representations. Echelon did not meet with the auditors of Alabama Graphite or Westwater, and has assumed the accuracy and fair presentation of the audited and unaudited financial statements of Alabama Graphite and Westwater, and, as applicable, the reports of the auditors thereon. Echelon did not meet with the qualified persons of Alabama Graphite or Westwater nor did they meet with the authors of the NI Reports or the authors of the technical reports of Westwater, and has assumed the accuracy and fair presentation of such reports of Alabama Graphite and Westwater. Echelon has relied upon, and has assumed the completeness, accuracy, and fair presentation of all data and information publicly filed by Alabama Graphite and Westwater, and Echelon has not conducted any due diligence or other investigation on Alabama Graphite or Westwater. Echelon has also assumed that there is no undisclosed material information or change relating to Alabama Graphite or Westwater. With respect to the historical financial data, operating and financial forecasts, and budgets provided to Echelon concerning Alabama Graphite, and relied upon in Echelon s financial analyses, Echelon has assumed that they have been reasonably prepared on bases reflecting the most reasonable assumptions, estimates, and judgements of management of Alabama Graphite, having regard to Alabama Graphite s business, plans, financial condition, and prospects. Echelon has also assumed that the Arrangement will be completed substantially in accordance with its terms and all applicable laws, and that the Arrangement Agreement and the Circular will disclose all material facts relating to the Arrangement and will satisfy all applicable legal requirements. Echelon has 32

43 assumed that the Arrangement Agreement will not differ materially from the form of the drafts reviewed by them. Alabama Graphite has represented to Echelon, pursuant to an officer s certificate dated December 11, 2017, that, among other things, the information (financial or otherwise), data, documents, and other materials of whatsoever nature or kind provided to Echelon by or on behalf of Alabama Graphite regarding Alabama Graphite and its subsidiaries and their respective assets, including, without limitation, the written information and discussions concerning Alabama Graphite referred to above under the heading Scope of Review (collectively, the Information ), are true, complete, and correct at the date the Information was provided to Echelon, and that, since the date on which the Information was provided to Echelon, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations, or prospects of Alabama Graphite or any of its affiliates and no material change has occurred in the Information, or any part thereof, which would have or which would reasonably be expected to have a material effect on the Fairness Opinion. The Fairness Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to Alabama Graphite, nor does it address the underlying business decision to implement the Arrangement. Echelon is not a legal, tax or accounting expert, and Echelon expresses no opinion concerning any legal, tax, or accounting matters concerning the Arrangement, or the sufficiency of the Fairness Opinion for such purposes. Echelon has relied upon, without independent verification, the assessment by Alabama Graphite and its legal, tax and accounting advisors with respect to such matters. The Fairness Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at December 11, 2017, and the conditions and prospects, financial and otherwise, of Alabama Graphite as they are reflected in the Information, and as they were represented to Echelon in its discussions with management of Alabama Graphite and its affiliates and advisors. In its analyses, and in connection with the preparation of the Fairness Opinion, Echelon made numerous assumptions with respect to performance, general business, markets, economic conditions, and other matters, many of which are beyond the control of any party involved in the Arrangement. The Fairness Opinion has been provided solely to the Alabama Graphite Board and the Special Committee for its exclusive use only in considering the Arrangement and, except for the inclusion of the Fairness Opinion in its entirety, and a summary thereof in this Circular, may not be published, disclosed to any other person, relied upon by any other person, or used for any other purpose, without the prior written consent of Echelon. The Fairness Opinion is not intended to be and does not constitute a recommendation to any Alabama Graphite Shareholder to accept or reject the Arrangement, nor as an opinion concerning the trading price or value of any securities of Alabama Graphite or Westwater at any time, including following the announcement, completion, or termination of the Arrangement. Echelon believes that its analyses must be considered as a whole, and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Fairness Opinion. The preparation of an opinion is complex, and is not necessarily susceptible to partial analysis or summary description, and any attempt to do so could lead to undue emphasis on any particular factor or analysis. Accordingly, the Fairness Opinion should be read in its entirety. The Fairness Opinion is given as of December 11, Although Echelon reserves the right to change or withdraw the Fairness Opinion if it learns that any of the information that it relied upon in preparing the Fairness Opinion was inaccurate, incomplete, or misleading in any material respect, Echelon disclaims any obligation to change or withdraw the Fairness Opinion, to advise any person of any change that may come to its attention, or to update the Fairness Opinion after the date of the Fairness Opinion. The assessment of fairness of the Consideration, from a financial point of view, must be determined in the context of the particular transaction. Echelon based its conclusion in the Fairness Opinion upon a number of quantitative and qualitative factors including, but not limited to: 33

44 (a) (b) (c) (d) The Consideration payable pursuant to the Arrangement compares favourably with the financial range derived from Echelon s analyses using the Comparable Companies Trading Analysis (as such term is described in Fairness Considerations below); The Consideration payable pursuant to the Arrangement compares favourably with the financial range derived from Echelon s analyses using the P/NAV (as defined below) multiples of the Precedent Transactions Analysis (as such term is described in Fairness Considerations below); The Consideration payable pursuant to the Arrangement compares favourably with the financial range derived from Echelon s analysis using the balance sheet Liquidation Analysis (as such term is described in Fairness Considerations below) - which, in the opinion of Echelon, is the only reasonable alternative for Alabama Graphite; Other factors or analyses, which Echelon has judged to be relevant. Echelon did not, in considering the fairness of the Consideration payable pursuant to the Arrangement from a financial point of view, assess any income tax consequences that any particular Alabama Graphite Shareholder may face in connection with the Arrangement. The Fairness Opinion does not address the overall fairness of the Arrangement to the holders of any other class of securities (only the fairness of the Consideration to be received by the Alabama Graphite Shareholders as expressly set out in the Fairness Opinion), creditors or other constituencies of Alabama Graphite, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors, consultants or employees of Alabama Graphite in their capacities as such and in connection with the Arrangement. Fairness Considerations In support of the Fairness Opinion, Echelon has performed certain financial analyses on Alabama Graphite, based on those methodologies and assumptions that Echelon considered appropriate in the circumstances for the purposes of providing its Fairness Opinion. In the context of the Fairness Opinion, Echelon has considered the following (as each such term is described below): (a) (b) (c) (d) (e) (f) (g) Exchange Ratio Analysis; Trading Range; Liquidation Analysis; Comparable Companies Trading Analysis; Precedent Transactions Analysis; Premium Paid Analysis; and Discounted Cash Flow. Exchange Ratio Analysis Echelon reviewed the historical exchange ratios of Alabama Graphite and Westwater over the last 12 months. In doing so, Echelon analyzed the implied exchange ratio of the stock prices by comparing the volume weighted average price ( VWAP ) data for Alabama Graphite and Westwater for 5-days, 10-days, 20-days, 30-days, 60-days, 90-days and 120-days. While the exchange ratio analysis based on these VWAP values has resulted in exchange ratios above the offering price, these values are significantly skewed by the trading activity since September 19,

45 To have a complete picture of the historical exchange ratios, Echelon analyzed the daily exchange ratios over the last 12 months, which has been significantly below the Consideration offered to Alabama Graphite, except for the period following September 19, Trading Range Echelon compared the public trading values of Alabama Graphite over the last 12 months to the Consideration, and has determined that the Consideration is in line with the historical trading data of Alabama Graphite. The trading range for the last 52-week period for Alabama Graphite was between $0.11 and $0.22, placing the Consideration at the bottom of this range. Liquidation Analysis Given the current financial situation of Alabama Graphite, Echelon determined that a liquidation analysis based on the most current balance sheet data of Alabama Graphite was necessary. In addition to the balance sheet data, Echelon estimated the value of the net operating losses in addition to the cost of continuing operations until such liquidation would be completed. As a result of this analysis, the net value to Alabama Graphite Shareholders would be in the range of $0.021 to $0.035 per share. Comparable Companies Trading Analysis Echelon compared public market trading statistics of Alabama Graphite to corresponding data from selected publicly-traded companies that they considered relevant (the Comparable Companies Trading Analysis ). Echelon considered the multiples of price to NAV ( P/NAV ) and Enterprise Value to Resources (EV/Resources ) to be the most relevant metrics for Alabama Graphite in consideration of the Comparable Companies Trading Analysis. Echelon examined P/NAV and EV/Resources multiples for each of the comparable companies and applied a range of selected multiples to the corresponding data of Alabama Graphite to calculate an implied share price of Alabama Graphite. The Comparable Companies Trading Analysis implied P/NAV range of 1.0x to 6.4x, as well as an EV/Resources range of 2.2x to 29.7x, which resulted in an implied share price range of $0.045 to $0.289 for P/NAV and $0.045 to $0.609 for EV/Resources. Precedent Transactions Analysis The precedent transactions analysis considers transaction multiples in the context of the purchase or sale of a public company or assets. Echelon reviewed publicly available information in connection with 8 transactions involving companies that they considered relevant (the Precedent Transactions Analysis ). Echelon considered P/NAV to be the most relevant metrics for Alabama Graphite in consideration of precedent transactions. The Precedent Transactions Analysis implied a P/NAV range of 0.6x to 3.6x, and a share price range of $0.026 to $ Premium Paid Analysis Echelon compared the premiums represented by the consideration, calculated with reference to the 10- day VWAP and 20-day VWAP of Alabama Graphite s respective share prices on the TSXV as at September 19, 2017 to premiums paid for shares of target companies in select change of control transactions (the Precedent Premiums ) considered by Echelon to be relevant (the Premium Paid Analysis ). The mean premium to the 10-day VWAP and 20-day VWAP with respect to the Precedent Premiums were approximately 25.6% and 25.3%, respectively. If these premiums were applied to the share price of Alabama Graphite as at September 19, 2017, the implied share price would have been in the range of $0.141 to $ Discounted Cash Flow The Discounted Cash Flow ( DCF ) approach separately considers each mining, exploration and financial 35

46 asset, for which individual values are estimated through the application of the methodology viewed as most appropriate in the circumstances, net of obligations and liabilities, including reclamation and closure costs. Under the DCF approach, the NPV (as defined below) for Alabama Graphite s mining assets produce a total operating asset value, from which the present value of general and administrative expenses as well as the financial assets and liabilities attributable to Alabama Graphite are added or subtracted. For this analysis, Echelon discounted the after-tax, future free cash flows of Alabama Graphite s mining assets over the life of the asset at a prescribed discount rate to generate a present value (the NPV ). All forecasts of future free cash flow for Alabama Graphite s mining assets were based on Alabama Graphite operating estimates, using spot and consensus pricing. The DCF approach considers a variety of financial methodologies in the context of individual assets and explicitly addresses the unique characteristics of Alabama Graphite s mining assets from a long-term operating and production perspective. The DCF approach also requires that certain assumptions be made to derive the NPV including, among other things, commodity pricing, mining operations, capital investment, working capital, and discount rates. As part of the DCF analysis, Echelon performed a range of sensitivity analyses on a variety of factors. This included calculating a range of estimated share prices for Alabama Graphite implied by the DCF utilizing a range of commodity prices and a range of discount rates. Principle Steps of the Plan of Arrangement Under the Plan of Arrangement, commencing at the Effective Time, the following principal events shall occur and shall be deemed to occur in the following sequence (at one minute intervals starting at the Effective Time) without any further authorization, act or formality, other than the filing with the Registrar of Companies for British Columbia of an amalgamation application in the prescribed form: (a) each of the following steps shall occur simultaneously: (i) (ii) (iii) (v) each Alabama Graphite Share outstanding immediately prior to the Effective Time (other than any Alabama Graphite Share in respect of which an Alabama Graphite Shareholder has validly exercised, and has not withdrawn or been deemed to have withdrawn, its Dissent Right, and Alabama Graphite Shares held Westwater or any affiliate thereof) shall be transferred to, and acquired by Purchaser, without any further act or formality on the part of the holder of such Alabama Graphite Share or Purchaser, free and clear of all Liens, and the name of each such Alabama Graphite Shareholder will be removed from the register of holders of Alabama Graphite Shares and added to the register of holders of Westwater Shares, and Purchaser will be recorded as the registered holder of such Alabama Graphite Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; in exchange for each Alabama Graphite Share transferred pursuant to the paragraph above, Westwater shall issue the Consideration to each Alabama Graphite Shareholder who transferred such Alabama Graphite Share; Purchaser shall issue to Westwater, as consideration for Westwater issuing the Consideration, that number of common shares of Purchaser equal in value to the aggregate Consideration; and there shall be added to the capital of the Purchaser for its common shares an amount equal to the fair market value of the Consideration issued by Westwater pursuant to the Arrangement; (b) each Alabama Graphite Share outstanding immediately prior to the Effective Time held by an Alabama Graphite Shareholder in respect of which Dissent Rights have been validly exercised and have not been withdrawn or deemed to have been withdrawn shall be deemed to have been transferred without any further act or formality, to Purchaser, free and clear of any Liens, in 36

47 consideration for a debt claim against Purchaser in an amount and payable in accordance with the Plan of Arrangement, and: (i) (ii) (iii) such Alabama Graphite Shareholder will cease to be the holder of such Dissenting Shares and will cease to have any rights as a holder of such Alabama Graphite Shares other than the right to be paid fair value for such Dissenting Shares as set out in the Plan of Arrangement; such Alabama Graphite Shareholder s name will be removed as the registered holder of such Dissenting Shares from the registers of Alabama Graphite Shares maintained by or on behalf of Alabama Graphite; and Purchaser will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens. (c) (d) (e) (f) each Alabama Graphite Option outstanding immediately prior to the Effective Time shall be exchanged for an option (each, a Replacement Option ) to acquire from Westwater the number of Westwater Shares equal to the product of: (A) the number of Alabama Graphite Shares subject to the Alabama Graphite Option immediately before the Effective Time, and (B) 0.08 of a Westwater Share, provided that if the foregoing would result in the issuance of a fraction of a Westwater Share, then the number of Westwater Shares otherwise issued shall be rounded down to the nearest whole number of Westwater Shares. The exercise price per Westwater Share subject to any such Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Alabama Graphite Share subject to such Alabama Graphite Option immediately before the Effective Time divided by (B) 0.08 (provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, all terms and conditions of each Replacement Option, including the vesting schedule, term to expiry, conditions to and manner of exercising, shall be the same as the terms of the Alabama Graphite Option exchanged therefor pursuant to the Alabama Graphite Stock Option Plan and any agreement evidencing the grant thereof prior to the Effective Time, except notwithstanding the termination provisions in the Alabama Graphite Stock Option Plan, that such Replacement Option shall provide that a director or officer of Alabama Graphite that ceases to be a director or officer of Alabama Graphite may exercise his or her Replacement Options for 90 days following the date such director or officer ceases to be a director or officer of Alabama Graphite and that all others including, but not limited to, employees and consultants of Alabama Graphite, may exercise his, her or its Replacement Options for 30 days following the date such other person ceases to be employed by or provide services to Alabama Graphite. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option will be increased, with effect at and from the Effective Time, such that the In- The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Alabama Graphite Option immediately before the exchange; in accordance with the terms of the Alabama Graphite Warrant Agreements, each holder of an Alabama Graphite Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder s Alabama Graphite Warrant, in accordance with its terms, and shall accept in lieu of each Alabama Graphite Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, 0.08 of a Westwater Share; the capital of Alabama Graphite for its common shares shall be reduced to $1; and Alabama Graphite and Purchaser shall merge to form one corporate entity ( Amalco ) with the same effect as if they had amalgamated under Division 3 of Part 9 of the BCBCA, except that the legal existence of Alabama Graphite shall not cease and Alabama Graphite shall survive the merger. For greater certainty, with effect from the time of the amalgamation: 37

48 (i) (ii) (iii) (iv) (v) (vi) all of the property and liabilities of Alabama Graphite and Purchaser shall become property and liabilities of Amalco; the amount added to the capital of the Amalco for its common shares shall be an amount equal to the capital of the Purchaser for its common shares immediately prior to the amalgamation; the issued and outstanding common shares of the Purchaser will become issued and outstanding common shares of Amalco and the outstanding Alabama Graphite Shares of held by the Purchaser shall be cancelled without any repayment of capital in respect of those shares; the name of Amalco shall be "Alabama Graphite Corp."; the registered and records offices of Amalco shall be the registered and records offices of the Purchaser; and except as set out in (iv) above, the Notice of Articles and Articles of Amalco shall be the same as the Notice of Articles and Articles of the Purchaser as in effect immediately before the amalgamation. Procedure for the Arrangement to Become Effective The Arrangement will be implemented by way of a Court approved Plan of Arrangement under Division 5 of Part 9 the BCBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective: the Arrangement must be approved by the Alabama Graphite Securityholders in the manner set forth in the Interim Order; and the Court must grant the Final Order approving the Arrangement. In addition the Arrangement will only become effective if all other conditions precedent to the Arrangement set out in the Arrangement Agreement have been satisfied or waived by the appropriate party. For a description of the other conditions precedent see The Arrangement Agreement Conditions Precedent to the Arrangement. Alabama Graphite Securityholder Approval The Alabama Graphite Board recommends that Alabama Graphite Securityholders vote FOR the Arrangement Resolution. To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of: (i) at least two-thirds of the votes cast on the Arrangement Resolution by Alabama Graphite Shareholders present in person or represented by proxy at the Securityholder Meeting; and (i) at least two-thirds of the votes cast on the Arrangement Resolution by Alabama Graphite Securityholders present in person or represented by proxy at the Securityholder Meeting. Voting and Support Agreements On December 13, 2017, Westwater and the Purchaser entered into the Voting and Support Agreements with each of the directors and officers of Alabama Graphite (the Supporting Shareholders ). The Voting and Support Agreements set forth, among other things, the agreement of such directors and officers to vote their Alabama Graphite Shares in favour of the Arrangement and any other matter necessary for the consummation of the Arrangement. As of December 13, 2017, 6,129,241 of the outstanding Alabama Graphite Shares were subject to the Voting and Support Agreements, representing approximately 4.28% of the outstanding Alabama Graphite Shares. As of the Record Date, 6,129,241 of the outstanding Alabama Graphite Shares were subject to the Voting and Support Agreements, representing approximately 4.22% of the outstanding Alabama Graphite Shares. 38

49 The Voting and Support Agreements require voting support and prevent Supporting Shareholders from exercising Dissent Rights. Each Supporting Shareholder has agreed to vote any Alabama Graphite Shares owned legally or beneficially by the Supporting Shareholder (directly or indirectly) or over which he or she exercises control or direction (directly or indirectly) in favour of the Arrangement and against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the completion of the Arrangement. Under the terms of the Support Agreements, Westwater and the Purchaser have acknowledged that any Supporting Shareholder who is also a director or officer of Alabama Graphite is bound under the Voting and Support Agreement only in such person s capacity as an Alabama Graphite Shareholder, and not in his or her capacity as a director or officer. The Voting and Support Agreements terminate upon: (i) mutual agreement; (ii) a party s election following certain breaches of the other party s covenants, representations or warranties; or (iii) automatically following the termination of the Arrangement Agreement in accordance with the terms thereof. The preceding is a summary of the principal terms of the Voting and Support Agreements. This summary does not purport to be complete and is qualified in its entirety by the complete text of the Voting and Support Agreements, copies of each which are available on SEDAR at Court Approval The Arrangement requires approval by the Court under Division 5 of Part 9 of the BCBCA. Prior to the mailing of this Circular, Alabama Graphite obtained the Interim Order providing for the calling and holding of the Securityholder Meeting, the Dissent Rights and other procedural matters. A copy of the Interim Order is attached hereto as Appendix C. A copy of the notice of petition in respect of the hearing of Alabama Graphite s application for the Final Order is attached hereto as Appendix D. Subject to the approval of the Arrangement Resolution by the Alabama Graphite Securityholders at the Securityholder Meeting, the hearing of Alabama Graphite s application for the Final Order is scheduled to take place on March 19, 2018 at 9:45 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, at the Courthouse at 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. Any Alabama Graphite Securityholder who wishes to participate, appear, to be represented, and to present evidence or arguments at the hearing must file and serve a response to petition (a Response to Petition ) and satisfy the other requirements of the Court, as directed in the Interim Order appended hereto as Appendix C and as the Court may direct in the future. In the event that the hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those persons having previously served a Response to Petition in compliance with the Interim Order will be given notice of the new date. Participation in the hearing of Alabama Graphite s application for the Final Order, including who may participate and present evidence or argument and the procedure for doing so, is subject to the terms of the Interim Order and any subsequent direction of the Court. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the Arrangement and the rights of every person affected. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. If the Court approves the Arrangement with amendments, depending on the nature of the amendments, Alabama Graphite, Westwater and Purchaser may agree not to complete the transaction contemplated by the Arrangement Agreement. The Court has been advised that the Final Order granted by the Court will constitute the basis for the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof with respect to the Westwater Shares, Replacement Options and Underlying Shares, as applicable, to be issued pursuant to the Arrangement. See Regulatory Matters U.S. Securities Law Matters. 39

50 Letter of Transmittal A Letter of Transmittal has been mailed, together with this Circular, to each person who was a registered holder of Alabama Graphite Shares on the Record Date. Each registered Alabama Graphite Shareholder must forward a properly completed and signed Letter of Transmittal, with accompanying Alabama Graphite Share certificate(s), in order to receive the Consideration to which such Alabama Graphite Shareholder is entitled under the Arrangement. It is recommended that Alabama Graphite Shareholders complete, sign and return the Letter of Transmittal with accompanying Alabama Graphite Share certificate(s) to the Depositary as soon as possible. Any use of the mail to transmit a certificate for Alabama Graphite Shares and a related Letter of Transmittal is at the risk of the Alabama Graphite Shareholder. If these documents are mailed, it is recommended that registered mail, with return receipt requested, properly insured, be used. Whether or not Alabama Graphite Shareholders forward the certificate(s) representing their Alabama Graphite Shares, upon completion of the Arrangement on the Effective Date, Alabama Graphite Shareholders will cease to be Alabama Graphite Shareholders as of the Effective Date and will only be entitled to receive that number of Westwater Shares to which they are entitled under the Arrangement or, in the case of Alabama Graphite Shareholders who properly exercise Dissent Rights, the right to receive fair value for their Alabama Graphite Shares in accordance with the dissent procedures. See Rights of Dissenting Alabama Graphite Shareholders. The instructions for exchanging certificates representing Alabama Graphite Shares and depositing such share certificates with the Depositary are set out in the Letter of Transmittal and should be reviewed carefully. The Letter of Transmittal also provides instructions with regard to lost certificates. See The Arrangement Exchange Procedure. Any Letter of Transmittal, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by an Alabama Graphite Shareholder except that all Letters of Transmittal will be automatically revoked if the Depositary is notified in writing by Alabama Graphite, Westwater and Purchaser that the Arrangement Agreement has been terminated. If a Letter of Transmittal is automatically revoked, the certificate(s) representing the Alabama Graphite Shares received with the Letter of Transmittal will be promptly returned to the Alabama Graphite Shareholder submitting the same to the address specified in the Letter of Transmittal. Treatment of Outstanding Alabama Graphite Options and Alabama Graphite Warrants Subject to the terms and conditions of the Arrangement Agreement, pursuant to the Plan of Arrangement, each Alabama Graphite Option outstanding immediately prior to the Effective Time shall be exchanged for a Replacement Option to acquire from Westwater the number of Westwater Shares equal to the product of: (A) the number of Alabama Graphite Shares subject to the Alabama Graphite Option immediately before the Effective Time, and (B) 0.08 of a Westwater Share, provided that if the foregoing would result in the issuance of a fraction of a Westwater Share, then the number of Westwater Shares otherwise issued shall be rounded down to the nearest whole number of Westwater Shares. The exercise price per Westwater Share subject to any such Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Alabama Graphite Share subject to such Alabama Graphite Option immediately before the Effective Time divided by (B) 0.08 (provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, all terms and conditions of each Replacement Option, including the vesting schedule, term to expiry, conditions to and manner of exercising, shall be the same as the terms of the Alabama Graphite Option exchanged therefor pursuant to the Alabama Graphite Stock Option Plan and any agreement evidencing the grant thereof prior to the Effective Time, except notwithstanding the termination provisions in the Alabama Graphite Stock Option Plan, that such Replacement Option shall provide that a director or officer of Alabama Graphite that ceases to be a director or officer of Alabama Graphite may exercise his or her Replacement Options for 90 days following the date such director or officer ceases to be a director or officer of Alabama Graphite and that all others including, but not limited to, employees and consultants of Alabama Graphite, may exercise his, her or its Replacement Options for 40

51 30 days following the date such other person ceases to be employed by or provide services to Alabama Graphite. It is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option will be increased, with effect at and from the Effective Time, such that the In-The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Alabama Graphite Option immediately before the exchange. Subject to the terms and conditions of the Arrangement Agreement, pursuant to the Plan of Arrangement and in accordance with the terms of the Alabama Graphite Warrant Agreements, each holder of an Alabama Graphite Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder s Alabama Graphite Warrant, in accordance with its terms, and shall accept in lieu of each Alabama Graphite Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, 0.08 of a Westwater Share. Stock Exchange Listing Westwater will apply to list the Westwater Shares issuable under the Arrangement on NASDAQ and it is a condition of closing that Westwater will have obtained approval for this listing. See The Arrangement Agreement Conditions Precedent to the Arrangement. If the Arrangement is completed, Westwater and Purchaser intend to have the Alabama Graphite Shares delisted from the TSXV and the Frankfurt Exchange. Interest of Certain Parties in the Arrangement In considering the recommendation of the Alabama Graphite Board with respect to the Arrangement, Alabama Graphite Shareholders should be aware that certain members of the Alabama Graphite Board and of Alabama Graphite s management have interests in connection with the transactions contemplated by the Arrangement that may create actual or potential conflicts of interest in connection with such transactions as described below. The Alabama Graphite Board is aware of these interests and considered them along with the other matters described above in The Arrangement Reasons for Recommendations. Ownership of Alabama Graphite Securities The directors and executive officers of Alabama Graphite hold the following Alabama Graphite Securities which will be affected by the Arrangement as described under The Arrangement Description of the Plan of Arrangement. Securities of Alabama Graphite Beneficially Owned, Directly or Indirectly over which Control or Direction is Exercised (1) Name and Province or State and Country of Residence Dr. Gareth P. Hatch Cheshire East, United Kingdom Donald K. D. Baxter Ontario, Canada Douglas C. Bolton Ontario, Canada John A. Chapman Ontario, Canada Position/Title Interim Chief Executive Officer and Director Former Chief Executive Officer Former Chief Financial Officer Interim Chief Financial Officer Alabama Graphite Shares Alabama Graphite Options Alabama Graphite Warrants 81,000 Nil Nil 2,956,000 Nil Nil 100,000 Nil Nil Nil Nil Nil 41

52 Securities of Alabama Graphite Beneficially Owned, Directly or Indirectly over which Control or Direction is Exercised (1) Name and Province or State and Country of Residence Tyler W.P. Dinwoodie Ontario, Canada Jesse R. Edmondson Fayeteville, Arkansas Ann-Marie Pamplin Ontario, Canada Position/Title President and Corporate Secretary Director of Business Development, Director of Government and Community Relations and Project Geologist Vice President, Investor Relations Alabama Graphite Shares Alabama Graphite Options Alabama Graphite Warrants 1,850,000 Nil Nil 190,000 Nil Nil 222,000 Nil Nil Jean Depatie Quebec, Canada Daniel P. Goffaux Quebec, Canada Director 613,571 Nil Nil Director 116,670 Nil Nil Note: (1) Information as to securities of Alabama Graphite beneficially owned, or over which control or direction is exercised, not being within the knowledge of Alabama Graphite, has been furnished by the respective directors and officers. On December 13, 2017, concurrently with the execution of the Arrangement Agreement, directors and senior officers of Alabama Graphite entered into Voting and Support Agreements with Westwater and Purchaser. See The Arrangement Voting and Support Agreements. Termination Payments Alabama Graphite has binding consulting agreements with two officers, Tyler W.P. Dinwoodie (President and Corporate Secretary) and Ann-Marie Pamplin (Vice-President, Investor Relations), that contain both termination clauses and change of control provisions, totalling $440,400, provided the consulting agreements are terminated by Alabama Graphite or the contractor within six months of the event giving rise to the change of control. Insurance Westwater has agreed that, prior to the Effective Date, Alabama Graphite may purchase customary tail policies of directors and officers liability insurance providing protection no less favorable in the aggregate than the protection provided by the policies maintained by Alabama Graphite which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Westwater and the Purchaser will, or will cause Alabama Graphite to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that neither Westwater nor the Purchaser will be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 200% of Alabama Graphite s current annual aggregate premium for policies currently maintained by Alabama Graphite. Depositary Alabama Graphite and Westwater have retained the services of the Depositary for the receipt of the Letters of Transmittal and the certificates representing Alabama Graphite Shares and for the delivery of the Consideration payable for the Alabama Graphite Shares under the Arrangement. The Depositary will 42

53 receive reasonable and customary compensation for its services in connection with the Arrangement, will be reimbursed for certain reasonable out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses in connection therewith. Overview INFORMATION RELATING TO ALABAMA GRAPHITE Alabama Graphite is a Canadian corporation existing under the laws of the Province of British Columbia and is headquartered in Toronto, Ontario. Alabama Graphite was incorporated under the BCBCA on April 13, On August 28, 2012, the company changed its name from Keymark Resources Inc. to Alabama Graphite Corp. Alabama Graphite incorporated Alabama Graphite Company, Inc., a private, wholly-owned subsidiary, in the state of Alabama, United States, on June 26, Alabama Graphite holds 10,000 common shares with a par value of $0.01 of Alabama Graphite Company, Inc., representing 100% of its issued and outstanding share capital. Alabama Graphite is a flake graphite exploration and development company in the business of acquiring, exploring for, and developing graphite mineral properties in the United States. Alabama Graphite operates through its wholly owned subsidiary, Alabama Graphite Company Inc. (a company registered in the State of Alabama). Alabama Graphite is currently engaged in exploration and evaluation of its 100%- owned Coosa graphite property, which covers a 42,000 acre area located in Coosa County, in the State of Alabama and associated secondary processing to produce value-added graphite products, namely Coated Spherical Purified Graphite. Alabama Graphite s secondary processing, battery-ready research and development efforts are intended to find and discover ways to potentially produce downstream valueadded graphite products, which involves further purification, micronization and, in the case of anode material for Li-ion batteries, shaping and coating efforts and capabilities. There has been no determination whether Alabama Graphite s exploration and evaluation assets contain mineral reserves and resources that are economically viable. There is no assurance that Alabama Graphite will eventually be able to commercially produce and sell any downstream, value-added graphite products from the Coosa graphite project or otherwise. Alabama Graphite has a disclosure of its Mineral Resource Estimate and Preliminary Economic Assessment for the Coosa Project in Coosa County, Alabama, USA, filed on SEDAR on November 18, 2015 and November 27, 2015 respectively, which are incorporated by reference into this Circular. Alabama Graphite s Shares are currently listed for trading on the TSXV (symbol CSPG ) and also trade on the OTCQB (symbol CSPGF ) and on the Frankfurt Stock Exchange under the symbol 1AG. Alabama Graphite is a reporting issuer in British Columbia, Alberta and Ontario. Additional information regarding Alabama Graphite is included in documents incorporated by reference into this Circular. See Alabama Graphite Documents Incorporated by Reference. Trading Price and Volume of Alabama Graphite Shares Alabama Graphite is currently trading on the TSXV under the symbol CSPG, on the OTC Markets OTCQB Venture Market ( OTCQB ) under the symbol CSPGF, and on the Frankfurt Stock Exchange under the symbol 1AG. Information regarding the high and low trading prices and trading volumes for Alabama Graphite Shares on a monthly basis for the period from August 1, 2016 to February 6, 2018 on the TSXV and OTCQB are as follows. All references to $ in the following tables are to United States dollars, Euros or Canadian dollars, as indicated below. 43

54 TSXV: Month 2016 August 2016 September 2016 October 2016 November 2016 December January 2017 February 2017 March 2017 April 2017 May 2017 June 2017 July 2017 August 2017 September 2017 October 2017 November 2017 December 2017 High (CAD$) January 2018 February 2018 (1) (1) Up to and including February 6, Low (CAD$) Volume 8,727,750 6,858,300 7,659,150 6,809,060 7,634,490 8,072,040 12,530,250 6,638,040 5,927,690 4,357,620 1,636,650 2,014,810 3,400,810 4,414,850 10,627,660 6,252,340 14,494,157 6,728,464 1,031,914 Frankfurt: Month 2016 August 2016 September 2016 October 2016 November 2016 December January 2017 February 2017 March 2017 April 2017 May 2017 June 2017 July 2017 August 2017 September 2017 October 2017 November 2017 December 2017 High (EUR$) January February 2018 (1) 0.05 (1) Up to and including February 6, Low (EUR$) Volume 319,500 80, , ,500 17,068 39, , , , ,198 49,230 79, , , , , , ,870 73,500 44

55 OTCQB: Month 2016 August 2016 September 2016 October 2016 November 2016 December January 2017 February 2017 March 2017 April 2017 May 2017 June 2017 July 2017 August 2017 September 2017 October 2017 November 2017 December 2017 High (US$) (1) January February 2018 (2) 0.06 (1) Rounded to the nearest cent. (2) Up to and including February 6, Prior Sales Low (US$) (1) Volume 2,228, ,630 1,453, , ,020 1,520,260 2,547,510 2,068,460 1,498,200 1,158, , , , ,260 2,157,080 1,589,800 2,738,075 1,320, ,192 The following table summarizes the issuances and grants of Alabama Graphite Securities by Alabama Graphite during the 12-month period before the date of this Circular: Notes: Date of Grant Security Issued/Granted Number of Securities Price per Security ($) January 3, 2017 Options 760,000 (1) $0.155 January 3, 2017 Options 500,000 (2) $0.155 January, 2017 Common Shares 4,464,586 $0.10 (3) January 23, 2017 Common Shares 275,000 $0.145 (4) January 23, 2017 Common Shares 100,000 $0.155 (4) April 26, 2017 Options 250,000 (5) $0.17 May 5, 2017 Common Shares 5,660,000 (6) $0.15 May 5, 2017 Warrants 5,773,750 (6) $0.15 May 10, 2017 Common Shares 3,180,000 (7) $0.15 May 10, 2017 Warrants 3,209,400 (7) $0.15 May 10, 2017 Options 1,250,000 (8) $0.15 May 10, 2017 Options 525,000 (9) $0.16 (1) These stock options were granted to consultants and advisors of Alabama Graphite to acquire 760,000 common shares at an exercise price of $0.155 per share for a period of up three years. (2) These stock options were granted to a consultant to acquire 500,000 common shares at an exercise price of $0.155 per share 45

56 for a period of four years. (3) These common shares were issued pursuant to the exercise of Alabama Graphite Warrants. Price per Security refers to the exercise price of the Alabama Graphite Warrants. (4) These common shares were issued pursuant to the exercise of Alabama Graphite Options. Price per Security refers to the exercise price of the Alabama Graphite Options. (5) These stock options were granted to a consultant to acquire 250,000 common shares at an exercise price of $0.17 per common shares for a period of four years. (6) These securities were issued as part of a private placement of 5,660,000 units at a price of $0.15 per unit. Each unit comprised of one common share and one Alabama Graphite Warrant. Each one whole Alabama Graphite Warrant entitles the holder to purchase one additional common share at an exercise price of $0.20 per share until May 5, In connection with the private placement, Alabama Graphite issued 113,750 agent s warrants. Each agent s warrant entitles the holder to purchase one unit at a price of $0.15 per unit on or before May 5, (7) These securities were issued as part of a private placement of 3,180,000 units at a price of $0.15 per unit. Each unit comprised of one common share and one Alabama Graphite Warrant. Each one whole Alabama Graphite Warrant entitles the holder to purchase one additional common share at an exercise price of $0.20 per share until May 10, In connection with the private placement, Alabama Graphite issued 29,400 agent s warrants. Each agent s warrant entitles the holder to purchase one unit at a price of $0.15 per unit on or before May 10, (8) These stock options were granted to directors and consultants to acquire 1,250,000 common shares at an exercise price of $0.15 per common share for a period of four years. (9) These stock options were granted to a consultant to acquire 525,000 common shares at an exercise price of $0.16 per share for a period of 42 months. Pursuant to the terms of the Arrangement, certain management, staff, and directors of Alabama Graphite surrendered an aggregate of 4,883,337 Alabama Graphite Warrants and 8,741,000 Alabama Graphite Options on December 13, 2017 in order to maximize the amount of Consideration available to the Alabama Graphite Securityholders. Despite the foregoing surrender, these surrendered Alabama Graphite Securities are reflected in the table above as being Alabama Graphite Securities issued or granted during the previous year. Non-Arm s Length Party Transactions Within 24 months before the date of this Circular, Alabama Graphite has obtained services from certain of its directors or officers, or associates or affiliates of its directors or officers pursuant to the following agreements: 1. Independent Contractor Agreement among Alabama Graphite, Dinwoodie Consulting Ltd. and Tyler W.P. Dinwoodie dated August 1, Independent Contractor Agreement among Alabama Graphite, G&W Consulting Inc. and Ann- Marie M. Pamplin dated November 30, Consulting Agreement between Alabama Graphite and Jesse Edmondson dated October 23, Independent Contractor Agreement among Alabama Graphite, Donald K. D. Baxter and Ontario Ltd. dated September 15, 2016, which was terminated by Alabama Graphite in November, Transition Agreement among Alabama Graphite, Donald K. D. Baxter and Ontario Ltd. dated November 26, Consulting Agreement among Alabama Graphite and Bolton & Bolton Inc. dated September 29, 2015, which was terminated by Alabama Graphite in February, Legal Proceedings Commencing in Q4 of fiscal 2017 and continuing as at the date hereof, Alabama Graphite is currently involved with a litigation matter involving alleged online chatroom defamation that is preliminary in nature, with no apparent evidence that the plaintiff has incurred any material damages or would be able to substantiate any such damages. Alabama Graphite has filed a counterclaim against the plaintiff. Notwithstanding the foregoing, there can be no assurances that this litigation matter will not have a 46

57 material adverse effect upon Alabama Graphite s business, results of operations and/or financial condition. Risk Factors Whether or not the Arrangement is completed, Alabama Graphite will continue to face many of the risks that it currently faces with respect to its business and affairs. Certain of these risk factors have been disclosed, starting on page 37, in the management s discussion and analysis of the activities, results of operations, and the financial condition of Alabama Graphite for the year ended August 31, 2017 and August 31, 2016, and starting on page 35 in the management discussion and analysis for the three months ended November 30, 2017 and November 30, 2016, both of which are incorporated by reference into this Circular and has been filed on SEDAR at Upon request, an Alabama Graphite Shareholder will be provided with a copy of such document free of charge. Selected Historical Consolidated Financial Data of Alabama Graphite The following tables set forth the selected historical consolidated financial and operating data for Alabama Graphite. The selected consolidated statement of operations data for the fiscal years ended August 31, 2016 and 2017 and the selected balance sheet data as of August 31, 2017 and 2016 are derived from Alabama Graphite s audited consolidated financial statements incorporated by reference in this Circular. The summary financial data for the three months ended November 30, 2017 and 2016 have been derived from Alabama Graphite s unaudited consolidated interim financial statements incorporated by reference in this Circular. Alabama Graphite s unaudited consolidated interim financial data, in the opinion of Alabama Graphite s management, reflect all adjustments of a normal recurring nature necessary for a fair statement of Alabama Graphite s financial position and results of operations at the dates and for the periods indicated. All financial information is presented in Canadian dollars and has been prepared in accordance with IFRS. Alabama Graphite s historical financial data may not be indicative of the results of operations or financial position to be expected in the future, and results for any interim period are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year. You should read this selected historical consolidated financial data of Alabama Graphite in conjunction with the consolidated annual financial statements of Alabama Graphite for the fiscal years ended August 31, 2017 and August 31, 2016, together with the notes thereto and the independent auditor s report thereon and the unaudited condensed interim consolidated financial statements of Alabama Graphite for the three month periods ended November 30, 2017 and November 30, 2016 which are incorporated by reference into this Circular. (CAD in thousands) For the three months For the years ending Results of operations ending November 30, August 31, (unaudited) (unaudited) Net loss ($639) ($1,322) ($3,207) ($1,729) Comprehensive loss (639) (1,322) (3,207) (1,729) Basic loss per share ($0.00) ($0.01) ($0.02) ($0.01) (CAD in thousands) As of November 30, As of August 31, Financial position Cash and cash equivalents $64 $509 $96 Working capital/(deficit) (738) 156 (207) Exploration and evaluation assets 7,792 7,563 6,867 Total assets 7,940 8,217 7,184 Total liabilities Total stockholders' equity $7,055 $7,721 $6,663 47

58 Available Information Alabama Graphite files reports and other information with applicable securities regulatory authorities in Canada. These reports and information are available to the public free of charge on SEDAR at You may also obtain these documents by requesting them in writing at: Alabama Graphite Corp., First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7, by telephone: , or by to the attention of Ann-Marie M. Pamplin, Vice President, Investor Relations. Alabama Graphite Documents Incorporated by Reference Information about Alabama Graphite has been incorporated by reference in this Circular from documents filed with applicable securities regulatory authorities in Canada. Copies of the Alabama Graphite documents incorporated herein by reference may be obtained on request without charge from Alabama Graphite at: Alabama Graphite Corp., First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7, by telephone: , or by to the attention of Ann-Marie M. Pamplin, Vice President, Investor Relations. All of these documents are also available electronically on SEDAR at The documents listed below, which contain important information about Alabama Graphite, its business and its financial condition, and which were previously filed by Alabama Graphite with applicable securities regulatory authorities in Canada, are specifically incorporated by reference into, and form an integral part of, this Circular: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Alabama Graphite s unaudited condensed interim financial statements for the three months ended November 30, 2016 and 2015, as filed on SEDAR on January 30, 2017; Alabama Graphite s management s discussion and analysis for the three months ended November 30, 2016, as filed on SEDAR on January 30, 2017; Alabama Graphite s unaudited condensed interim financial statements for the six months ended February 28, 2017 and 2016, as filed on SEDAR on May 1, 2017; Alabama Graphite s management s discussion and analysis for the six months ended February 28, 2017, as filed on SEDAR on May 1, 2017; Alabama Graphite s management information circular in connection with the annual general meeting held on May 29, 2017, as filed on SEDAR on May 8, 2017; Alabama Graphite s material change report dated May 5, 2017 regarding the announcement of the completion of a first tranche private placement offering of units, as filed on SEDAR on May 8, 2017; Alabama Graphite s material change report dated May 10, 2017 regarding the announcement of the completion of a second tranche private placement offering of units, as filed on SEDAR on May 12, 2017; Alabama Graphite s unaudited condensed interim financial statements for the nine months ended May 31, 2017 and 2016, as filed on SEDAR on July 31, 2017; Alabama Graphite s management s discussion and analysis for the nine months ended May 31, 2017, as filed on SEDAR on July 31, 2017; Alabama Graphite s unaudited condensed interim financial statements for the nine months ended May 31, 2017 and 2016, as filed on SEDAR on September 19, 2017; Alabama Graphite s corrected management s discussion and analysis for the nine months ended May 31, 2017, as filed on SEDAR on September 19, 2017; 48

59 (l) Alabama Graphite s material change report dated December 13, 2017 regarding the announcement of the Arrangement, as filed on SEDAR on December 18, 2017; (m) A copy of the Arrangement Agreement, as filed on SEDAR on December 22, 2017; (n) (o) (p) (q) (r) A copy of the loan agreement between Alabama Graphite and Alabama Graphite Company, Inc., as borrowers, and Westwater, as lender, dated December 13, 2017 entered into pursuant to the terms of the Arrangement, as filed on SEDAR on December 22, 2017; Alabama Graphite s audited consolidated annual financial statements for the years ended August 31, 2017 and 2016, as filed on SEDAR on December 29, 2017; Alabama Graphite s management s discussion and analysis for the year ended August 31, 2017, as filed on SEDAR on December 29, 2017; Alabama Graphite s unaudited condensed interim financial statements for the three months ended November 30, 2017 and 2016, as filed on SEDAR on January 29, 2018; and Alabama Graphite s management s discussion and analysis for the three months ended November 30, 2017, as filed on SEDAR on January 29, All material change reports, audited financial statements, unaudited interim financial statements, management s discussion and analysis and all other documents of the type referred to above filed by Alabama Graphite with applicable securities regulatory authorities in Canada on SEDAR at after the date of the Circular and before the Securityholder Meeting are deemed to be incorporated by reference into this Circular. Any statements contained in this Circular or in any document incorporated by reference this Circular shall be deemed to be modified or superseded to the extent that a statement contained herein, in any document incorporated by reference herein or in any subsequently filed document which is deemed to be incorporated by reference in this Circular modifies or supersedes such statement. The modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, which made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Circular except as so modified or superseded. Overview INFORMATION RELATING TO WESTWATER Westwater is a U.S. corporation existing under the laws of the State of Delaware and is headquartered in Centennial, Colorado. Effective August 21, 2017, Westwater amended its certificate of incorporation to change its name from Uranium Resources, Inc. to Westwater Resources, Inc. Westwater is an energy minerals exploration and development company focused on expanding its energy minerals strategy, which includes developing its lithium business while maintaining optionality on the future rising uranium price with its significant uranium property holdings in the Republic of Turkey, Texas and New Mexico. Incorporated in 1977, Westwater 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. Westwater established its lithium business in 2016 and currently controls mineral rights encompassing approximately 36,730 acres across three prospective lithium brine basins in Nevada and Utah. Westwater 49

60 conducted exploration and geological evaluation of these properties in 2017 and will continue to do so in 2018 for potential development of any lithium resources that may be discovered there. The focus of Westwater s uranium business continues to be on advancing the ISR uranium project in central Turkey when uranium prices permit economic development of this project. Westwater controls extensive exploration properties in Turkey under eight exploration and operating licenses covering approximately 39,000 acres. In Texas, Westwater has two licensed and currently idled uranium processing facilities and approximately 11,000 acres of prospective ISR uranium projects. In New Mexico, Westwater controls mineral rights encompassing approximately 186,000 acres in the prolific Grants Mineral Belt, which is one of the largest concentrations of sandstone-hosted uranium deposits in the world. As of February 6, 2018, Westwater had approximately 30 employees. Additional information regarding Westwater and its Subsidiaries is included in documents incorporated by reference into this Circular. See Westwater Documents Incorporated by Reference. Description of Westwater Shares The following summary description of the Westwater Shares is based on the provisions of Westwater s Certificate of Incorporation ( Westwater Certificate ) and By-Laws ( Westwater By-Laws ) and the applicable provisions of the general corporation law of the State of Delaware ( Delaware Law ). This information may not be complete in all respects and is qualified entirely by reference to the provisions of the Westwater Certificate, Westwater By-Laws and Delaware Law. For information on how to obtain copies of the Westwater Certificate and Westwater By-Laws, see Westwater Documents Incorporated by Reference. Common Stock. Westwater s authorized capital stock consists of 100,000,000 Westwater Shares, par value US$0.001 per share. As of February 6, 2018, there were 27,809,323 Westwater Shares outstanding. All outstanding Westwater Shares are validly issued, fully paid and non-assessable. Dividends. Westwater has never paid any cash or other dividends on its common stock, and does not anticipate paying dividends for the foreseeable future. Westwater expects to retain its earnings, if any, for the growth and development of its business. Any future determination to declare dividends will be made at the discretion of Westwater s board of directors and will depend on Westwater s financial condition, results of operations, capital requirements, general business conditions and other factors that its board of directors may consider relevant. Delaware Law and Certain Provisions of the Westwater Certificate, Westwater By-Laws and Statutory Provisions. Westwater is a Delaware corporation and is subject to Section 203 of Delaware Law. In general, Section 203 prevents an interested stockholder (defined generally as a person owning 15% or more of a corporation s outstanding voting stock) from engaging in a business combination (as defined by Delaware Law) with a Delaware corporation for three years following the time such person became an interested stockholder, subject to certain exceptions. For more information see Comparison of Rights of Alabama Graphite Shareholders and Westwater Stockholders Special Vote Required for Combinations with Interested Shareholders in Appendix F. Directors Liability and Indemnification. The Westwater Certificate provides that to the fullest extent permitted by Delaware Law or other applicable Law, directors shall not be liable to Westwater or Westwater s stockholders for monetary damages for breach of fiduciary duty as a director. Current Delaware Law restricts the ability to limit the liability of a director. The effect of the provision of the Westwater Certificate is to eliminate Westwater s rights and Westwater s stockholders rights (through stockholders derivative suits on Westwater s behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in certain limited situations. This provision does not limit or eliminate Westwater s rights or any right of Westwater s stockholders to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director s duty of care. For a description of the restrictions on the ability to limit the liability of a director under current Delaware Law, see Comparison of 50

61 Rights of Alabama Graphite Shareholders and Westwater Stockholders Limited Liability of Directors in Appendix F to this Circular. Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals. The Westwater By- Laws establish an advance notice procedure for stockholders to make nominations of candidates for election as director, or to bring other business before an annual meeting of Westwater s stockholders (the Stockholder Notice Procedure ). For a description of the restrictions on the Stockholder Notice Procedure, see Comparison of Rights of Alabama Graphite Shareholders and Westwater Stockholders Advance Notification requirements for Proposals of Shareholders in Appendix F to this Circular. By requiring advance notice of nominations by stockholders, the Stockholder Notice Procedure affords the Westwater Board an opportunity to consider the qualifications of the proposed nominees and, to the extent deemed necessary or desirable by the Westwater Board, to inform stockholders about such qualifications. By requiring advance notice of other proposed business, the Stockholder Notice Procedure also provides a more orderly procedure for conducting annual meetings of stockholders and, to the extent deemed necessary or desirable by the Westwater Board, provides Westwater s board with an opportunity to inform stockholders, prior to such meetings, of any business proposed to be conducted at such meetings, together with any recommendations as to Westwater s board s position regarding action to be taken with respect to such business, so that stockholders can better decide whether to attend such a meeting or to grant a proxy regarding the disposition of any such business. Although the Westwater By-Laws do not give the Westwater Board any power to approve or disapprove stockholder nominations for the election of directors or proposals for action, the Stockholder Notice Procedure may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if the proper procedures are not followed, and of discouraging or deferring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideration of such nominees or proposals might be harmful or beneficial to Westwater and Westwater s stockholders. Certain Effects of Authorized but Unissued Stock. As of February 6, 2018, there were 72,192,677 Westwater Shares authorized but unissued and 8,025 Westwater Shares issued but held in treasury, for future issuance without additional stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future offerings to raise additional capital or to facilitate corporate acquisitions. One of the effects of the existence of unissued and unreserved common stock may be to enable Westwater s board to issue shares to persons friendly to current management, which could render more difficult or discourage an attempt to obtain control of Westwater by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of management. Such additional shares also could be used to dilute the stock ownership of persons seeking to obtain control of Westwater. Trading Price and Volume of Westwater Shares The Westwater Shares are listed on NASDAQ under the symbol WWR. Before August 21, 2017, Westwater Shares traded on NASDAQ under the symbol URRE. Information regarding the high and low trading prices and trading volumes for Westwater Shares on a monthly basis for the period from August 1, 2016 to February 6, 2018 on the NASDAQ are as follows. All references to $ in the following table are to United States dollars. Month 2016 August 2016 September 2016 October 2016 November 2016 December 2016 High (US$) Low (US$) Volume 35,714,820 12,205,610 8,329,550 20,108,840 33,842,790 51

62 Month High (US$) Low (US$) Volume 2017 January 2017 February 2017 March 2017 April 2017 May 2017 June 2017 July 2017 August 2017 September 2017 October 2017 November 2017 December ,632,460 49,431,270 19,376,360 16,514,280 9,572,550 8,579,250 7,555,470 6,187,300 4,791,030 9,072,710 9,427,920 8,501, January 2018 February 2018 (1) (1) Up to and including February 6, Available Information ,995, ,299 Westwater files with or furnishes to the SEC reports, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act. These reports, proxy statements and other information are available free of charge on its corporate website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. You may also obtain these documents by requesting them in writing directed to: Westwater Resources, Inc South Potomac Street, Suite 300, Centennial, Colorado 80112, Attn: Corporate Secretary or by telephone: Materials filed with or furnished to the SEC are also made available on its website at Copies of any materials Westwater files with the SEC can be obtained at or at the SEC s public reference room at 100 F Street, N.E., Washington, D.C Information on the operation of the public reference room is available by calling the SEC at SEC Risk Factors The business and operations of Westwater are subject to risks. In addition to considering the other information in this Circular, Alabama Graphite Shareholders should consider carefully the risk factors and other disclosures set forth in documents filed by Westwater with the SEC, including Westwater s Annual Report on Form 10-K for its fiscal year ended December 31, 2016, and Westwater s Quarterly Reports on Form 10-Qs for the quarters ended March 31, 2017, June 30, 2018 and September 30, 2017, which are available at As set forth below, certain of these filings are incorporated by reference herein. Selected Historical Consolidated Financial Data of Westwater The following table sets forth Westwater s selected historical consolidated financial data for each of the periods indicated. The selected historical consolidated financial data has been derived from Westwater s consolidated financial statements for the periods indicated. The financial data for the year ended December 31, 2016, and the year ended December 31, 2015 and as of December 31, 2016 and 2015 should be read in conjunction with the consolidated financial statements, related notes thereto and Management s Discussion and Analysis of Financial Condition and Results of Operations contained in Westwater s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is incorporated by reference herein. The table presented below is unaudited. The data presented below are 52

63 in thousands, except for diluted net income per share attributable to Westwater, Resources Inc. The following financial data as of September 30, 2017, and for the nine-month period then ending have been derived from Westwater s unaudited consolidated financial statements and should be read in conjunction with Westwater s Quarterly Report on Form 10-Q for the period ended September 30, 2017, which is incorporated herein by reference. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, (USD in thousands) Results of operations For the nine months ending September 30, For the years ending December 31, (unaudited) (unaudited) Net loss ($3,778) ($12,624) ($19,605) ($15,143) Basic loss per share ($0.16) ($1.81) ($3.73) ($5.63) (USD in thousands) Financial position As of September 30, 2017 As of December 31, (unaudited) Cash and cash equivalents $7,200 $3,309 $865 Working capital/deficit 8,160 (4,232) (8,885) Net property, plant and equipment 46,883 46,916 48,812 Total assets 63,696 56,914 56,966 Total convertible debt - 5,431 6,154 Total liabilities 7,956 13,866 16,487 Total stockholders equity $55,740 $43,048 $40,479 Westwater Documents Incorporated by Reference Information regarding Westwater has been incorporated by reference in this Circular from documents filed by Westwater with the SEC. The documents listed below, which contain important information about Westwater, its business and its financial condition, and which were previously filed by Westwater with the SEC, are specifically incorporated by reference into, and form an integral part of, this Circular: (a) (b) (c) (d) (e) Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (filed with the SEC on March 2, 2017); Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (filed with the SEC on May 11, 2017), ended June 30, 2017 (filed with the SEC on August 11, 2017) and ended on September 30, 2017 (filed with the SEC on November 9, 2017); Current Reports on Form 8-K and 8-K/A (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 and any related exhibits thereof) filed with the SEC on January 10, 2017, January 13, 2017, January 19, 2017, January 26, 2017, February 9, 2017, February 10, 2017, February 16, 2017, April 17, 2017, July 19, 2017, August 21, 2017, September 27, 2017, November 17, 2017, December 14, 2017, December 18, 2017 and January 12, 2018; Restated Certificate of Incorporation of Westwater, filed as Exhibit 3.1 to Westwater s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (filed with the SEC on November 9, 2017); and Amended and Restated Bylaws of Westwater, filed as Exhibit 3.2 to Westwater s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (filed with the SEC on November 9, 2017). Any statement contained in a document incorporated or deemed to be incorporated by reference herein that bears a date earlier than the date of this Circular shall be deemed to be modified or superseded, for the purposes of this Circular, to the extent that a statement contained herein, modifies or supersedes such statement. Any future filings made by Westwater with the SEC under Section 13(a), 13(c), 14, or 53

64 15(d) of the U.S. Exchange Act after the date of this Circular but before the Securityholder Meeting will be automatically incorporated by reference into this Circular. Any statement contained in a document incorporated by reference herein that bears a date later than the date of this Circular shall be deemed to modify or supersede, for the purposes of this Circular, any statement contained or incorporated by reference herein to the extent that a statement contained therein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, in its unmodified or non-superseded form, to constitute a part of this Circular. INFORMATION RELATING TO PURCHASER Purchaser is a company incorporated under the BCBCA on December 5, Purchaser currently has no material assets and to date, Purchaser has not carried on any business other than the entering into of the Arrangement Agreement and the Voting and Support Agreements. Purchaser is a wholly-owned Subsidiary of Westwater. If the Arrangement Resolution is passed and all other conditions to closing of the Arrangement are satisfied, Westwater will acquire, through Purchaser, all of the issued and outstanding Alabama Graphite Shares. General INFORMATION RELATING TO THE COMBINED COMPANY On completion of the Arrangement, Westwater will continue to be a corporation governed by the laws of the State of Delaware, and Purchaser and Alabama Graphite will continue to be companies governed by the BCBCA. After the Effective Date, Westwater will indirectly own all of the outstanding Alabama Graphite Shares. There will be no changes in the composition of the Westwater Board or Westwater s corporate officers resulting from the Arrangement, and Alabama Graphite s operations will be managed and operated as a Subsidiary of Westwater. Westwater s corporate name will continue as Westwater Resources, Inc. and its headquarters will remain at 6950 S. Potomac Street, Suite 300, Centennial, Colorado Telephone: (303) Unaudited Pro forma Condensed Combined Financial Information and Per Share Data Summary Unaudited Pro Forma Condensed Combined Financial Information The following table shows summary selected unaudited pro forma condensed combined financial information (the Summary Pro Forma Information ) about the financial condition and results of operations of Westwater as at and for the periods indicated below after giving effect to the Arrangement. The following Summary Pro Forma Information is based on the historical consolidated financial statements of Westwater and the historical consolidated financial statements of Alabama Graphite, and has been prepared 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, 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, The Summary Pro Forma Information is presented for illustrative purposes only and does not necessarily reflect the results of operations or the financial position of Westwater that actually would have resulted had the Arrangement occurred at the date indicated, nor project the results of operations or financial position of Westwater for any future date or period. 54

65 The Summary Pro Forma Information should be read in conjunction with notes to the unaudited pro forma condensed combined financial statements of Westwater that give effect to the Arrangement included as Appendix H to this Circular, the historical consolidated financial statements and related notes of Westwater in its Annual Report on Form 10-K for the year ended December 31, 2016, and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017, as well as the consolidated annual financial statements of Alabama Graphite for the fiscal years ended August 31, 2017 and August 31, 2016, together with the notes thereto and the independent auditor s report thereon and the unaudited condensed interim consolidated financial statements of Alabama Graphite for the three month periods ended November 30, 2017 and November 30, 2016 which are incorporated by reference into this Circular and the information under Risk Factors. Alabama Graphite s historical consolidated financial statements were prepared in accordance with IFRS which differ in certain respects from U.S. GAAP. Adjustments were made to Alabama Graphite s historical financial statements to estimate the conversion from IFRS to U.S. GAAP as well as reclassifications to conform Alabama Graphite s historical presentation to Westwater s accounting presentation. All references to $ in the table below are to United States dollars. 55

66 WESTWATER RESOURCES, INC. Pro Forma Condensed Consolidated Balance Sheet as at September 30, 2017 (Unaudited) (Expressed in thousands of United States dollars) Westwater Resources, Inc. Alabama Graphite Corp. (under IFRS) November 30, 2017 Note 5(a) US GAAP adjustments Alabama Graphite Corp. (under US GAAP) November 30, 2017 Note Pro Forma Adjustments Pro Forma Consolidated Westwater Resources, Inc. ASSETS Current Assets: Cash and cash equivalents $ 7,200 $ 50 $ - $ 50 $ - $ 7,250 Short-term investments 1, ,060 Accounts receivable Note receivable current 1, ,500 Prepaid expenses and other Total Current Assets 10, ,707 Non-current Property, plant and equipment, at cost: 112,560 6,054 4(a) (5,497) 557 5(b) 15, ,694 Less accumulated depreciation and impairment (65,677) (65,677) Net Property, plant and equipment 46,883 6,054 (5,497) ,577 63,017 Restricted cash 3, ,668 Notes receivable non current 2, ,554 Total Assets $ 63,696 $ 6,170 $ (5,497) $ 673 $ 15,577 $ 79,946 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Accounts payable $ 860 $ 494 $ - $ 494 5(b), 5(c) $ 4,000 $ 5,354 Accrued liabilities 1, ,644 Current portion of asset retirement obligation Total Current Liabilities 2, ,000 7,119 Asset retirement obligations, net of current portion 5, ,025 Other long-term liabilities and deferred credits Total Liabilities 7, ,000 12,644 Commitments and contingencies STOCKHOLDERS EQUITY Common stock 28 13,121-13,121 5(d) Paid in capital 296,937 3,254-3,254 5(e) (13,121) 310,487 5(e) (3,254) 5(d) 13,550 Accumulated other comprehensive loss (287) (287) Accumulated deficit (240,680) (10,893) 4(a) (5,497) (16,390) 5(e) 16,390 (242,680) 5(c) (2,000) Less: Treasury stock, at Cost (258) (258) Total Stockholders Equity 55,740 5,482 (5,497) (15) 11,577 67,302 Total Liabilities and Stockholders Equity $ 63,696 $ 6,170 $ (5,497) $ 673 $ 15,577 $ 79,946 See accompanying notes to the unaudited condensed consolidated pro forma financial statements attached to this Circular as Appendix H 56

67 WESTWATER RESOURCES, INC. Pro Forma Condensed Consolidated Statement of Operations as for the nine months ending September 30, 2017 (Unaudited) (Expressed in thousands of United States dollars, except share and per share amounts) Westwater Resources, Inc. Alabama Graphite Corp. (under IFRS) 5(f) Note US GAAP adjustments Alabama Graphite Corp. (under US GAAP) Note Pro Forma Adjustments Pro Forma Consolidated Westwater Resources, Inc. Operating Expenses: Operating expenses $ (3,637) $ - 4(b) $ (472) $ (472) $ - $ (4,109) General and administrative (4,976) (1,495) - (1,495) 5(g) 50 (6,421) Accretion of asset retirement obligations (395) (395) Foreign exchange loss - (3) - (3) - (3) Depreciation and amortization (104) (1) - (1) - (105) Total operating expenses (9,112) (1,499) (472) (1,971) 50 (11,033) Non-Operating Income/(Expense) Interest income/(expense) Gain on sale of an asset 4, ,949 Other income/(expense) (39) (39) Total other income/(expense) 5, ,334 Net Loss (3,778) (1,499) (472) (1,971) 50 (5,699) Other Comprehensive Loss Unrealized fair value decrease on securities (287) (287) Comprehensive Loss For the Period $ (4,065) $ (1,499) $ (472) $ (1,971) $ 50 $ (5,986) Basic and diluted loss per share $ (0.16) $ (0.16) Weighted average shares outstanding 23,763,842 35,389,057 See accompanying notes to the unaudited condensed consolidated pro forma financial statements attached to this Circular as Appendix H 57

68 WESTWATER RESOURCES, INC. Pro Forma Condensed Consolidated Statement of Operations as for the year ending December 31, 2016 (Unaudited) (Expressed in thousands of United States dollars, except share and per share amounts) Westwater Resources, Inc. Alabama Graphite Corp. (under IFRS) 5(f) Note US GAAP adjustments Alabama Graphite Corp. (under US GAAP) Note Pro Forma Adjustments Pro Forma Consolidated Westwater Resources, Inc. Operating Expenses: Operating expenses $ (3,248) $ - 4(b) $ (279) $ (279) $ - $ (3,527) General and administrative (7,650) (1,941) - (1,941) - (9,591) Accretion of asset retirement obligations (480) (480) Depreciation and amortization (247) (1) - (1) - (248) Foreign exchange loss Impairment of mineral property (1,673) (1,673) Total operating expenses (13,298) (1,920) (279) (2,199) - (15,497) Non-Operating Income/(Expense) Interest income/(expense) (6,455) (1) - (1) - (6,456) Other income/(expense) Total other income/(expense) (6,307) (1) - (1) - (6,308) Net Loss (19,605) (1,921) (279) (2,200) (21,805) Other Comprehensive Loss Transfer to realized loss on securities Unrealized fair value decrease on securities (49) (49) Comprehensive Loss For the Period $ (19,538) $ (1,921) $ (279) $ (2,200) $ - $ (21,738) Basic and diluted loss per share $ (3.73) $ (1.29) Weighted average shares outstanding 5,251,954 16,877,169 See accompanying notes to the unaudited condensed consolidated pro forma financial statements attached to this Circular as Appendix H Equivalent and Comparative Per Share Information The following table sets forth (i) selected per share information for Westwater Shares on a historical basis for the nine months ended September 30, 2017 and the year ended December 31, 2016, (ii) selected per share information for Westwater Shares on a pro forma combined basis for the nine months ended September 30, 2017 and the year ended December 31, 2016, (iii) selected per share information for Alabama Graphite Shares on a historical basis for the nine months ended November 30, 2017 and the year ended August 31, 2016, and (iv) selected per share information for Alabama Graphite Shares on a pro forma equivalent basis for the nine months ended November 30, 2017 and the twelve months ended November 30, Given that Alabama Graphite s fiscal year ends August 31, 2017, Alabama Graphite s results represents the sum of unaudited historical financial information in the nine-month period ended November 30, 2017 and in the twelve-month period ended November 30, Except for the historical information for Westwater as of and for the year ended December 31, 2016, the information in the table is unaudited. The pro forma information below is presented for illustrative purposes only and does not necessarily reflect the results of operations or the financial position of Westwater that actually would have resulted had the Arrangement occurred as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the Combined Company. 58

69 The following information should be read in conjunction with the notes to the unaudited pro forma condensed combined financial statements of Westwater that give effect to the Arrangement included as Appendix H to this Circular, the historical consolidated financial statements and related notes of Westwater in its Annual Report on Form 10-K for the year ended December 31, 2016, and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017, as well as the consolidated annual financial statements of Alabama Graphite for the fiscal years ended August 31, 2017 and August 31, 2016, together with the notes thereto and the independent auditor s report thereon and the unaudited condensed interim consolidated financial statements of Alabama Graphite for the three month periods ended November 30, 2017 and November 30, 2016 which are incorporated by reference into this Circular and the information under Risk Factors. Westwater s pro forma combined loss (basic and diluted) and book value per share were calculated by dividing Westwater s pro forma combined loss per share from continuing operations (basic and diluted) and stockholders equity, respectively, by the pro forma equivalent of common shares outstanding (giving effect to the anticipated issuance of an estimated 11,625,215 Westwater Shares at completion of the Arrangement. Alabama Graphite s pro forma equivalent per share amounts were calculated by multiplying Westwater pro forma combined per share amounts by The per share amounts for Alabama Graphite Shares were converted from Canadian dollars to U.S. dollars using the average daily closing exchange rate for the three months ended November 30, 2017 and the average daily closing exchange rate for the year ended August 31, 2017 earnings per share data, and the closing exchange rate as of November 30, 2017 and August 31, 2017 for book value data. Nine Months Ended September 30, 2017 Westwater Resources, Inc. Alabama Graphite Corp. Pro Forma Equivalent of One Alabama Historical Pro Forma Historical Graphite Share (1) Basic and diluted net loss per share $ (0.16) $ (0.16) $ (0.01) $ (0.05) Shares used in calculating basic and diluted loss per share 23,763,842 35,389, ,315,187 11,625,215 Book value per share (2) $2.35 $1.90 $0.04 $0.47 Year Ended December 31, 2016 Westwater Resources, Inc. Alabama Graphite Corp. Pro Forma Equivalent of One Alabama Historical Pro Forma Historical Graphite Share (1) Basic and diluted net loss per share $ (3.73) $ (1.29) $ (0.02) $ (0.80) Shares used in calculating basic and diluted loss per share 5,251,954 16,877, ,547,225 10,363,778 (1) These amounts were calculated by applying an assumed exchange rate of.08 to the historical Alabama Graphite shares. (2) The historical book value per share is computed by dividing pro forma stockholders' equity by the pro forma number of shares as of the end of the period. 59

70 Principal Holders of Westwater Shares Based on a review of Schedule 13G filed by current Westwater stockholders with the SEC on EDGAR, no beneficial owners of Westwater Shares currently hold greater than 5% of the Westwater Shares and/or are expected to hold greater than 5% of the Westwater Shares following completion of the Arrangement. THE ARRANGEMENT AGREEMENT The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following summary describes the material provisions of the Arrangement Agreement. The provisions of the Arrangement Agreement are complicated and not easily summarized. This summary may not contain all of the information about the Arrangement Agreement that is important to you. Alabama Graphite filed a copy of the Arrangement Agreement on SEDAR on December 22, 2017 at and is incorporated by reference into this Circular. You are encouraged to read it carefully in its entirety for a more complete understanding of the Arrangement Agreement and the Arrangement. The summary of the terms of the Arrangement Agreement is not intended to provide you with any factual information about Westwater or Alabama Graphite. The representations, warranties and covenants made in the Arrangement Agreement were made solely to the parties to, and solely for the purposes of, the Arrangement Agreement and as of specific dates and were qualified and subject to important limitations agreed to by Westwater and Alabama Graphite in connection with negotiating the terms of the Arrangement Agreement. In particular, representations and warranties were negotiated with the principal purposes of allocating risk between the parties to the Arrangement Agreement, rather than establishing matters as facts. The assertions embodied in the representations and warranties contained in the Arrangement Agreement (and summarized below) are qualified by information in disclosure schedules provided by Westwater to Alabama Graphite and by Alabama Graphite to Westwater in connection with the signing of the Arrangement Agreement and by certain information contained in certain of Alabama Graphite's filings with the Canadian securities regulatory authorities. These disclosure schedules and regulatory authority filings contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Arrangement Agreement. In addition, information concerning the subject matter of the representations and warranties may have changed or may change after December 13, 2017, which subsequent information may or may not be fully reflected in public disclosures by Alabama Graphite and Westwater. Accordingly, you should not rely on the representations and warranties in the Arrangement Agreement (or the summaries contained herein) as characterizations of the actual state of facts about Alabama Graphite or Westwater. Arrangement Consideration Pursuant to, and subject to the terms and conditions of, the Arrangement Agreement and the Plan of Arrangement, Westwater will acquire all of the issued and outstanding Alabama Graphite Shares in exchange for Westwater Shares at an Exchange Ratio of 0.08 of one Westwater Share for each Alabama Graphite Share. In addition, issued and outstanding Alabama Graphite Options and Alabama Graphite Warrants to acquire Alabama Graphite Shares will be converted into rights to purchase Westwater Shares at the same Exchange Ratio. Effective Date and Conditions of Arrangement If the Arrangement Resolution is passed, the Final Order of the Court is obtained approving the Arrangement and all other conditions to the Arrangement becoming effective are satisfied or waived, the Arrangement will become effective at the Effective Time (anticipated to be 12:01 a.m. (Vancouver time) on the Effective Date). It is currently expected that the Effective Date will occur in March,

71 Material Contracts Between Alabama Graphite and Westwater Voting and Support Agreements On December 13, 2017, concurrently with the execution of the Arrangement Agreement, directors and senior officers of Alabama Graphite entered into Voting and Support Agreements with Westwater and Purchaser. See The Arrangement Voting and Support Agreements. Loan Agreement Westwater entered into a loan agreement (the Loan Agreement ) with Alabama Graphite and Alabama Graphite Company, Inc. (collectively, the Borrower ), pursuant to which Westwater is providing a secured convertible non-revolving line of credit to the Borrower of up to US$2.0 million (the Loan ). Westwater advanced approximately US$0.7 million to the Borrower following the signing of the Arrangement Agreement and the closing of the Loan Agreement. Subject to the satisfaction of certain conditions, the Borrower may continue to submit additional draw requests for disbursements of Loan proceeds pursuant to the Loan Agreement. The Loan will mature on June 30, 2018 and carries a 3% annual interest rate, which interest rate will increase during the occurrence of an event of default. Subject to certain TSXV approval and certain notice requirements, Westwater may convert the Loan into Alabama Graphite Shares at a price calculated based on the per share volume adjusted market price of Alabama Graphite during the five (5) trading days after the signing of the Loan Agreement at any time prior to the maturity of the Loan. Interest will be payable in the form of Alabama Graphite Shares valued at the time of the interest payment, or in cash at the election of Westwater. The Loan Agreement contains customary representations, warranties, covenants and events of default. The Loan is secured against 100% of the shares of Alabama Graphite s Subsidiary, and by substantially all of the Borrower s real and personal property, which includes Alabama Graphite s Subsidiary s leasehold interest in the Coosa Graphite Project and the Bama Mine Project. The occurrence of either termination of the Arrangement Agreement or a change of control of the Borrower constitutes an event of default under the Loan Agreement, whereupon Westwater may accelerate the Loan by delivering a notice to the Borrower, on which date the entire outstanding Loan amount, including all accrued and unpaid interests, will become immediately due and payable in full. The Borrower can voluntarily prepay the Loan at any time without penalty. If the full US$2.0 million Loan is converted into Alabama Graphite Shares on February 6, 2018, Westwater would have held up to an approximate 16% interest in Alabama Graphite (assuming a market price of $0.0878, being the volume weighted average price ( VWAP ) data for Alabama Graphite for 5 trading days after announcment of the Arrangement on December 13, The preceding is a summary of the principal terms of the Loan Agreement. This summary does not purport to be complete and is qualified in its entirety by the complete text of the Loan Agreement, a copy of which is available on SEDAR at Representations and Warranties The Arrangement Agreement contains customary representations and warranties of each of Alabama Graphite, Westwater and the Purchaser. Those representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the parties in connection with negotiating its terms. In particular, some of the representations and warranties are subject to a contractual standard of materiality or Material Adverse Effect different from that generally applicable to public disclosure to Alabama Graphite Shareholders, or are used for the purpose of allocating risk between the parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise. The representations and warranties of Alabama Graphite in the Arrangement Agreement relate to matters that include, among other things, organization and qualification, corporate authorization, execution and binding agreement, governmental authorization, non-contravention, capitalization, shareholders agreements, subsidiaries, securities law matters, financial statements, disclosure controls and internal control over financial reporting, auditors, no undisclosed liabilities, absence of certain changes or events, 61

72 ordinary course, long term and derivative transactions, related party transactions, no collateral benefit, compliance with laws, authorizations and licenses, opinions of financial advisor, finders fees, board and special committee approval, material contracts, real property, personal property, title to assets, condition of properties, no options, technical reports, interest in properties and mineral rights, operational matters, intellectual property, restrictions on conduct of business, litigation, corrupt practices legislation, environmental matters, employment matters, employee plans, insurance, taxes, disclosure, and confidentiality agreements. The representations and warranties of Westwater and the Purchaser in the Arrangement Agreement relate to matters that include, among other things, organization and qualification, corporate authorization, execution and binding agreement, governmental authorization, non-contravention, capitalization, shareholders agreements, subsidiaries, securities law matters, financial statements, disclosure controls and internal control over financial reporting, auditors, no undisclosed liabilities, absence of certain changes or events, ordinary course, compliance with laws, interest in properties and mineral rights, operational matters, litigation, corrupt practices legislation, environmental matters, taxes, and disclosure. Conditions to the Arrangement Becoming Effective In order for the Arrangement to become effective, certain conditions must have been satisfied or waived which conditions are summarized below. Mutual Conditions The respective obligations of Alabama Graphite, Westwater and the Purchaser to complete the Arrangement are subject to the satisfaction or mutual wavier of the following conditions on or before the Effective Date: (a) the Arrangement Resolution will have been approved and adopted by the Alabama Graphite Securityholders at the Securityholder Meeting in accordance with the Interim Order; (b) (c) (d) (e) the Interim Order and the Final Order will have each been obtained on terms consistent with the Arrangement Agreement, and will not have been set aside or modified in a manner unacceptable to either Alabama Graphite, Westwater or the Purchaser, each acting reasonably, on appeal or otherwise; the Westwater Shareholder Approval shall have been obtained; no Law shall be in effect or threatened that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Alabama Graphite, Westwater or the Purchaser from consummating the Arrangement; and the conditional approval from NASDAQ shall have been obtained by Westwater with respect to the issuance of the Consideration. The foregoing conditions are for the mutual benefit of the parties and may be waived, in whole or in part, by mutual consent of Alabama Graphite, Westwater and the Purchaser at any time. Westwater and Purchaser Conditions The obligation of Westwater and the Purchaser to complete the Arrangement is subject to the satisfaction of the following additional conditions on or before the Effective Date: (a) the representations and warranties of Alabama Graphite set forth in the Arrangement Agreement were true and correct as of the date of the Arrangement Agreement and will be true and correct as of the Effective Time, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and Alabama Graphite will have delivered a certificate confirming same to Westwater and the Purchaser, executed by two (2) senior officers of Alabama Graphite and dated the Effective Date; 62

73 (b) (c) (d) (e) (f) (g) Alabama Graphite will have fulfilled or complied in all material respects with each of the covenants of Alabama Graphite contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to Westwater and the Purchaser, executed by two (2) senior officers of Alabama Graphite and dated the Effective Date; each required Regulatory Approval will have been made, given or obtained on terms acceptable to the Purchaser and each such Regulatory Approval is in force and has not been modified; there is no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person) pending or threatened in any jurisdiction to: (i) cease trade, enjoin, prohibit, or impose any limitations, damages or conditions on, the Purchaser s ability to acquire, hold, or exercise full rights of ownership over, any Alabama Graphite Shares, including the right to vote the Alabama Graphite Shares; (ii) prohibit, restrict or impose terms or conditions on, the Arrangement, or the ownership or operation by Westwater and the Purchaser of the business or assets of Westwater, the Purchaser, Alabama Graphite or their respective Subsidiaries, or compel Westwater or the Purchaser to dispose of or hold separate any of the business or assets of Westwater, the Purchaser, Alabama Graphite or their respective Subsidiaries as a result of the Arrangement; or (iv) prevent or materially delay the consummation of the Arrangement, or if the Arrangement were to be consummated, have a Material Adverse Effect with respect to Alabama Graphite; Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Alabama Graphite Shares; there shall not have been or occurred a Material Adverse Effect with respect to Alabama Graphite that has not been publicly disclosed by Alabama Graphite prior to the date of the Arrangement Agreement; or there has not been any breach of any of the Voting and Support Agreements by any party to any such agreement other than Westwater and the Purchaser. The foregoing conditions are for the exclusive benefit of Westwater and the Purchaser and may be waived by Westwater and the Purchaser at any time, in whole or in part, without prejudice to any other rights that Westwater and the Purchaser may have. Alabama Graphite Conditions The obligation of Alabama Graphite to complete the Arrangement is subject to the satisfaction of the following additional conditions on or before the Effective Date: (a) the representations and warranties of Westwater and the Purchaser set forth in the Arrangement Agreement will be true and correct as of the date of the Arrangement Agreement and will be true and correct as of the Effective Time, in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and each of Westwater and the Purchaser will have delivered a certificate confirming same to Alabama Graphite, executed by two (2) senior officers of each of Westwater and the Purchaser and dated the Effective Date; (b) (c) each of Westwater and the Purchaser will have fulfilled or complied in all material respects with each of the covenants of Westwater and the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to Alabama Graphite, executed by two (2) senior officers of each of Westwater and the Purchaser and dated the Effective Date; and there shall not have been or occurred a Material Adverse Effect with respect to Westwater that has not been publicly disclosed by Westwater prior to the date of the Arrangement Agreement. 63

74 The foregoing conditions are for the exclusive benefit of Alabama Graphite and may be waived by Alabama Graphite at any time, in whole or in part, without prejudice to any other rights that Alabama Graphite may have. Non-Solicitation Covenant Alabama Graphite has covenanted and agreed that, except as expressly contemplated by the Arrangement Agreement, Alabama Graphite shall not and shall cause the Alabama Graphite Representatives to not, directly or indirectly through any other person: (a) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Alabama Graphite or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding, other than a confidentiality agreement permitted by the Arrangement Agreement) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal for Alabama Graphite; (b) (c) (d) (e) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than Westwater, the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal for Alabama Graphite; make a Change in Recommendation (as defined below); accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal for Alabama Graphite; or accept or enter into (other than a confidentiality agreement permitted by the Arrangement Agreement) or publicly propose to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal for Alabama Graphite. Notwithstanding the above, if at any time prior to obtaining Alabama Graphite Securityholder Approval of the Arrangement Resolution, Alabama Graphite receives a written Acquisition Proposal, Alabama Graphite may (a) contact the Person making such Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may, for a maximum of 10 calendar days after the day on which access or disclosure is first afforded to the Person making the Acquisition Proposal, provide copies of, access to or disclosure of information, properties, facilities, books or records of Alabama Graphite or its Subsidiaries, if and only if: (i) the Alabama Graphite Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute a Superior Proposal, and, after consultation with its outside legal counsel, that the failure to engage in such discussions or negotiations would be inconsistent with its fiduciary duties; (ii) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with Alabama Graphite or any of its Subsidiaries; (iii) Alabama Graphite has been, and continues to be, in compliance with its obligations under the non-solicitation provisions of the Arrangement Agreement; (iv) prior to providing any such copies, access or disclosure to such Person, Alabama Graphite enters into a confidentiality and standstill agreement with such Person (unless such Person is already a party to a confidentiality and standstill agreement with Alabama Graphite) that contains a standstill provision that is no less onerous or more beneficial to such Person than that in the Confidentiality Agreement and is otherwise on terms that are no less favorable to Alabama Graphite than those found in the confidentiality agreement 64

75 with Westwater, and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Purchaser; and (v) Alabama Graphite promptly provides Westwater and the Purchaser with: (A) two Business Days prior written notice stating Alabama Graphite s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure and that the Alabama Graphite Board has determined that failure to take such action would be inconsistent with its fiduciary duties; and (B) prior to providing any such copies, access or disclosure to such Person, Alabama Graphite provides Westwater and the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to above. Alabama Graphite has also agreed that if Alabama Graphite or any of its Subsidiaries or any of the Alabama Graphite Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to Alabama Graphite or any Subsidiary in connection with an Acquisition Proposal, Alabama Graphite shall promptly notify Westwater and the Purchaser, at first orally, and then as soon as practicable and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide Westwater and the Purchaser with copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons. Alabama Graphite has agreed to keep Westwater and the Purchaser fully informed on a current basis of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to Alabama Graphite by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request. Right to Match If Alabama Graphite receives an Acquisition Proposal that constitutes a Superior Proposal prior to receipt of Alabama Graphite Securityholder Approval of the Arrangement Resolution, Alabama Graphite may, subject to compliance with the relevant provisions of the Arrangement Agreement, enter into a definitive agreement with respect to such Acquisition Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with Alabama Graphite or any of its Subsidiaries; (b) (c) (d) (e) Alabama Graphite has been, and continues to be, in compliance with its obligations under the non-solicitation provisions of the Arrangement Agreement; Alabama Graphite has delivered to Westwater and the Purchaser a written notice of the determination of the Alabama Graphite Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of Alabama Graphite to enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Alabama Graphite Board regarding the value and financial terms that Alabama Graphite Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (the Superior Proposal Notice ); Alabama Graphite has provided the Purchaser a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to Alabama Graphite in connection therewith; at least five (5) Business Days (the Matching Period ) have elapsed from the date that is the later of the date on which Westwater and the Purchaser received the Superior Proposal Notice 65

76 and the date on which Westwater and the Purchaser received all of the materials set forth the paragraph above; (f) (g) (h) during any Matching Period, Westwater and the Purchaser have had the opportunity (but not the obligation), to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; after the Matching Period, Alabama Graphite Board (i) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by Westwater and the Purchaser) and (ii) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that the failure by the Alabama Graphite Board to recommend that Alabama Graphite enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and prior to or concurrently with entering into such definitive agreement Alabama Graphite terminates the Arrangement Agreement and pays the Expense Reimbursement in accordance with the terms of the Arrangement Agreement. During the Matching Period, or such longer period as Alabama Graphite may approve in writing for such purpose: (a) the Alabama Graphite Board shall review any offer made by Westwater and the Purchaser to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) Alabama Graphite shall negotiate in good faith with Westwater and the Purchaser to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable Westwater and the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Alabama Graphite Board determines that such Acquisition Proposal would cease to be a Superior Proposal, Alabama Graphite shall promptly so advise Westwater and the Purchaser and Alabama Graphite and Westwater and the Purchaser shall amend the Arrangement Agreement to reflect such offer made by Westwater and the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. Insurance Westwater has agreed that, prior to the Effective Date, Alabama Graphite may purchase customary tail policies of directors and officers liability insurance providing protection no less favorable in the aggregate than the protection provided by the policies maintained by Alabama Graphite which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Westwater and the Purchaser will, or will cause Alabama Graphite to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that neither Westwater nor the Purchaser will be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 200% of Alabama Graphite s current annual aggregate premium for policies currently maintained by Alabama Graphite. Termination The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances, many of which lead to payment of the Expense Reimbursement, including: (a) Either Westwater or Alabama Graphite is entitled to terminate the Arrangement Agreement prior to the Effective Time in the following circumstances: (A) by mutual written agreement; 66

77 (B) the Westwater Shareholder Approval Resolution is not approved by the requisite vote at the Westwater Meeting provided that a Party may not terminate the Arrangement Agreement if the failure to obtain the Westwater Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; (C) the Arrangement Resolution is not approved by the Alabama Graphite Securityholders at the Securityholder Meeting in accordance with the Interim Order provided that a Party may not terminate the Arrangement Agreement if the failure to obtain the approval of the Securityholders has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; (D) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins Alabama Graphite, Westwater or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and nonappealable; or (E) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement. (b) Alabama Graphite is also entitled to terminate the Arrangement Agreement prior to the Effective Time in the following circumstances: (A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Westwater or the Purchaser under the Arrangement Agreement occurs that would cause any condition in the relevant sections of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incurable and Alabama Graphite is not then in breach of the Arrangement Agreement so as to cause any condition in the relevant section of the Arrangement Agreement not to be satisfied; (B) the Westwater Board or any committee of the Westwater Board fails to unanimously recommend or withdraws, amends, modifies or qualifies the Westwater Board Recommendation, or publicly proposes or states its intention to do so; (C) prior to receipt of Alabama Graphite Securityholder Approval of the Arrangement Resolution, the Alabama Graphite Board authorizes Alabama Graphite to enter into a written agreement (other than a confidentiality and standstill agreement permitted by the Arrangement Agreement) with respect to a Superior Proposal in accordance with the Arrangement Agreement, provided Alabama Graphite is then in compliance with the non-solicitation provisions in the Arrangement Agreement and that prior to or concurrent with such termination Alabama Graphite pays the Expense Reimbursement; or (D) there has occurred a Material Adverse Effect with respect to Westwater that has not been publicly disclosed by Westwater prior to the date of the Arrangement Agreement. (c) Westwater is also entitled to terminate the Arrangement Agreement prior to the Effective Time in the following circumstances: (A) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Alabama Graphite under the Arrangement Agreement occurs that 67

78 would cause any condition in the relevant sections of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incurable and Westwater is not then in breach of the Arrangement Agreement so as to cause any condition in the relevant section of the Arrangement Agreement not to be satisfied; (B) (i) the Alabama Graphite Board or any committee of the Alabama Graphite Board (1) fails to unanimously recommend or withdraws, amends, modifies or qualifies the Alabama Graphite Board Recommendation, or publicly proposes or states its intention to do so, (2) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Securityholder Meeting, if sooner), (3) accepts or enters into (other than a confidentiality agreement permitted by and in accordance with Section 5.3(4) of the Arrangement Agreement) or publicly proposes to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal, or (4) fails to publicly recommend or reaffirm the Alabama Graphite Board Recommendation within five Business Days after having been requested in writing by Westwater to do so (or in the event that the Securityholder Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Securityholder Meeting) (each of the actions described in this clause (i), a Change in Recommendation ), or (ii) the Alabama Graphite breaches the non-solicitation provisions in the Arrangement Agreement in any material respect; (C) the condition relating to Dissent Rights is not capable of being satisfied by the Outside Date; or (D) there has occurred a Material Adverse Effect with respect to Alabama Graphite that has not been publicly disclosed by Alabama Graphite prior to the date of the Arrangement Agreement. Expense Reimbursement Upon the occurrence of any of the following events, Alabama Graphite shall pay to Westwater the Expense Reimbursement in accordance with the terms of the Arrangement Agreement: (a) the Arrangement Agreement shall have been terminated by Westwater as a result of a Change in Recommendation or if Alabama Graphite breaches the non-solicitation provisions of the Arrangement Agreement in any material respect; (b) (c) (d) the Arrangement Agreement shall have been terminated by Alabama Graphite in order for it to enter into a written agreement with respect to a Superior Proposal in accordance with the terms of the Arrangement Agreement; the Arrangement Agreement shall have been terminated under the relevant provisions of the Arrangement Agreement at such time that Westwater and the Purchaser shall have been entitled to terminate the Arrangement Agreement in the circumstances described in paragraph (a) above; or the Arrangement Agreement shall have been terminated by any Party if the Arrangement Resolution is not approved by the Securityholders at the Securityholder Meeting or the Effective Date does not occur prior to the Outside Date, or by Westwater and the Purchaser as a result of a breach of a representation or warranty set forth in the Arrangement Agreement by Alabama Graphite or a failure by Alabama Graphite to perform any covenant or agreement set forth in the Arrangement Agreement that would cause a condition not to be satisfied, if: 68

79 (A) prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person or any Person shall have publicly announced an intention to make an Acquisition Proposal; and (B) within 365 days following the date of such termination, (x) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) is consummated or effected, or (y) Alabama Graphite or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of such Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (A) above) and such Acquisition Proposal is later consummated or effected (whether or not such Acquisition Proposal is later consummated or effected within 365 days after such termination) For purposes of the foregoing, the term Acquisition Proposal shall have the meaning specified in the Glossary, except that references to 20% or more in the definition of Acquisition Proposal in the Glossary shall be deemed to be references to 50% or more. Amendments The Arrangement Agreement may be amended by the written agreement of Westwater, Alabama Graphite and the Purchaser at any time before or after the Securityholder Meeting, except that any amendment after the Securityholder Meeting, which requires approval by securityholders, may not be made without such approval. COMPARISON OF SHAREHOLDER RIGHTS Westwater is incorporated under the laws of the State of Delaware. The rights of a stockholder of a Delaware corporation differ from the rights of a shareholder of a BCBCA corporation. See Appendix F to this Circular for a summary comparison of the rights of Alabama Graphite Shareholders and Westwater stockholders. Canadian Securities Law Matters REGULATORY MATTERS Ongoing Canadian Reporting Obligations of Westwater and Purchaser Neither Westwater nor Purchaser is currently a reporting issuer in any jurisdiction in Canada. Upon completion of the Arrangement, Westwater will become a reporting issuer in the provinces of British Columbia, Alberta and Ontario by virtue of the completion of the Arrangement with Alabama Graphite. Pursuant to section NI , Westwater will be generally exempt from Canadian statutory financial and other continuous and timely reporting requirements, including the requirement for insiders of Westwater to file reports with respect to trades of Westwater securities, provided Westwater complies with the requirements of U.S. Securities Laws and U.S. market requirements in respect of all financial and other continuous and timely reporting matters and Westwater files with the relevant Canadian securities regulatory authorities copies of its documents filed with the SEC under the U.S. Exchange Act. Qualification Resale of Westwater Shares The issue of Westwater Shares pursuant to the Arrangement will constitute distributions of securities which are exempt from the prospectus requirements of the Canadian Securities Laws. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute control distributions, Westwater Shares issued pursuant to the Arrangement may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort, or no effort, has been made to prepare the market or create demand. 69

80 U.S. Securities Law Matters The following discussion is a general overview of certain requirements of U.S. federal and state securities laws applicable to Alabama Graphite Securityholders. All holders of such securities are urged to obtain legal advice to ensure that their resale of such securities complies with applicable U.S. Securities Laws. Also see Notice to Alabama Graphite Securityholders in the United States. Alabama Graphite Securityholders who resell Westwater Shares must also comply with Canadian Securities Laws, as outlined above. Status Under U.S. Federal Securities Laws The Westwater Shares are registered under Section 12(b) of the U.S. Exchange Act and trade on NASDAQ, and Westwater is subject to periodic reporting obligations under the U.S. Exchange Act. Westwater is not a foreign private issuer as defined in Rule 3b-4 under the Exchange Act, and as a result Westwater and its insiders are subject to the proxy requirements, insider reporting requirements and short swing profit rules of the U.S. Exchange Act. Neither Alabama Graphite nor Purchaser has any class of securities registered under the U.S. Exchange Act or listed on any U.S. stock exchange, and is not subject to periodic reporting obligations under the U.S. Exchange Act. Exemption Relied Upon from the Registration Requirements of the U.S. Securities Act The Westwater Shares, Replacement Options and Underlying Shares, as applicable to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued in reliance on the exemption afforded by section 3(a)(10) of the U.S. Securities Act and corresponding exemptions from the registration or qualification requirements of state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts from registration the offer and sale of a security which is issued in specified exchange transactions where, among other things, the fairness of the terms and conditions of such exchange are approved after a hearing on the fairness of such terms and conditions, at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or governmental authority expressly authorized by Law to grant such approval and to hold such a hearing. Accordingly, the Final Order, if granted by the Court, constitutes a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the Westwater Shares, Replacement Options and Underlying Shares, as applicable, issued in connection with the Arrangement. Resale of Westwater Shares Within the United States The Westwater Shares to be issued under the Arrangement will not be subject to resale restrictions under the U.S. Securities Act, except that the U.S. Securities Act imposes restrictions on the resale of Westwater Shares received pursuant to the Arrangement by persons who are at the time of a resale, or who were within three months before the resale, affiliates of Westwater or Purchaser. An affiliate of an issuer is a person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Typically, persons who are executive officers, directors or 10% or greater shareholders of an issuer may be considered to be its affiliates. Any holder of Westwater Shares who is an affiliate of Westwater or Purchaser at the time of a proposed resale, or has been an affiliate within three months before a proposed resale, is urged to consult with its own legal advisor to ensure that any proposed resale of Westwater Shares issued to them under the Arrangement complies with applicable U.S. Securities Act requirements. State Blue Sky Securities Laws Westwater has agreed that it will use its commercially reasonable efforts ensure that the Westwater Shares, Replacement Options and Underlying Shares, as applicable to be issued pursuant to the Arrangement will either be registered or qualified under all applicable U.S. state securities laws, or exempt from such registration and qualification requirements. 70

81 No Westwater Shares, Replacement Options and Underlying Shares, as applicable, to be issued pursuant to the Arrangement will be delivered to persons in any state where the applicable state blue sky securities laws do not provide an exemption from the registration or qualification requirements of securities laws of that state. All Westwater Shares that would otherwise be delivered to persons in such states may be sold on their behalf, and holders may receive a cash payment in the amount of their pro rata entitlement to the net sale proceeds. Stock Exchange Listings and Approvals Westwater will apply to list the Westwater Shares issuable under the Arrangement on NASDAQ and it is a condition of closing that Westwater will have obtained approval for this listing (subject to customary conditions). See The Arrangement Agreement Conditions Precedent to the Arrangement. Alabama Graphite is a reporting issuer (or the equivalent) in the provinces of British Columbia, Alberta and Ontario. Alabama Graphite Shares currently trade on the TSXV, the OTCQB and the Frankfurt Exchange. If the Arrangement is completed, Westwater and Purchaser intend to have the Alabama Graphite Shares delisted from the TSXV and the Frankfurt Exchange. CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS The following summary describes the principal Canadian federal income tax considerations under the Tax Act of participating in or dissenting from the Plan of Arrangement, that are generally applicable to Alabama Graphite Shareholders who, for purposes of the Tax Act and at all relevant times: (i) hold their Alabama Graphite Shares, and will hold their Westwater Shares, as capital property; (ii) deal at arm s length with Alabama Graphite, Westwater and the Purchaser; and (iii) are not afliated with Alabama Graphite, Westwater or the Purchaser (a Holder ). The Alabama Graphite Shares and Westwater Shares will generally be considered to be capital property to a Holder thereof, unless the Alabama Graphite Shares or Westwater Shares are used or held in the course of carrying on a business or were acquired in a transaction or transactions considered to be an adventure of concern in the nature of trade. This summary is not applicable to a Holder: (i) that is a financial institution as dened in the Tax Act for the purposes of the mark-to-market rules; (ii) that is a specied nancial institution as dened in the Tax Act; (iii) an interest in which is a tax shelter investment as dened in the Tax Act; (iv) that has made an election under subsection 261(3) of the Tax Act to report its Canadian tax results (as defined in the Tax Act) in a currency other than Canadian currency; (v) that has entered into a derivative forward agreement, as defined in the Tax Act, in respect of the Alabama Graphite Shares or Westwater Shares; or (vi) in respect of which Westwater is or becomes a foreign affiliate (as defined in the Tax Act). Any holders to which this paragraph may apply should consult their own tax advisor with respect to the Plan of Arrangement. This summary is not applicable to a Holder who acquired their Alabama Graphite Shares pursuant to an Alabama Graphite Option. This summary also does not address the tax consequences applicable to Holders of Alabama Graphite Options and Alabama Graphite Warrants. Any such Holders should consult their own tax advisors. This summary is based on facts set out in this Circular, the current provisions of the Tax Act and the regulations promulgated thereunder (the Regulations ) and an understanding of the current published administrative practices and assessing policies of the Canada Revenue Agency (the CRA ) made publicly available as of the date prior to the date hereof. This summary also takes into account all specic proposals to amend the Tax Act and the Regulations (the Proposed Amendments ) announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, and assumes that all Proposed Amendments will be enacted in their form proposed. However, there can be no assurance that the Proposed Amendments will be enacted in the form proposed, or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative, or judicial action or decision, nor does it take into account provincial, territorial 71

82 or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below. On July 18, 2017, the Minister of Finance (Canada) released a consultation paper that included an announcement of the Government's intention to amend the Tax Act to, among other things, increase the amount of tax applicable to certain investment income earned through a private corporation (the "July 2017 Proposed Amendments"). No specific amendments to the Tax Act or the Regulations were proposed in connection with this announcement, but such amendments are expected to be announced as part of the 2018 federal budget. Holders that are private Canadian corporations should consult their own tax advisors regarding the July 2017 Proposed Amendments. This summary is of a general nature only, and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any Alabama Graphite Securityholder and no representations with respect to the income tax consequences to any particular Alabama Graphite Securityholder are made. Accordingly, all Alabama Graphite Securityholder should consult their own tax advisors for advice as to the income tax consequences to them of the Plan of Arrangement in their particular circumstances. Currency Conversion For purposes of the Tax Act, all amounts must be calculated in the Canadian currency using the exchange rate quoted by the Bank of Canada for the day such amount arose or such other rate as is acceptable to the CRA. Holders Resident in Canada The following portion of this summary is generally applicable to a Holder who is resident, or deemed to be resident, in Canada for purposes of the Tax Act (a Resident Holder ). Certain Resident Holders who might not otherwise be considered to hold their Alabama Graphite Shares as capital property may be entitled, in certain circumstances, to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such shares and all other Canadian securities as defined in the Tax Act owned by such Resident Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Resident Holders contemplating making a subsection 39(4) election should consult their tax advisor for advice as to whether the election is available or advisable in their particular circumstances. The election will not apply to any Westwater Shares. Disposition of Alabama Graphite Shares under the Plan of Arrangement Generally, a Resident Holder who disposes of Alabama Graphite Shares pursuant to the Plan of Arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which such Resident Holder s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Alabama Graphite Shares immediately before the disposition. A Resident Holder s proceeds of disposition should generally be equal to the fair market value of the Westwater Shares received by such Resident Holder in exchange for the disposition of Alabama Graphite Shares. See Certain Canadian Federal Income Tax Considerations Holders Resident in Canada Taxation of Capital Gains and Capital Losses below for a general discussion of the tax treatment of capital gains and capital losses under the Tax Act. Dividends on Westwater Shares A Resident Holder will be required to include in computing such Resident Holder s income for a taxation year the amount of any dividends, including amounts deducted for foreign withholding tax, if any, received 72

83 (or deemed to be received) on Westwater Shares. Dividends received on Westwater Shares by a Resident Holder who is an individual will not be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from taxable Canadian corporations (as defined in the Tax Act). A Resident Holder that is a corporation will not be entitled to deduct the amount of such dividends in computing its taxable income under the rules that generally apply to dividends received from taxable Canadian corporations. To the extent that foreign withholding tax is payable by a Resident Holder in respect of any dividends received on Westwater Shares, the Resident Holder may be eligible for a foreign tax credit or deduction under the Tax Act to the extent and under the circumstances described in the Tax Act. Resident Holders should consult their own tax advisors with respect to the availability of a foreign tax credit or deduction having regard to their own particular circumstances. Disposition of Westwater Shares after the Plan of Arrangement Generally, a Resident Holder who disposes of Westwater Shares will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Westwater Shares immediately before the disposition. See Certain Canadian Federal Income Tax Considerations Holders Resident in Canada Taxation of Capital Gains and Capital Losses below for a general discussion of the tax treatment of capital gains and capital losses under the Tax Act. Taxation of Capital Gains and Capital Losses Generally, one-half of any capital gain (a taxable capital gain ) realized by a Resident Holder in a taxation year must be included in the Resident Holder s income for the year, and one-half of any capital loss (an allowable capital loss ) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the shareholder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may, generally, be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act. The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of an Alabama Graphite Share may be reduced by the amount of dividends received or deemed to be received by the Resident Holder on the particular Alabama Graphite Share disposed of (or on shares for which such shares have been substituted) to the extent and under the circumstances described by the Tax Act. Similar rules may apply where a Resident Holder is a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Resident Holders should consult their own tax advisors in this regard. Additional Refundable Tax A Resident Holder that is, throughout the relevant taxation year, a Canadian-controlled private corporation (as defined in the Tax Act) may be liable to pay a refundable tax on its aggregate investment income (as defined in the Tax Act), including taxable capital gains and certain dividends. Alternative Minimum Tax A Resident Holder who is an individual (including certain trusts) and realizes a capital gain on the disposition of a share, including Alabama Graphite Shares and Westwater Shares, may thereby be liable for minimum tax to the extent and within the circumstances set out in the Tax Act. 73

84 Foreign Property Information Reporting In general, a Resident Holder that is a specified Canadian entity (as defined in the Tax Act) for a taxation year or a fiscal period and whose total cost amount (as defined in the Tax Act) of specified foreign property (as defined in the Tax Act), including Westwater Shares, at any time in the year or fiscal period exceeds $100,000 will be required to file an information return with the CRA for the taxation year or fiscal period disclosing certain prescribed information in respect of such property. Subject to certain exceptions, a Resident Holder generally will be a specified Canadian entity. Westwater Shares will be specified foreign property to a Resident Holder. Penalties may apply where a Resident Holder fails to file the required information return in respect of such Resident Holder s specified foreign property on a timely basis in accordance with the Tax Act. The reporting rules in the Tax Act relating to specified foreign property are complex and this summary does not purport to address all circumstances in which reporting may be required by a Resident Holder. Resident Holders should consult their own tax advisors regarding the reporting rules contained in the Tax Act. Offshore Investment Fund Property Rules The Tax Act contains provisions (the offshore investment fund property rules or OIF Rules ) which, in certain circumstances, may require a Resident Holder to include an amount in income in each taxation year in respect of the acquisition and holding of a Westwater Share if: (1) the value of such security may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of the capital stock of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (collectively, Investment Assets ) and (2) it may reasonably be concluded that one of the main reasons for the Resident Holder acquiring, holding or having such security was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act if the income, profits and gains had been earned directly by the Resident Holder. In making the determination under point (2) in the preceding paragraph, the OIF Rules provide that regard must be had to all of the circumstances, including (i) the nature, organization and operation of any nonresident entity, including Westwater, and the form of, and the terms and conditions governing, the Resident Holder s interest in, or connection with, any such non-resident entity, (ii) the extent to which any income, profit and gains that may reasonably be considered to be earned or accrued, whether directly or indirectly, for the benefit of any non-resident entity, including Westwater, are subject to an income or profits tax that is significantly less than the income tax that would be applicable to such income, profits and gains if they were earned directly by the Resident Holder, and (iii) the extent to which any income, profits and gains of any non-resident entity, including Westwater, for any fiscal period are distributed in that or the immediately following fiscal period. If applicable to Westwater Shares held by a Resident Holder, the OIF Rules generally require the Resident Holder to include in the Resident Holder s income for each taxation year in which the Resident Holder owns such securities an imputed return equal to the amount, if any, by which (i) the total of all amounts each of which is the product obtained when the Resident Holder s designated cost (as defined in the Tax Act) of such securities at the end of a month in the year is multiplied by one-twelfth of the aggregate of the prescribed rate of interest for the period including that month plus two percentage points exceeds (ii) any dividends or other amounts included in computing such Resident Holder s income for the year (other than a capital gain) from such securities determined without reference to the OIF Rules. Any amount required to be included in computing a Resident Holder s income in respect of Westwater Shares under these provisions will be added to the adjusted cost base and the designated cost of such securities to the Resident Holder. 74

85 The OIF Rules are complex and their application will potentially depend, in part, on the reasons for a Resident Holder acquiring, holding or having Westwater Shares. Resident Holders are urged to consult their own tax advisors regarding the application and consequences of the OIF Rules in their own particular circumstances. Eligibility for Investment Provided that the Westwater Shares acquired by investors pursuant to the Plan of Arrangement are then listed on a designated stock exchange for the purposes of the Tax Act, which currently includes the NASDAQ, the Westwater Shares will, on that date, be qualified investments under the Tax Act for trusts governed by registered retirement savings plans ( RRSPs ), registered retirement income funds ( RRIFs ), registered disability savings plans ( RDSPs ), deferred profit sharing plans, registered education savings plans ( RESPs ) and tax-free savings accounts ( TFSAs ). Notwithstanding the foregoing, if an Offered Share is a prohibited investment for a RRSP, RRIF, TFSA, RDSP, or RESP, the annuitant under the RRSP or RRIF, the holder of the TFSA or RDSP, or the subscriber of the RESP (as applicable) may be subject to a penalty tax under the Tax Act. An Offered Share will not be a prohibited investment provided that the holder, annuitant, or subscriber, as the case may be: (i) deals at arm s length with Westwater for purposes of the Tax Act and (ii) does not have a significant interest in Westwater (within the meaning of the Tax Act). In addition, a Westwater Share will generally not be a prohibited investment for a RRSP, RRIF, TFSA, RDSP or RESP if the Offered Share is an excluded property (as defined in the Tax Act) for such RRSP, RRIF, TFSA, RDSP or RESP as applicable. Investors who intend to hold their Westwater Shares in an RRSP, RRIF, TFSA, RDSP or RESP should consult with their own tax advisors regarding whether the Westwater Shares would be prohibited investments in their particular circumstances. Dissenting Resident Holder of Shares Disposition of Alabama Graphite Shares under the Plan of Arrangement A Resident Holder who validly exercises Dissent Rights under the Plan of Arrangement (a Dissenting Resident Holder ) will be deemed to have transferred its Alabama Graphite Shares to the Purchaser and will be entitled to receive a payment from the Purchaser of an amount equal to the fair market value of the Dissenting Resident Holder s Alabama Graphite Shares. A Dissenting Resident Holder will be deemed to have disposed of the Alabama Graphite Shares for proceeds of disposition equal to the cash payment received by the Dissenting Resident Holder and will realize a capital gain (or a capital loss) to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base of such Alabama Graphite Shares to the Dissenting Resident Holder. Any such capital gain (or capital loss) will be subject to the tax treatment described above under the heading Certain Canadian Federal Income Tax Considerations Holders Resident in Canada Taxation of Capital Gains and Capital Losses. Interest awarded to a Dissenting Resident Holder by a court must be included in the Dissenting Resident Holder s income for the purposes of the Tax Act. In addition, a Dissenting Resident Holder that, throughout the relevant taxation year, is a Canadian-controlled private corporation (as defined in the Tax Act) may be liable to pay a refundable tax in respect of its aggregate investment income (as defined in the Tax Act), including interest income. A Dissenting Resident Holder who is an individual (including certain trusts) and realizes a capital gain on the disposition of an Alabama Graphite Share may thereby be liable for minimum tax to the extent and within the circumstances set out in the Tax Act. Holders Not Resident in Canada The following section of this summary is applicable to Holders who, for purposes of the Tax Act and any applicable income tax treaty or convention and at all relevant times, is not, and is not deemed to be, a 75

86 resident of Canada, and does not, and is not deemed to, use or hold their Alabama Graphite Shares or Westwater Shares in a business carried on in Canada, and is not an insurer who carries on, or is deemed to carry on, an insurance business in Canada and elsewhere (a Non-Resident Holder ). Disposition of Alabama Graphite Shares under the Plan of Arrangement A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of Alabama Graphite Shares, unless the Alabama Graphite Shares are taxable Canadian property to the Non-Resident Holder for purposes of the Tax Act and the Shares are not treaty-protected property of the Non-Resident Holder for purposes of the Tax Act. Generally, the Alabama Graphite Shares will not constitute taxable Canadian property to a Non-Resident Holder at the time of disposition provided that the Alabama Graphite Shares are listed at that time on a designated stock exchange (which currently includes the TSXV) unless at any particular time during the 60-month period that ends at that time (i) one or any combination of (a) the Holder, (b) persons with whom the Holder does not deal with at arm s length, and (c) partnerships in which the Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, has owned 25% or more of the issued shares of any class or series of the capital stock of Alabama Graphite, and (ii) more than 50% of the fair market value of the Alabama Graphite Shares was derived directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada; (ii) Canadian resource properties (as dened in the Tax Act); (iii) timber resource properties (as dened in the Tax Act); and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Alabama Graphite Shares could be deemed to be taxable Canadian property. Even if the Alabama Graphite Shares are taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of the Alabama Graphite Shares will not be included in computing the Non-Resident Holder s taxable income earned in Canada for the purposes of the Tax Act if, at the time of the disposition, the Alabama Graphite Shares constitute treaty protected property of the Non-Resident Holder for purposes of the Tax Act. Alabama Graphite Shares will generally be considered treaty-protected property of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from their disposition would, because of an applicable income tax treaty between Canada and the country in which the Non-Resident Holder is resident for purposes of such treaty and in respect of which the Non-Resident Holder is entitled to receive benets thereunder, be exempt from tax under the Tax Act. Non-Resident Holders whose Alabama Graphite Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their Alabama Graphite Shares constitute treaty-protected property. Dividends on Westwater Shares Dividends paid on Westwater Shares to a Non-Resident Holder will not be subject to Canadian withholding tax or other income tax under the Tax Act. Disposition of Westwater Shares after the Plan of Arrangement A Non-Resident Holder will not be subject to Canadian federal income tax in respect of any capital gain arising on an actual or deemed disposition of a Westwater Share unless, at the time of disposition, the Westwater Share is taxable Canadian property as defined in the Tax Act, and is not treaty-protected property as so defined. See Certain Canadian Federal Income Tax Considerations Holders Not Resident in Canada Disposition of Alabama Graphite Shares under the Plan of Arrangement for greater detail. Non-Resident Holders whose Westwater Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their Westwater Shares constitute treaty-protected property. 76

87 Dissenting Non-Resident Holders of Alabama Graphite Shares A Non-Resident Holder who validly exercises Dissent Rights under the Plan of Arrangement (a Dissenting Non-Resident Holder ) will be deemed to have transferred such Dissenting Non-Resident Holder s Alabama Graphite Shares to the Purchaser, and will be entitled to receive a payment from the Purchaser of an amount equal to the fair market value of the Dissenting Non-Resident Holder s Alabama Graphite Shares. A Dissenting Non-Resident Holder will be deemed to have disposed of the Alabama Graphite Shares for proceeds of disposition equal to the cash payment received by the Dissenting Non-Resident Holder and realize a capital gain to the extent that the proceeds of disposition, net of any reasonable costs of disposition, exceed the adjusted cost base of such Alabama Graphite Shares to the Dissenting Non- Resident Holder. Any such capital gain will not be subject to tax under the Tax Act, unless, as described above under Certain Canadian Federal Income Tax Considerations Holders Not Resident in Canada Disposition of Alabama Graphite Shares under the Plan of Arrangement, such Alabama Graphite Shares constitute taxable Canadian property to the Dissenting Non-Resident Holder for purposes of the Tax Act and do not constitute treaty protected property to the Dissenting Non-Resident Holder. Interest awarded to a Dissenting Non-Resident Holder by a court will not generally be subject to Canadian withholding tax. RISK FACTORS The following risk factors should be considered by Alabama Graphite Securityholders in evaluating whether to approve the Arrangement Resolution. These risk factors should be considered in conjunction with the other information contained in or incorporated by reference into this Circular. These risk factors relate to the Arrangement. For information on risks and uncertainties relating to the business of Alabama Graphite, see Information Relating to Alabama Graphite Risk Factors and for information on risks and uncertainties relating to the business of Westwater, see Information Relating to Westwater Risk Factors. Risks Related to the Arrangement Conditions Precedent to Closing of the Arrangement The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside Alabama Graphite s control, including receipt of the Final Order, receipt of Alabama Graphite Securityholder Approval, and receipt of Regulatory Approvals. In addition, the completion of the Arrangement by Westwater is conditional on, among other things, Westwater Shareholder Approval and no action or circumstance occurring that would result in a Material Adverse Effect. There can be no certainty, nor can Alabama Graphite provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived and, accordingly, the Arrangement may not be completed. If the Arrangement is not completed, the market price of Alabama Graphite Shares may be adversely affected. Market Price of the Alabama Graphite Shares If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of Alabama Graphite Shares may be materially adversely affected. Alabama Graphite s business, financial condition or results of operations could also be subject to various material adverse consequences, including that Alabama Graphite would remain liable for costs relating to the Arrangement. 77

88 Termination in Certain Circumstances Each of Alabama Graphite and Westwater has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement. Accordingly, there can be no certainty, nor can Alabama Graphite provide any assurance that the Arrangement will not be terminated by either of Alabama Graphite or Westwater prior to the completion of the Arrangement. In addition, if the Arrangement is not completed by the Outside Date, either Alabama Graphite or Westwater may choose to terminate the Arrangement Agreement. The Arrangement Agreement also includes an Expense Reimbursement payable if the Arrangement Agreement is terminated in certain circumstances. The Expense Reimbursement provided under the Arrangement Agreement may discourage other parties from attempting to acquire Alabama Graphite Under the Arrangement Agreement, Alabama Graphite would be required to pay an Expense Reimbursement of US$1.5 million in the event the Arrangement Agreement is terminated in certain circumstances. This Expense Reimbursement may discourage other parties from attempting to acquire Alabama Graphite Shares or otherwise make an Acquisition Proposal to Alabama Graphite, even if those parties would otherwise be willing to offer greater value to Alabama Graphite Shareholders than that offered by Westwater under the Arrangement. Uncertainty Surrounding the Arrangement As the Arrangement is dependent upon satisfaction of certain conditions, its completion is uncertain, if the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of Alabama Graphite s resources to the completion thereof could have a negative impact on Alabama Graphite s relationships with its stakeholders and could have a material adverse effect on the current future operations, financial condition and prospects of Alabama Graphite. In addition, Alabama Graphite may incur significant transaction expenses in connection with the Arrangement, regardless of whether the Arrangement is completed. Alabama Graphite is subject to customary nonsolicitation provisions under the Arrangement Agreement. The Arrangement Agreement also restricts Alabama Graphite from taking specified actions until the Arrangement is completed without the consent of Westwater. These restrictions may prevent Alabama Graphite from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. Risks Associated with a Fixed Exchange Ratio The Exchange Ratio of an Alabama Graphite Share to a Westwater Share is fixed and will not increase or decrease due to fluctuations in the market price of Westwater Shares or Alabama Graphite Shares. The market price of Westwater Shares or Alabama Graphite Shares could each fluctuate significantly prior to the Effective Date in response to various factors and events, including, without limitation, as a result of the differences between Westwater s and Alabama Graphite s actual financial or operating results and those expected by investors and analysts, changes in analysts' projections or recommendations, changes in general economic or market conditions, and broad market fluctuations. As a result of such fluctuations, historical market prices are not indicative of future market prices or the market value of the Westwater Shares that holders of Alabama Graphite Shares may receive on the Effective Date. There can be no assurance that the market value of the Westwater Shares that the holders of Alabama Graphite Shares may receive on the Effective Date will equal or exceed the market value of the Alabama Graphite Shares held by such Alabama Graphite Shareholders prior to the Effective Date. Similarly, there can be no assurance that the trading price of Westwater Shares will not decline following the completion of the Arrangement. 78

89 Westwater's public filings are subject to U.S. disclosure standards, which differ from Canadian requirements Westwater is an SEC issuer that is required to prepare and file its periodic and other filings in accordance with U.S. securities laws. As a result, certain of the information about Westwater that is contained in this Circular was prepared in conjunction with Westwater's financial statements that were prepared in accordance with U.S. GAAP and other U.S. disclosure regulations, rather than the requirements that would apply in Canada. Because Westwater s disclosure requirements are different from Canadian requirements, the information about Westwater contained in this Circular may not be comparable to similar information available about Alabama Graphite or other Canadian issuers. If the Arrangement does not occur, Westwater 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, Westwater, Alabama Graphite and Alabama Graphite Company, Inc. (together, the "Borrower") entered into the Loan Agreement. Under the Loan Agreement, Westwater has agreed to provide a secured convertible nonrevolving 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 Westwater 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 and unlikely whether the Borrower would be able to repay such outstanding balance under the Loan Agreement. The fairness opinion obtained by Alabama Graphite from its financial advisors will not reflect changes in circumstances subsequent to the date of the fairness opinion Alabama Graphite obtained an opinion from Echelon regarding the fairness, from a financial point of view, of the share exchange ratio and the aggregate consideration payable to Alabama Graphite's Securityholders provided for in the Arrangement pursuant to the Arrangement Agreement. See The Arrangement Echelon Fairness Opinion. The Echelon Fairness Opinion is provided as Appendix E to this Circular. 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 Alabama Graphite, changes in Alabama Graphite'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 Echelon Fairness Opinion is based, may materially alter or affect the fairness of the Arrangement to the stockholders of Alabama Graphite. The foregoing risks or other risks arising in connection with the failure of the Arrangement, including the diversion of management attention from conducting the business of Alabama Graphite, may have a material adverse effect on Alabama Graphite s business operations, financial results and share price. Risks Related to the Combined Company The business and operations of the Combined Company will be subject to the risks described in the documents of Westwater incorporated by reference in this Circular, including, without limitation, the risks described in Westwater s Annual Report filed on Form 10-K for the year ended December 31, 2016 and Quarterly Reports filed on From 10-Q for the periods ended March 31, 2017, June 30, 2017 and September 30, 2018, and the risks described in Alabama Graphite s management discussion and analysis for the three months ended November 30, 2017 filed on SEDAR at The Combined Company s business, financial condition, results of operations and cash flows could be materially adversely affected by any of these risks. The market or trading price of Westwater s securities could decline due to any of these risks. Additional risks not presently known to Westwater or that Westwater currently deems immaterial may also impair the Combined Company s business and operations. In addition to risks associated with Westwater s business and operations, the following 79

90 additional risks are associated with the Combined Company. Westwater and Alabama Graphite may not integrate successfully Westwater intends to integrate the operation of Alabama Graphite with its own operations, much of which may occur during the second and third quarters of As a result, the combination will present challenges to management, including the integration of management structures, operations, information technology and accounting systems and personnel of the two companies, and special risks, including possible unanticipated liabilities, unanticipated costs, diversion of management's attention and the loss of key employees or customers. The difficulties Westwater s management encounters in the transition and integration processes could have an adverse effect on the revenues, level of expenses and operating results of the Combined Company. As a result of these factors, it is possible that any anticipated benefits from the combination will not be realized. The pro forma financial statements 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 The pro forma financial statements contained in this Circular 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 Westwater and Alabama Graphite and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Arrangement. The information upon which these adjustments and assumptions have been made is preliminary, and these types of 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 Westwater and Alabama Graphite 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 not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information 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 a significant decrease in the stock price of Westwater. The issuance and future sale of Westwater Shares could affect the market price Based on a closing share price for Westwater Shares on NASDAQ on February 6, 2018 of US$0.82 and the number of outstanding Alabama Graphite Shares as of such time, Westwater expects to issue at the Effective Time an aggregate of 11,625,215 Westwater Shares. The issuance of these Westwater Shares, and the sale of Westwater Shares in the public market from time to time, could depress the market price for Westwater Shares. The future trading price of the Westwater Shares may not meet the NASDAQ listing requirements Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The closing share price for Westwater Shares on NASDAQ on February 6, 2018 was US$0.82. The Westwater Shares have been trading below the US$1.00 requirement since January 26, If the Westwater Shares continue to trade below US$1.00 for 30 consecutive business days, Westwater will receive written notification from NASDAQ notifying Westwater that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Rules for continued listing on the Nasdaq Capital Market, and Westwater will have 180 calendar days to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the 80

91 Westwater Shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event Westwater does not regain compliance within the time prescribed, the Westwater Shares may be delisted from NASDAQ. The Westwater Shares to be received by Alabama Graphite Shareholders as a result of the Arrangement will have different rights from the Alabama Graphite Shares Westwater is a Delaware corporation. Alabama Graphite is a company incorporated and existing under the BCBCA. Upon completion of the Arrangement, Alabama Graphite Shareholders will become Westwater Shareholders and their rights as stockholders will be governed by the Westwater Certificate, Westwater By-Laws and Delaware Law. Certain of the rights associated with Westwater Shares under Delaware Law are different from the rights associated with Alabama Graphite Shares under the BCBCA. See Comparison of Rights of Alabama Graphite Shareholders and Westwater Stockholders in Appendix F to this Circular for a discussion of the different rights associated with Westwater Shares. Enforcement of Rights Against the Combined Company in Canada Westwater is located outside Canada and, following the Effective Time, the majority its directors, officers and experts are expected to reside outside of Canada. Accordingly, it may not be possible for Westwater Shareholders to effect service of process within Canada upon the Combined Company or the majority of its directors, officers or experts, or to enforce judgments obtained in Canadian courts against the Combined Company or the majority of its directors, officers or experts. The Combined Company will require significant capital to fund its future operations, which may not be available on terms acceptable to Westwater 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 from other mining companies Westwater's uranium and lithium businesses and Alabama Graphite s graphite business are highly competitive. The Combined Company will face competition from existing companies, which are capable of mining and producing uranium, lithium and graphite and their respective 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 either uranium, lithium or graphite significantly decrease. 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. 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. Before contracting with battery manufacturers or those that supply them, the Combined Company 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. 81

92 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 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. The Combined Company's operations are subject to government regulations and licensing The future operations of the Combined Company, 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 the Combined Company 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 Westwater'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. The Combined Company s foreign operations subject the Combined Company to a number of significant regulatory and legal risks that may have a material adverse impact on its prospects, projects, financial condition and results of operations. Foreign operations are important to Westwater, and as a result, the Combined Company s future prospects and growth, and such foreign operations expose the Combined Company to a number of risks. These risks include such things as: 82

93 enforcement of unfamiliar or uncertain foreign real estate, mineral tenure, contract, water use, mine safety and environmental laws and policies; challenges to mining, processing and related permits and licenses, or to applications for permits and licenses, by or on behalf of regulatory authorities, indigenous populations, non-governmental organizations or other third parties; war, crime, terrorism, sabotage, civil unrest and uncertain political and economic environments; renegotiation, nullification or forced modification of existing contracts, licenses, permits, approvals, concessions or the like; corruption; challenges in overseeing employees and contractors, including the risk that the employees and independent contractors of the combined company may engage in unauthorized or illegal activity; exchange and currency controls and fluctuations; limitations on foreign exchange and repatriation of earnings; restrictions on mineral production and price controls; seizure of mineral production and expropriation or nationalization of property; changes in legislation, including changes related to taxation, new or increased mining royalty interests, import and export regulations, foreign ownership, foreign trade and foreign investment; high rates of inflation; and labor practices and disputes. In addition, the Combined Company may encounter unexpected problems. Westwater continues to review its operations in Turkey, including compliance with local laws and applicable permitting requirements. In the event Westwater determines material noncompliance, Westwater could face fines or restrictions on our ability to develop our projects in Turkey, which could have a material adverse effect on the Combined Company s prospects, projects, financial condition and results of operations. In addition, regulatory, permitting and business arrangements in foreign jurisdictions are subject to extensive laws and regulations intended to prevent improper payments, fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of business arrangements that are commonplace in such foreign jurisdictions, and violations of such laws and regulations could result in regulatory sanctions and serious harm to our reputation. Westwater has adopted a code of business conduct and ethics, but it is not always possible to identify and deter misconduct, and the precautions Westwater takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting Westwater from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against Westwater and Westwater is not successful in defending itself, those actions could have a significant impact on the combined business, including the imposition of significant civil, criminal and administrative penalties. 83

94 The ability to operate will be dependent on the combined company s ability to develop our properties and then mine them at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. The volatility of graphite, uranium and lithium prices makes longrange planning uncertain and raising capital difficult Our ability to operate will be dependent on the combined company s ability to develop our properties and then operate them at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties. The volatility of graphite, uranium and lithium prices makes longrange planning uncertain and raising capital difficult. Our ability to obtain positive cash flow will be dependent on developing and then mining sufficient quantities of graphite, uranium or lithium at a profit sufficient to finance our operations and for the acquisition and development of additional mining properties. Any profit will necessarily be dependent upon, and affected by, the long and short term market prices of graphite, uranium and lithium, which are subject to significant fluctuation. For example, uranium prices have been and will continue to be affected by numerous factors beyond our control such as the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium supply and production levels and costs of production. A significant, sustained drop in graphite, uranium or lithium prices would cause us to recognize impairments of the carrying value of our graphite, uranium, lithium or other assets, which could have a material adverse effect on the Combined Company. Westwater's and Alabama Graphite's operations are each subject to environmental risks Westwater and Alabama Graphite are required to comply with environmental protection laws and regulations and permitting requirements, and the Combined Company anticipates that it will be required to continue to do so in the future. Westwater has expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and Westwater 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. The Combined Company 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 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 84

95 regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect Westwater's or Alabama Graphite's respective results of operations and business or may cause material changes or delays in Westwater's or Alabama Graphite's intended activities. Each of Westwater'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 Westwater 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 Westwater 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 the Combined Company's stockholders In order to finance the Combined Company's future production plans and working capital needs, the Combined Company may have to raise funds through the issuance of equity or debt securities. Westwater currently has no authorized preferred stock. Depending on the type and the terms of any financing Westwater pursues, stockholders' rights and the value of their investment in Westwater's common stock could be reduced. For example, if Westwater has to issue secured debt securities, the holders of the debt would have a claim to Westwater'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 Westwater's common stock, the market price of Westwater's common stock could be negatively impacted. 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 Westwater's common stock. Any issuance of additional shares of Westwater's common stock would be dilutive to existing stockholders and could adversely affect the market price of Westwater's common stock. RIGHTS OF DISSENTING ALABAMA GRAPHITE SHAREHOLDERS The following is a summary of the provisions of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, relating to an Alabama Graphite Shareholder s dissent rights in respect of the Arrangement Resolution. Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Holder who seeks payment of the fair value of its Alabama Graphite Shares and is qualified in its entirety by reference to the full text of Sections 237 to 247 of the BCBCA, which is attached to this Circular as Appendix G, as modified by the Plan of Arrangement and the Interim Order. The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Holder should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of all Dissent Rights. 85

96 The Interim Order expressly provides registered holders of Alabama Graphite Shares with the right to dissent with respect to the Arrangement Resolution. Each Dissenting Holder is entitled to be paid the fair value (determined as of the close of business on the day before the Arrangement Resolution was adopted at the Securityholder Meeting) of all, but not less than all, of the Dissenting Holder s Alabama Graphite Shares, provided that the Dissenting Holder duly dissents to the Arrangement Resolution and the Arrangement becomes effective. In accordance with the Interim Order, any such payment of fair value will be satisfied in Westwater Shares with the value of such Westwater Shares. It is a condition to completion of the Arrangement in favour of Westwater, that Dissent Rights have not been exercised (or, if exercised, remain unwithdrawn) with respect to more than 5% of the issued and outstanding Alabama Graphite Shares. In many cases, Alabama Graphite Shares beneficially owned by a holder are registered either (a) in the name of an Intermediary that the beneficial Alabama Graphite Shareholder deals with in respect of such shares, or (b) in the name of a depositary, such as CDS, of which the Intermediary is a participant. Accordingly, a beneficial Alabama Graphite Shareholder will not be entitled to exercise his, her or its rights of dissent directly (unless the Alabama Graphite Shares are reregistered in the beneficial Alabama Graphite Shareholder s name). With respect to Alabama Graphite Shares in connection to the Arrangement, pursuant to the Interim Order, a registered Alabama Graphite Shareholder may exercise rights of dissent under Section 237 to Section 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order; provided that, notwithstanding Section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution must be received from Alabama Graphite Shareholders who wish to dissent by Alabama Graphite with a copy to Alabama Graphite s counsel not later than 5:00 p.m. (Eastern Standard time) two Business Days immediately preceding the date of the Securityholder Meeting (or if the Securityholder Meeting is postponed or adjourned, at least 48 hours (excluding non-business Days) prior to the date of the postponed or adjourned Securityholder Meeting). Alabama Graphite s address for such purpose is Alabama Graphite at 100 King Street West, Suite 5700, Toronto, Ontario, M5X 1C7, Attention: Tyler W. P. Dinwoodie, President, with a copy to Miller Thomson LLP at 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, Canada, Attention: Geoff Clarke. To exercise Dissent Rights, an Alabama Graphite Shareholder must dissent with respect to all Alabama Graphite Shares of which it is the registered and beneficial owner. A registered Alabama Graphite Shareholder who wishes to dissent must deliver written notice of dissent to Alabama Graphite as set forth above and such notice of dissent must strictly comply with the requirements of Section 242 of the BCBCA. Any failure by an Alabama Graphite Shareholder to fully comply with the provisions of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of that holder s Dissent Rights. Beneficial Alabama Graphite Shareholders who wish to exercise Dissent Rights must cause the registered Alabama Graphite Shareholder holding their Alabama Graphite Shares to deliver the notice of dissent. To exercise Dissent Rights, a registered Alabama Graphite Shareholder must prepare a separate notice of dissent for him, her or itself, if dissenting on his, her or its own behalf, and for each other beneficial Alabama Graphite Shareholder who beneficially owns Alabama Graphite Shares registered in the Alabama Graphite Shareholder s name and on whose behalf the Alabama Graphite Shareholder is dissenting; and, if dissenting on its own behalf, must dissent with respect to all of the Alabama Graphite Shares registered in his, her or its name or if dissenting on behalf of a beneficial Alabama Graphite Shareholder, with respect to all of the Alabama Graphite Shares registered in his, her or its name and beneficially owned by the beneficial Alabama Graphite Shareholder on whose behalf the Alabama Graphite Shareholder is dissenting. The notice of dissent must set out the number of Alabama Graphite Shares in respect of which the Dissent Rights are being exercised (the Notice Shares ) and: (a) if such Alabama Graphite Shares constitute all of the Alabama Graphite Shares of which the Alabama Graphite Shareholder is the registered and beneficial owner and the Alabama Graphite Shareholder owns no other Alabama Graphite Shares beneficially, a statement to that effect; (b) if such Alabama Graphite Shares constitute all of the Alabama Graphite Shares of which the Alabama Graphite Shareholder is both the registered and beneficial owner, but the Alabama Graphite Shareholder owns additional Alabama Graphite Shares beneficially, a statement to that effect and the names of the registered Alabama Graphite Shareholders of those other Alabama Graphite Shares, the number of Alabama Graphite Shares held by each such registered Alabama Graphite Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other Alabama Graphite Shares; or (c) if the 86

97 Dissent Rights are being exercised by a registered Alabama Graphite Shareholder who is not the beneficial owner of such Alabama Graphite Shares, a statement to that effect and the name and address of the beneficial Alabama Graphite Shareholder and a statement that the registered Alabama Graphite Shareholder is dissenting with respect to all Alabama Graphite Shares of the beneficial Alabama Graphite Shareholder registered in such registered holder s name. If the Arrangement Resolution is approved, and Alabama Graphite notifies a registered holder of Notice Shares of Alabama Graphite s intention to act upon the Arrangement Resolution pursuant to Section 243 of the BCBCA, in order to exercise Dissent Rights, such Alabama Graphite Shareholder must, within one month after Alabama Graphite gives such notice, send to Alabama Graphite a written notice that such holder requires the purchase of all of the Notice Shares in respect of which such holder has given notice of dissent. Such written notice must be accompanied by the certificate or certificates representing those Notice Shares (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by the Alabama Graphite Shareholder on behalf of a beneficial Alabama Graphite Shareholder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the Alabama Graphite Shareholder becomes a Dissenting Holder, and is bound to sell and Purchaser is bound to purchase those Alabama Graphite Shares. Such Dissenting Holder may not vote, or exercise or assert any rights of an Alabama Graphite Shareholder in respect of such Notice Shares, other than the rights set forth in Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order. Dissenting Holders who are: (i) ultimately entitled to be paid fair value for their Alabama Graphite Shares, will be paid an amount equal to such fair value by Purchaser, and will be deemed to have transferred such Alabama Graphite Shares as of the Effective Time to Purchaser, without any further act or formality, and free and clear of all liens, claims and encumbrances; or (ii) ultimately not entitled, for any reason, to be paid fair value for their Alabama Graphite Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting Holder who did not deposit with the Depositary a duly completed Letter of Transmittal and will be entitled to receive the Consideration from Purchaser in the same manner as such non-dissenting Holder. If a Dissenting Holder is ultimately entitled to be paid by Purchaser for their Notice Shares, such Dissenting Holder may enter an agreement with Purchaser for the fair value of such Notice Shares. If such Dissenting Holder does not reach an agreement with Purchaser, such Dissenting Holder, or Purchaser, may apply to the Court, and the Court may: (i) determine the payout value of the Notice Shares, or order that the payout value of the Notice Shares be established by arbitration or by reference to the registrar, or a referee, of the Court; (ii) join in the application of each Dissenting Holder who has not agreed with Alabama Graphite on the amount of the payout value of the Notice Shares; and (iii) make consequential orders and give directions as the Court considers appropriate. There is no obligation on Purchaser to make application to the Court. The Dissenting Holder will be entitled to receive the fair value that the Notice Shares had as of the close of business on the day before the Arrangement Resolution was adopted at the Securityholder Meeting, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable). After a determination of the fair value of the Notice Shares, Purchaser must then promptly pay that amount to the Dissenting Holder. In no circumstances will Purchaser, Westwater, Alabama Graphite or any other Person be required to recognize a Person as a Dissenting Holder: (i) unless such Person is the registered holder of those Alabama Graphite Shares in respect of which Dissent Rights are sought to be exercised immediately prior to the Effective Time; (ii) if such Person has voted or instructed a proxyholder to vote such Notice Shares in favour of the Arrangement Resolution; or (iii) unless such Person has strictly complied with the 87

98 procedures for exercising Dissent Rights set out in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order and does not withdraw such notice of dissent prior to the Effective Time. In no event will Purchaser, Westwater, Alabama Graphite or any other Person be required to recognize a Dissenting Holder as the holder of any Alabama Graphite Share in respect of which Dissent Rights have been validly exercised and not withdrawn at and after the Effective Time, and at the Effective Time the names of such Dissenting Holders will be deleted from the central securities register of Alabama Graphite as at the Effective Time. For greater certainty, in addition, to any other restrictions in the Interim Order, no Person shall be entitled to exercise Dissent Rights with respect to Alabama Graphite Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the Arrangement Resolution. Holders of Alabama Graphite Options and Alabama Warrants are not entitled to Dissent Rights. Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Holder if, before full payment is made for the Notice Shares, the Arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Holder withdraws the notice of dissent with Alabama Graphite s written consent. If any of these events occur, Alabama Graphite must return the share certificates representing the Alabama Graphite Shares to the Dissenting Holder and the Dissenting Holder regains the ability to vote and exercise its rights as an Alabama Graphite Shareholder. The discussion above is only a summary of the Dissent Rights, which are technical and complex. An Alabama Graphite Shareholder who intends to exercise Dissent Rights must strictly adhere to the procedures established in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and failure to do so may result in the loss of all Dissent Rights. Persons who are beneficial shareholders of Alabama Graphite Shares registered in the name of an Intermediary, or in some other name, who wish to exercise Dissent Rights should be aware that only the registered owner of such Alabama Graphite Shares is entitled to dissent. Accordingly, each Alabama Graphite Shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with the provisions of the Interim Order and Sections 237 to 247 of the BCBCA, which are attached to this Circular as Appendices D and H, respectively, and seek his, her or its own legal advice. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS Other than as disclosed in this Circular, no informed person (as defined in NI ) of Alabama Graphite, nor any proposed director of Alabama Graphite nor any associate or affiliate of any such informed person or proposed director, had any material interest, direct or indirect, in any transaction since the commencement of Alabama Graphite s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Alabama Graphite or any of its Subsidiaries. See Interests of Certain Parties in the Arrangement. INTEREST OF EXPERTS OF ALABAMA GRAPHITE AND WESTWATER The following persons and companies have prepared certain sections of this Circular and/or Appendices attached hereto as described below, or are named as having prepared or certified a report, statement or opinion in or incorporated by reference in this Circular. Name of Expert (1) Echelon UHY McGovern Hurley LLP (2) Hein & Associates LLP (3) Nature of Relationship Authors responsible for the preparation of the Echelon Fairness Opinion Auditors of Alabama Graphite Auditors of Westwater 88

99 Notes: (1) To the knowledge of Alabama Graphite, none of the experts so named (or any of the designated professionals thereof) held securities representing more than 1% of all issued and outstanding Alabama Graphite Shares as at the date of the statement, report or valuation in question, and none of the persons above is or is expected to be elected, appointed or employed as a director, officer or employee of Alabama Graphite or of any associate or affiliate of Alabama Graphite. (2) UHY McGovern Hurley LLP is independent with respect to Alabama Graphite within the meaning of the Rules of Professional Conduct of the Institute of Chartered Public Accountants of Ontario. Note (1) is not intended to apply to UHY McGovern Hurley LLP. (3) Hein & Associates LLP has advised Alabama Graphite that it is independent with respect to Westwater within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in the United States and any applicable legislation or regulation. Note (1) is not intended to apply to Hein & Associates LLP. ADDITIONAL INFORMATION Additional information relating to Alabama Graphite may be found on SEDAR at and at Alabama Graphite s website at Financial information is provided in Alabama Graphite s consolidated financial statements and Management s Discussion and Analysis ( MD&A ) for the most recently completed financial year. Alabama Graphite Shareholders may also contact the Corporate Secretary of Alabama Graphite at First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7, Attention: Tyler W.P. Dinwoodie, to request copies of Alabama Graphite s consolidated financial statements and MD&A. Pursuant to NI , Alabama Graphite is required to annually send a request form to registered holders and beneficial owners of Alabama Graphite Securities, other than debt securities, that such registered holders and beneficial owners may use to request a copy of Alabama Graphite s annual financial statements and MD&A, interim financial statements and MD&A, or both. Registered holders and beneficial owners should review the request form carefully. Copies of these documents can also be found at Westwater files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information at the SEC s public reference room at 100 F Street, N.E., Washington, D.C Please call the SEC at SEC-0330 or for further information on the public reference room. The SEC also maintains an Internet website that contains reports, proxy statements and other information regarding issuers, including Westwater, who file electronically with the SEC. The address of that site is 89

100 APPROVAL OF THIS INFORMATION CIRCULAR The contents and the provision of this Circular have been approved by the Board of Directors. DATED this 7 th day of February, (signed) Jean Depatie Jean Depatie, Chair of the Board of Directors, on behalf of the Board. 90

101 CONSENT OF ECHELON To: The Special Committee of the Board of Directors and the Board of the Directors of Alabama Graphite Corp. We refer to the management information circular dated February 7, 2018 (the Information Circular ) with respect to the arrangement pursuant to the Business Corporations Act (British Columbia) (the Arrangement ) involving, among other things, the acquisition by B.C. Ltd., a wholly-owned subsidiary of Westwater Resources, Inc., of all of the outstanding common shares of Alabama Graphite Corp. ( Alabama Graphite ). We consent to the inclusion in the Information Circular of our fairness opinion dated December 11, 2017 (the Fairness Opinion ) to the special committee of board of directors of Alabama Graphite and to the references to our firm name and our Fairness Opinion in the Information Circular. Yours truly, (Signed) Echelon Wealth Partners Inc. Echelon Wealth Partners Inc. Toronto, Ontario February 7,

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103 1.1 Definitions. APPENDIX A PLAN OF ARRANGEMENT UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA) ARTICLE 1 INTERPRETATION Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings): Affiliate has the meaning specified in National Instrument Prospectus and Registration Exemptions. Arrangement means the arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company, Parent and Purchaser, each acting reasonably. Arrangement Agreement means the arrangement agreement dated as of December 13, 2017 between Parent, Purchaser and the Company, including all schedules annexed thereto, as it may be amended, modified or supplemented from time to time in accordance with its terms. Arrangement Resolution means the special resolution of the Company Securityholders approving this Plan of Arrangement, which is to be considered at the Company Meeting. BCBCA means the Business Corporations Act (British Columbia). Business Day means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia. Common Shares means the common shares in the capital of the Company. Company means Alabama Graphite Corp. Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Securityholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement. Company Meeting means the special meeting of Company Securityholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution. Company Options means the outstanding options to purchase Common Shares issued pursuant to the Company Stock Option Plan. Company Optionholders means the holders of Company Options. A-1

104 Company Securityholders means, collectively, the Company Shareholders, the Company Optionholders and the Company Warrantholders. Company Shareholders means the registered or beneficial holders of the Common Shares, as the context requires, and Company Shareholder means any one of them. Company Stock Option Plan means the stock option plan of the Company dated December 16, 2011, as amended. Company Warrant Agreements means, collectively, the warrant agreements to purchase Company Warrants dated as of June 30, 2015, May 19, 2016, September 6, 2016, September 21, 2016, May 5, 2017 and May 10, 2017, respectively. Company Warrants means the outstanding common share purchase warrants of the Company to purchase Common Shares pursuant to the Company Warrant Agreements. Company Warrantholders means the holders of Company Warrants. Consideration means 0.08 of a Parent Share for each Common Share. Court means the Supreme Court of British Columbia. Depositary means Computershare Investor Services Inc. Dissent Rights has the meaning ascribed thereto in Section 3.1. Dissenting Holder means a registered Company Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder. Dissenting Shares has the meaning ascribed thereto in Section 3.1. Effective Date means the date upon which the Plan of Arrangement becomes effective in accordance with the BCBCA. Effective Time means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date. Final Order means the final order of the Court pursuant to Section 291 of the BCBCA in a form acceptable to the Company, Parent and Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of the Company, Parent and Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Company, Parent and Purchaser, each acting reasonably) on appeal. Governmental Entity means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange. Interim Order means the interim order of the Court in a form acceptable to the Company, Parent and Purchaser, each acting reasonably, providing for, among other things, the calling and A-2

105 holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company, Parent and Purchaser, each acting reasonably. In-The-Money Amount in respect of a Company Option or Replacement Option, as applicable, means the amount, if any, by which the total fair market value of the Company Shares or Parent Shares, as applicable, that a holder is entitled to acquire on exercise of the Company Option or Replacement Option, as applicable, immediately before the Effective Time exceeds the aggregate exercise price to acquire such Company Shares or Parent Shares, as applicable, at that time. Law means, with respect to any Person, any and all applicable law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have (or are applied as if they have) the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended. Lien means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute. Letter of Transmittal means the letter of transmittal sent to holders of Common Shares for use in connection with the Arrangement. Parent means Westwater Resources, Inc. Parent Shares means the common shares in the capital of Parent. Parties means the Company, Parent and Purchaser and Party means any one of them. Person includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status. Plan of Arrangement means this plan of arrangement proposed under Section 288 of the BCBCA, and any amendments or variations made in accordance with the Arrangement Agreement or Section 5.1 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Company, Parent and Purchaser, each acting reasonably. Purchaser means B.C. Ltd. Replacement Option has the meaning set out in Section 2.3(c) of this Plan of Arrangement. Tax Act means the Income Tax Act (Canada). 1.2 Certain Rules of Interpretation. In this Plan of Arrangement, unless otherwise specified: (1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement. (2) Currency. All references to dollars or to $ are references to Canadian dollars and all references to U.S.$ are references to U.S. dollars. A-3

106 (3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa. (4) Certain Phrases, etc. The words (i) including, includes and include mean including (or includes or include) without limitation, (ii) the aggregate of, the total of, the sum of, or a phrase of similar meaning means the aggregate (or total or sum), without duplication, of, and (iii) unless stated otherwise, Article, Section, and Schedule followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement. (5) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise. (6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day. (7) Time References. References to time are to local time, Vancouver, British Columbia. 2.1 Arrangement Agreement. ARTICLE 2 THE ARRANGEMENT This Plan of Arrangement is made pursuant to the Arrangement Agreement. 2.2 Binding Effect. At the Effective Time, this Plan of Arrangement and the Arrangement will become effective, and be binding on Parent, Purchaser, the Company, all holders and beneficial owners of Common Shares (including Dissenting Holders), Company Optionholders, Company Warrantholders, the registrar and transfer agent of the Company, the Depositary and all other Persons, without any further act or formality required on the part of any Person, other than the filing with the Registrar of Companies for British Columbia of an amalgamation application in the prescribed form. 2.3 Arrangement. At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time: (a) each of the following steps shall occur simultaneously: (i) each Common Share outstanding immediately prior to the Effective Time (other than any Common Share in respect of which a Company Shareholder has validly exercised, and has not withdrawn or been deemed to have withdrawn, its Dissent Right, and Common Shares held by Parent or any Affiliate thereof) shall be transferred to, and acquired by Purchaser, without any further act or formality on the part of the holder of such Common Share or Purchaser, free and clear of all Liens, and the name of each such Company Shareholder will be removed from the register of holders of Common Shares and added to the register of holders of Parent Shares, and Purchaser will be recorded as the registered holder of such A-4

107 Common Shares so exchanged and will be deemed to be the legal and beneficial owner thereof; (ii) (iii) (iv) in exchange for each Common Share transferred in section 2.3(a)(i), Parent shall issue the Consideration to each Company Shareholder who transferred such Common Share; Purchaser shall issue to Parent, as consideration for Parent issuing the Consideration, that number of common shares of Purchaser equal in value to the aggregate Consideration; and there shall be added to the capital of the Purchaser for its common shares an amount equal to the fair market value of the Consideration issued by Parent in section 2.3(a)(ii); (b) each Common Share outstanding immediately prior to the Effective Time held by a Company Shareholder in respect of which Dissent Rights have been validly exercised and have not been withdrawn or deemed to have been withdrawn shall be deemed to have been transferred without any further act or formality, to Purchaser, free and clear of any Liens, in consideration for a debt claim against Purchaser in an amount and payable in accordance with Article 3, and: (i) (ii) (iii) such Company Shareholder will cease to be the holder of such Dissenting Shares and will cease to have any rights as holder of such Common Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 3.1(a); such Company Shareholder s name will be removed as the registered holder of such Dissenting Shares from the registers of Common Shares maintained by or on behalf of the Company; and Purchaser will be deemed to be the transferee of such Dissenting Shares, free and clear of any Liens. (c) each Company Option outstanding immediately prior to the Effective Time shall be exchanged for an option (each, a Replacement Option ) to acquire from Parent the number of Parent Shares equal to the product of: (A) the number of Company Common Shares subject to the Company Option immediately before the Effective Time, and (B) 0.08 of a Parent Share, provided that if the foregoing would result in the issuance of a fraction of a Parent Share, then the number of Parent Shares otherwise issued shall be rounded down to the nearest whole number of Parent Shares. The exercise price per Parent Share subject to any such Replacement Option shall be an amount equal to the quotient of (A) the exercise price per Company Common Share subject to such Company Option immediately before the Effective Time divided by (B) 0.08 (provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent). Except as set out above, all terms and conditions of each Replacement Option, including the vesting schedule, term to expiry, conditions to and manner of exercising, shall be the same as the terms of the Company Option exchanged therefor pursuant to the Company Stock Option Plan and any agreement evidencing the grant thereof prior to the Effective Time, except notwithstanding the termination provisions in the Company option plan, that such Replacement Option shall provide that a director or officer of the Company that ceases to be a director or officer of the Company may exercise his or her Replacement Options for 90 days following the date such director or officer ceases to be a director or officer of the Company and that all others including, but not limited to, employees and consultants of the Company, may exercise his, her or its Replacement Options for 30 days following the date such other person ceases to be employed by or provide services to the Company. It A-5

108 is intended that subsection 7(1.4) of Tax Act apply to such exchange of options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option will be increased, with effect at and from the Effective Time, such that the In-The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Company Option immediately before the exchange; and (d) in accordance with the terms of the Company Warrant Agreements, each holder of a Company Warrant outstanding immediately prior to the Effective Time shall receive upon the subsequent exercise of such holder s Company Warrant, in accordance with its terms, and shall accept in lieu of each Company Common Share to which such holder was theretofore entitled upon such exercise but for the same aggregate consideration payable therefor, 0.08 of a Parent Share; (e) the capital of the Company for its common shares shall be reduced to $1; (f) the Company and the Purchaser shall merge to form one corporate entity ( Amalco ) with the same effect as if they had amalgamated under Division 3 of Part 9 of the BCBCA, except that the legal existence of the Company shall not cease and Company shall survive the merger. For greater certainty, with effect from the time of the amalgamation: (i) (ii) (iii) (iv) (v) (vi) all of the property and liabilities of the Company and the Purchaser shall become property and liabilities of Amalco; the amount added to the capital of the Amalco for its common shares shall be an amount equal to the capital of the Purchaser for its common shares immediately prior to the amalgamation; the issued and outstanding common shares of the Purchaser will become issued and outstanding common shares of Amalco and the outstanding Common Shares of the Company held by the Purchaser shall be cancelled without any repayment of capital in respect of those shares; the name of Amalco shall be "Alabama Graphite Corp."; the registered and records offices of Amalco shall be the registered and records offices of the Purchaser; and except as set out in (iv) above, the Notice of Articles and Articles of Amalco shall be the same as the Notice of Articles and Articles of the Purchaser as in effect immediately before the amalgamation. 2.4 No Fractional Shares In no event shall any holder of Common Shares be entitled to a fractional Parent Share. Where the aggregate number of Parent Shares to be issued to a person as consideration under or as a result of this Arrangement would result in a fraction of a Parent Share being issuable, the number of Parent Shares to be received by such Company Securityholder shall be rounded down to the nearest whole Parent Share and no person will be entitled to any compensation in respect of a fractional Parent Share. A-6

109 ARTICLE 3 RIGHTS OF DISSENT 3.1 Rights of Dissent. Pursuant to the Interim Order, registered holders of Common Shares may exercise dissent rights ( Dissent Rights ) under Division 2 of Part 8 of the BCBCA, as modified by this Article 3, the Interim Order and the Final Order, with respect to their Common Shares in connection with the Arrangement, provided however that written objection to the Arrangement Resolution contemplated by subsection 242(1)(a) of the BCBCA must be received by the Company not later than 5:00 p.m. (Vancouver time) on the Business Day that is two Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Registered holders of Common Shares who duly exercise their Dissent Rights with respect to their Common Shares ( Dissenting Shares ) shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to Purchaser free and clear of all Liens, as provided in Section 2.3(a), and if they: (a) (b) ultimately are entitled to be paid fair value for their Dissenting Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)), (ii) will be entitled to be paid by Purchaser the fair value of such Dissenting Shares, which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Dissenting Shares; or ultimately are not entitled, for any reason, to be paid fair value for such Dissenting Shares shall be deemed to have participated in the Arrangement on the same basis as a nondissenting holder of Common Shares; but in no case will the Company be required to recognize such persons as holding Common Shares on or after the Effective Date. 3.2 Recognition of Dissenting Holders. (a) (b) In no circumstances shall Purchaser, Parent, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Common Shares in respect of which such rights are sought to be exercised. For greater certainty, in no case shall Parent, Purchaser, the Company or any other Person be required to recognize Dissenting Holders as holders of Common Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the registers of holders of the Common Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options or Company Warrants; and (ii) Company Shareholders who have voted, or instructed their proxyholders to vote, their Dissenting Shares in favour of the Arrangement Resolution. A-7

110 ARTICLE 4 CERTIFICATES 4.1 Depositary and Procedures. (a) (b) (c) (d) (e) (f) (g) Parent will deposit Parent Shares with the Depositary to satisfy the consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection). After the Effective Date, certificates formerly representing Common Shares which are held by a Company Shareholder will, except for Common Shares held by Dissenting Holders, represent only the right to receive the Consideration issuable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement. No dividends or other distributions declared or made after the Effective Date with respect to Parent Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Common Shares which, immediately prior to the Effective Date, represented outstanding Common Shares and will not be payable or paid until the surrender of certificates for Common Shares for exchange for the Consideration issuable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement. As soon as reasonably practicable after the Effective Date, the Depositary will (i) forward to each Company Shareholder that submitted a duly completed Letter of Transmittal to the Depositary, together with the certificate (if any) representing the Common Shares held by such Company Shareholder, the certificates representing Parent Shares issued to such Company Shareholder pursuant to Section 2.3, which shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal or (B) made available for pick up at the offices of the Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal. Company Shareholders that did not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the Consideration issuable to them by delivering the certificates representing Common Shares formerly held by them to the Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be accompanied by a duly completed Letter of Transmittal, together with such other documents as the Depositary may require. Certificates representing Parent Shares issued to such Company Shareholder pursuant to Section 2.3 will be registered in such name or names as such Company Shareholder directed in their Letter of Transmittal and such certificates representing Parent Shares will be delivered to the address or addresses such Company Shareholder directed in their Letter of Transmittal or made available for pick up at the offices of the Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents. Any certificate which immediately prior to the Effective Date represented outstanding Common Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the third anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in the Company, Parent, Purchaser or the Depositary. No holder of Common Shares shall be entitled to receive any consideration with respect to such Common Shares other than any consideration to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for greater certainty, no A-8

111 4.2 Lost Certificates. such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith. In the event any certificate, which immediately before the Effective Time represented one or more outstanding Common Shares that was exchanged pursuant to Section 2.3, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue and/or pay in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the Common Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 2.3 deliverable in accordance with such Person s Letter of Transmittal. When authorizing such issuances in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued will, as a condition precedent to the issuance thereof, give a bond satisfactory to Parent, Purchaser and the Depositary (acting reasonably) in such sum as Parent may direct or otherwise indemnify Parent, Purchaser and the Company in a manner satisfactory to Parent, Purchaser and the Company, acting reasonably, against any claim that may be made against Parent, Purchaser and/or the Company with respect to the certificate alleged to have been lost, stolen or destroyed. 4.3 No Liens. Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind. 4.4 Withholding Rights. Parent, Purchaser, the Company and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to any Company Securityholders under the Plan of Arrangement (including, without limitation, any amounts payable pursuant to Article 3) such amounts as Purchaser, Parent, the Company or the Depositary, as applicable, determines, acting reasonably, are required or permitted to be deducted and withheld from such consideration under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any other Law. To the extent that consideration is so withheld, such consideration shall be treated for all purposes hereof as having been paid to the Company Securityholders in respect of which such deduction, withholding and/or remittance was made; provided that such consideration is actually remitted to the appropriate Governmental Entity. 4.5 Paramountcy. From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Common Shares, Company Options and Company Warrants issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Company Securityholders, the Company, Parent, Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Common Shares, Company Options or Company Warrants shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement. 5.1 Amendments to Plan of Arrangement. ARTICLE 5 AMENDMENTS (a) The Company, Parent and Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Company, Parent and Purchaser, each acting reasonably, (iii) filed A-9

112 with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to the Company Securityholders if and as required by the Court. (b) (c) (d) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company, Parent or Purchaser at any time prior to the Company Meeting (provided that the Company, Parent or Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company, Parent and Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Securityholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Parent and Purchaser, provided that it concerns a matter which, in the reasonable opinion of Parent and Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement. ARTICLE 6 FURTHER ASSURANCES 6.1 Further Assurances. Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement. A-10

113 APPENDIX B ARRANGEMENT RESOLUTION BE IT RESOLVED THAT: 1. The arrangement (the Arrangement ) under Section 288 of the Business Corporations Act (British Columbia) (the BCBCA ) involving Alabama Graphite Corp. (the Company ) and Westwater Resources, Inc. (the Purchaser ), pursuant to the arrangement agreement (the Arrangement Agreement ) between the Purchaser and the Company dated December 13, 2017, all as more particularly described and set forth in the management information circular (the Circular ) dated February 7, 2018 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with its terms) is hereby authorized, approved and adopted. 2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms, the Plan of Arrangement ), the full text of which is set out as Appendix A to the Circular, is hereby authorized, approved and adopted. 3. The Arrangement Agreement and related transactions, the actions of the directors of the Company in approving the Arrangement Agreement, and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the Company Securityholders (as defined in the Arrangement Agreement) or that the Arrangement has been approved by the Supreme Court of British Columbia (the Court ), the directors of the Company are hereby authorized and empowered, at their discretion, without notice to or approval of the Company Securityholders: (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement. 5. Any officer or director of the Company be and is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement and to execute, whether under the corporate seal or otherwise, such documents and instruments as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such documents. 6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, whether under the corporate seal or otherwise, and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing. B-1

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131 APPENDIX E ECHELON FAIRNESS OPINION E-1

132 EchelonWealthPartnersInc. 130KingStreetWest, Suite2500 Toronto,OntarioM5X2A2 December11,2017 STRICTLYCONFIDENTIAL TheBoardofDirectorsofAlabamaGraphiteCorp.andtheSpecialCommitteeofAlabamaGraphiteCorp. AlabamaGraphiteCorp. 100KingStreetWest Suite5700 Toronto,ON M5X1C7 To the Board of Directors of Alabama Graphite Corp. (the Board ) and the Special Committee of Alabama GraphiteCorp.(the SpecialCommittee ): INTRODUCTION EchelonWealthPartnersInc.( Echelon or we )understandsthatalabamagraphitecorp.(the Company )and WestwaterResources,Inc.(the Acquirer )proposetoenterintoanarrangementagreementdateddecember11, 2017 (the Arrangement Agreement ), whereby the Acquirer will acquire all of the issued and outstanding commonsharesofthecompany(the Shares ),includinganysharesthatareissuedontheexerciseofoptionsor other convertible securities of the Company, pursuant to a plan of arrangement under the provisions of the BusinessCorporationsAct(BritishColumbia)(the Arrangement ). Echelonbelievesthat,ingivingtheOpinion(asdefinedbelow),itisimperativefortheShareholders(asdefined below)tounderstandthecurrentfinancialsituationofthecompany.thecompanycurrentlyhasapproximately $64,683 in cash and cash equivalents, and a short term liabilities balance of $1,475,729 in addition to costs of continuingtheoperations.thecompanyhastriedandfailedtoraisecapitaloverthelastthreemonthstosupport current operations and advance exploration on the Coosa Project (as defined below), was unable to enter into longtermcontractswithpotentialofftakers,andunabletoobtainanyofferstoacquirethecompany(otherthan theofferoftheacquirer(asdefinedbelow)). 1.THEARRANGEMENT TheCompanyreceivedanExpressionofInterest(the EOI )datedseptember5,2017fromtheacquirer,whereby the Acquirer offered to acquire 100% of the outstanding shares of the Company at an exchange ratio of 0.10, whichexchangeratiowaslaterrevisedbythepartiesto0.08.thecompanyissuedapressrelease,containingthe details of the EOI, on a nonames basis, on September 20, 2017 (the Press Release ), which resulted in a significantincreaseinthecompany sshareprice(thesharepricepriortothepressrelease,the UnaffectedShare Price ).OnNovember22,2017theCompanyreceivedarevisednonbindingLetterofIntent(the LOI )fromthe Acquireroutliningkeytermsandstatingthatbothpartieswouldworktowardsthesigningofabindingdefinitive agreementbydecember6,2017.