-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VTXngbGT6wP02bHoo3UWXPlX+CsX2TCLk0MeE2ngf4OWAXxrZaWjmYIYNlGHJzz/ xpPLLVklPi/emRVoMTxqoQ== 0001047469-04-017320.txt : 20040514 0001047469-04-017320.hdr.sgml : 20040514 20040514133840 ACCESSION NUMBER: 0001047469-04-017320 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17171 FILM NUMBER: 04806128 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 10QSB 1 a2136617z10qsb.htm 10-QSB

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URANIUM RESOURCES, INC. 2004 FIRST QUARTERLY REPORT ON FORM 10-QSB TABLE OF CONTENTS



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB


ý

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2004

or

o

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                             to                              

Commission file number 0-17171

URANIUM RESOURCES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)

DELAWARE
(State of Incorporation)
  75-2212772
(I.R.S. Employer Identification No.)

650 S. Edmonds Lane, Suite 108, Lewisville, Texas 75067
(Address of Principal Executive Offices)

(972) 219-3330
(Issuer's Telephone Number, Including Area Code)

        Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of Each Class of Common Stock
Common Stock, $0.001 par value
  Number of Shares Outstanding
127,891,198 as of May 14, 2004





URANIUM RESOURCES, INC.
2004 FIRST QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
 
Item 1. Financial Statements
   
Consolidated Balance Sheets—March 31, 2004 (Unaudited) and December 31, 2003
   
Consolidated Statements of Operations—Three months ended March 31, 2004 and 2003 (Unaudited)
   
Consolidated Statements of Cash Flows—Three months Ended March 31, 2004 and 2003 (Unaudited)
   
Notes to Consolidated Financial Statements—March 31, 2004 (Unaudited)
 
Item 2. Management's Discussion and Analysis or Plan of Operation
 
Item 3. Controls and Procedures

PART II—OTHER INFORMATION
 
Item 1. Legal Proceedings
 
Item 2. Changes in Securities and Use of Proceeds
 
Item 3. Defaults Upon Senior Securities
 
Item 4. Submission of Matters to a Vote of Security Holders
 
Item 5. Other Information
 
Item 6. Exhibits and Reports on Form 8-K. 

SIGNATURES

Index to Exhibits

2



URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

 
  March 31,
2004

  December 31,
2003

 
 
  (Unaudited)

   
 
Current assets:              
  Cash and cash equivalents   $ 342,494   $ 309,625  
  Receivables, net         25,250  
  Materials and supplies inventory     68,622     65,397  
  Prepaid and other current assets     113,411     13,371  
   
 
 
    Total current assets     524,527     413,643  
   
 
 
Property, plant and equipment, at cost:              
  Uranium properties     42,017,831     41,788,721  
  Other property, plant and equipment     255,609     254,960  
  Less-accumulated depreciation, depletion and impairment     (41,366,502 )   (41,359,799 )
   
 
 
    Net property, plant and equipment     906,938     683,882  
Long-term investment:              
    Certificate of deposit, restricted     401,934     401,120  
   
 
 
    $ 1,833,399   $ 1,498,645  
   
 
 

The accompanying notes to financial statements are an integral part of these consolidated statements.

3



URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS' DEFICIT

 
  March 31,
2004

  December 31,
2003

 
 
  (Unaudited)

   
 
Current liabilities:              
  Accounts payable   $ 197,879   $ 107,136  
  Current portion of restoration reserve     83,000     83,000  
  Other accrued liabilities     105,630     108,358  
   
 
 
    Total current liabilities     386,509     298,494  
   
 
 
Other long-term liabilities and deferred credits     4,846,633     4,680,943  
Long-term debt, less current portion     585,000     585,000  
Commitments and contingencies (Notes 1 and 2)              
Shareholders' deficit:              
  Common stock, $.001 par value, shares authorized: 2004—200,000,000; 2003—100,000,000; shares issued and outstanding (net of treasury shares): 2004—88,574,193; 2003—81,824,193     88,727     81,977  
  Paid-in capital     53,879,737     53,211,487  
  Accumulated deficit     (57,943,789 )   (57,349,838 )
  Less: Treasury stock (152,500 shares), at cost     (9,418 )   (9,418 )
   
 
 
    Total shareholders' deficit     (3,984,743 )   (4,065,792 )
   
 
 
    $ 1,833,399   $ 1,498,645  
   
 
 

The accompanying notes to financial statements are an integral part of these consolidated statements.

4



URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 
  Three Months Ended
March 31,

 
 
  2004
  2003
 
 
   
  (Restated)

 
Revenues:              
  Uranium sales—   $   $  
   
 
 
      Total revenue     0     0  
Costs and expenses:              
  Cost of uranium sales—              
    Operating expenses     190,051     255,593  
    Accretion expense for restoration reserves     122,778     84,560  
    Depreciation and depletion     5,979     8,064  
    Writedown of uranium properties and other uranium assets         117,555  
   
 
 
      Total cost of uranium sales     318,808     465,772  
   
 
 
  Loss from operations before corporate expenses     (318,808 )   (465,772 )
  Corporate expenses—              
    General and administrative     324,504     300,847  
    Depreciation     724     1,112  
   
 
 
      Total corporate expenses     325,228     301,959  
   
 
 
Loss from operations     (644,036 )   (767,731 )
Other income (expense):              
  Interest expense     (2,019 )   (4,125 )
  Interest and other income, net     52,104     6,936  
   
 
 
Loss before accounting change     (593,951 )   (680,360 )
Cummulative effect of accounting change, net of tax         1,447,070  
   
 
 
Net earnings (loss)   $ (593,951 ) $ 682,150  
Earnings (loss) before accounting change per common share:              
  Basic   $ (0.01 ) $ (0.01 )
  Diluted     (0.01 )   (0.01 )
Cumulative effect of accounting change per common share:              
  Basic         0.02  
  Diluted         0.02  
Net earnings (loss) per common share:              
  Basic   $ (0.01 ) $ 0.01  
   
 
 
  Diluted   $ (0.01 ) $ 0.01  
   
 
 
Weighted average common shares and common equivalent shares per share date              
  Basic     85,258,259     69,329,193  
   
 
 
  Diluted     85,258,259     69,329,193  
   
 
 

The accompanying notes to financial statements are an integral part of these consolidated statements.

5



URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 
  Three Months Ended
March 31,

 
 
  2004
  2003
 
 
   
  (Restated)

 
Cash flows from operations:              
  Net earnings (loss)   $ (593,951 ) $ 682,150  
  Reconciliation of net earnings (loss) to cash used in operations—              
    Cumulative effect of accounting change         (1,447,070 )
    Accretion of restoration liability     122,778     84,560  
    Depreciation and depletion     6,703     9,176  
    Writedown of uranium properties and other assets         117,555  
    Deferred compensation     40,893     51,206  
    Other non-cash items, net     43,919     33,666  
   
 
 
Cash flow used in operations, before changes in operating working capital items     (379,658 )   (468,757 )
Effect of changes in operating working capital items—              
  (Increase) decrease in receivables     25,250     (25,250 )
  (Increase) decrease in inventories     (3,225 )   1,465  
  Increase in prepaid and other current assets     (131,707 )   (126,629 )
  Increase (decrease) in payables and accrued liabilities     88,015     (48,418 )
   
 
 
Net cash used in operations     (401,325 )   (667,589 )
Investing activities:              
  Increase in certificate of deposit, restricted     (814 )    
  Additions to property, plant and equipment—              
    Kingsville Dome     (59,955 )   (22,619 )
    Rosita     (10,233 )   (4,500 )
    Vasquez     (133,251 )   (69,665 )
    Churchrock     (18,639 )   (7,353 )
    Crownpoint     (17,265 )   (13,418 )
    Other property     (649 )    
   
 
 
Net cash used in investing activities     (240,806 )   (117,555 )
Financing activities:              
  Proceeds from borrowings          
  Issuance of common stock, net     675,000      
   
 
 
Net cash provided by financing activities     675,000      
   
 
 
Net increase (decrease) in cash and cash equivalents     32,869     (785,144 )
Cash and cash equivalents, beginning of period     309,625     1,025,469  
   
 
 
Cash and cash equivalents, end of period   $ 342,494   $ 240,325  
   
 
 

The accompanying notes to financial statements are an integral part of these consolidated statements.

6



Uranium Resources, Inc.

Notes to Consolidated Financial Statements

March 31, 2004 (Unaudited)

1. BASIS OF PRESENTATION

        The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company's 2003 Annual Report on Form 10-KSB. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2004.

2. FUTURE OPERATIONS

        The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Because of depressed uranium prices the Company ceased production activities in 1999 at both of its two producing properties and these properties remain non-producing.

        Since August 2000, the Company has raised funds that have allowed it to continue operating until such time uranium prices increased to a level that permitted the Company to resume mining operations. During this period uranium prices have ranged from a low of $7.10 per pound in 2001 to $17.75 at May 10, 2004. This rise in uranium price has allowed the Company to continue to raise equity capital to remain in business.

        In April 2003, October 2003, January 2004 and February 2004 the Company completed four private placements raising an aggregate of $175,000, $406,000, $350,000 and $325,000, respectively through the issuance of 4,375,000, 8,120,000, 3,500,000 and 3,250,000 shares of common stock, respectively. The funds raised in the private placements were used to fund the non-restoration overhead costs of the Company.

        On May 3 and May 12, 2004, the Company completed the sale of 32,480,325 and 6,836,680 shares of common stock, respectively, in a private placement at $0.15 per share, receiving cash of $5,897,550. This funding will be used to commence mining at the Company's Vasquez property.

3. STOCK BASED COMPENSATION

        The Company has three stock option plans, the Employees' Stock Option Plan, the Stock Incentive Plan and the Directors' Stock Option Plan. The Company accounts for these plans under APB Opinion No. 25, under which no compensation cost has been recognized. Had compensation cost for these plans been determined consistent with FAS 148, the Company's net loss and loss per share ("EPS") for the

7



three months ended March 31, 2004 and 2003 would have been adjusted to the following pro forma amounts:

 
  Three Months Ended
March 31,

 
 
  2004
  2003
 
Net Earnings (Loss): As reported   $ (593,951 ) $ 682,150  
Pro forma stock based compensation costs under the fair value method, net of tax     (5,239 )   (27,368 )
   
 
 
Pro forma   $ (599,951 ) $ 654,782  
Basic EPS:              
  As reported   $ (0.01 ) $ 0.01  
  Pro forma   $ (0.01 ) $ 0.01  
Diluted EPS:              
  As reported   $ (0.01 ) $ 0.01  
  Pro forma   $ (0.01 ) $ 0.01  

        The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2003: expected volatility of 165% and risk-free interest rates of 5.50%. An expected life of 5.7 years was used for options granted to employees and directors, respectively. The weighted average fair value of options granted in 2003 was $0.04. No options were granted in the first three months ended March 31, 2004 and 2003.

        The FAS 123 method of accounting has not been applied to options granted prior to January 1, 1995, and accordingly the resulting pro forma compensation cost may not be representative of that to be expected in future years.

4. ASSET RETIREMENT OBLIGATION

        Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("FAS 143") which establishes an accounting standard requiring the recording of the fair value of liabilities associated with the retirement of long-lived assets in the period in which they are incurred. The Company adopted FAS 143 effective January 1, 2003.

        As a result of adoption of the FAS 143, the Company recorded a net reduction in its restoration liability of approximately $1.4 million at January 1, 2003. The Company had previously recorded the undiscounted future estimated restoration costs into expense. Under FAS 143, future restoration liabilities are usually added to the carrying value of the related asset but the Company has recorded them to expense because the associated properties had been fully impaired as of January 1, 2003. Under FAS 143 the present value of the restoration costs are recorded instead of the undiscounted amount. The difference between the present value and the undiscounted amounts of $1,447,000 as of December 31, 2002 appears in the March 31, 2003 Consolidated Statement of Operations as a cumulative effect of change in accounting principle. The estimated accretion expense for the change in

8


the present value of the estimated liability recorded for the three months ended March 31, 2004 and 2003 was $122,778 and $84,560, respectively.

        The Company's financial statements for the three months ended March 31, 2003 have been restated to reflect the adoption of FAS 143 as of January 1, 2003. The adoption of FAS 143 resulted in increasing accretion expense by $84,560 and recording cumulative effect of the change in accounting principle of $1,477,070 for an increase in net income of $1,362,510 or $0.02 per share for the three months ended March 31, 2003.

        The following table shows the change in the balance of the restoration and reclamation liability during the three months ended March 31, 2004 and 2003, respectively:

 
  Three Months Ended
March 31,

 
  2004
  2003
Reserve for future restoration and reclamation costs beginning of period   $ 3,480,656   $ 3,174,683
Accretion expense     122,778     84,560
Restoration provision adjustment        
   
 
Reserve for future restoration and reclamation costs at end of period   $ 3,603,434   $ 3,259,243

5. SHAREHOLDERS' EQUITY

Equity Infusion

        In 2003 and 2004 the Company sold shares of common stock in the following private placements:

Date

  Price per Share
  Amount
  Shares Issued
February 2004   $ 0.10   $ 325,000   3,250,000
January 2004   $ 0.10   $ 350,000   3,500,000
October 2003   $ 0.05   $ 506,000   8,120,000
April 2003   $ 0.04   $ 175,000   4,375,000

Increase in Authorized Shares

        In January 2004, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized shares of Common Stock, par value $0.001 per share (the "Common Stock"), from 100,000,000 to 200,000,000.

6. SUBSEQUENT EVENT

Equity Infusion

        On May 3 and May 12, 2004, the Company completed the sale of 32,480,325 and 6,836,680 shares of common stock, respectively, in a private placement at $0.15 per share, receiving cash of $5,897,550. This funding will be used to commence mining at the Company's Vasquez property.

9


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

        This Item 2 contains "forward-looking statements". These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices, estimates of future capital expenditures, and other such matters. The words "believes," "expects," "projects," "targets," or "estimates" and similar expressions identify forward-looking statements. The Company does not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with the Company's disclosures under the heading: "Cautionary Statements" in the Company's 2003 Annual Report on Form 10-KSB.

Plan of Operation and Liquidity

        As we have reported previously, because of severely depressed uranium prices, in mid-1999 we reduced our payroll and shut in our producing uranium properties. From August 2000 through February 2004, we have had to rely on equity infusions to remain in business. We have raised a total of approximately $6.5 million allowing us to maintain the critical employees and assets of the Company until such time that uranium prices reached a level where it was prudent to commence operations. During this period uranium prices have ranged from a low of $7.10 per pound in 2001 to $17.75 at May 10, 2004. Also during this period, we performed ongoing restoration and reclamation at certain of our wellfields at Rosita and Kingsville Dome under an agreement with the State of Texas and our bonding company that allowed us access to $3.2 million that had been pledged to secure restoration bonds (the "Restoration Agreement").

        As of March 31, 2004 we have a cash balance of approximately $342,000.

        On May 3 and May 12, 2004, the Company completed the sale of 32,480,325 and 6,836,680 shares of common stock, respectively, in a private placement at $0.15 per share, receiving cash of $5,897,550. This funding will be used to commence mining at the Company's Vasquez property. With the final resolution of the Vasquez lawsuit (see "Legal Proceedings" in the Company's 2003 Annual Report on Form 10-KSB), we are commencing the development and mining of that property with the funds raised in the May 2004 equity transaction. We project that of the $5.9 million, $2.9 million will be utilized for wellfield and plant capital and $0.9 million will be for initial cash bonding requirements. The balance, or $2.1 million, will be utilized for product operating costs and overheads until the resultant uranium product is available for inventory financing prior to its sale. The Company will require an inventory financing capability of approximately $2.2 million. We are actively seeking financing for the foregoing. Ultimate cash bonding requirements will amount to a projected $2.8 million, the majority of the collateral for which we anticipate will be funded via the proceeds from operations. It is projected that the Company employment level will increase from the current 19 employees in May 2004 to 33 when the Vasquez project is in full operation.

        Pre-production activities were begun in May 2004, and we have targeted wellfield injection to commence in July, 2004, with the first shipment of product to a converter in September. The first sale of our uranium product is slated for January 2005, with 600,000 pounds of uranium scheduled for delivery in each of the years 2005 through 2008.

        During 2004, the Company plans to continue actively working towards the completion of the Production Area Authorization #3 review at Kingsville Dome (see "Legal Proceedings" in the Company's 2003 Annual Report on Form 10-KSB). It is anticipated that the review will be complete by early 2005, allowing the commencement of production at Kingsville Dome later that year. The Company is currently evaluating contracting opportunities for the Kingsville Dome production.

10



Off-Balance Sheet Arrangements

        United States Fidelity and Guaranty Company ("USF&G") has issued performance bonds on our behalf to secure our future restoration and reclamation obligations as required by the State of Texas regulatory agencies. The amounts of these bonds were $2,900,000 at March 31, 2003 and $2,800,000 at March 31, 2004. We have deposited about $402,000 as cash collateral for these bonds. In the event that USF&G is required to perform under the bonds, we would be obligated to pay USF&G for its expenditures in excess of the collateral.

Critical Accounting Policies

        Our significant accounting policies are described in Note 1 to the consolidated financial statements included in the Company's 2003 Annual Report on Form 10-KSB. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

        Specifically regarding our uranium properties, significant estimates were utilized in determining the carrying value of these assets. These assets have been recorded at their estimated net realizable value for impairment purposes on a liquidation basis, which is less than our cost. The actual value realized from these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors.

        Regarding our reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs to complete the groundwater restoration and surface reclamation at our mine sites. The actual cost to conduct these activities may vary significantly from these estimates.

        Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

ITEM 3. CONTROLS AND PROCEDURES

        The management of the company has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report ("Evaluation date") and has concluded that the disclosure controls and procedures are adequate and effective based upon their evaluation as of the Evaluation date.

        There were no significant changes in our internal controls or in other factors that could significantly affect internal controls during our most recent quarter, including any corrective actions with regard to significant deficiencies and material weaknesses.

11



PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Vasquez Litigation

        As previously disclosed in our Form 10-KSB for the year ended December 31, 2003, on March 22, 2004, the lawsuit over the validity of our leases at our Vasquez property in Duval County, Texas, was settled. The Court of Appeals for the Fourth District in San Antonio, Texas affirmed the decision of the trial court on summary judgment that our leases were in full force and effect and awarding us our attorney's fees. The landowners and the intervenor have decided not to pursue the matter further and have accepted the judgment of the Court of Appeals. The landowners have also agreed to a new lease on the property extending the term of the lease to February 2008, in exchange for which the Company has agreed to forego the award of attorneys fees.

Texas Department of Health Bonding Issues

        As previously disclosed in our Form 10-KSB for the year ended December 31, 2003, on January 16, 2002 the Texas Department of Health requested that we post additional financial security in the amount of $3.5 million and threatened enforcement action if we failed to do so. We objected to the request. After consultation with the Department and several interim extensions, on March 1, 2004 we entered into a Restoration Performance Agreement with the Texas Department of Health, the Texas Commission for Environmental Quality and United States Fidelity and Guaranty Insurance Company that resolves the bonding issues. Through the Restoration Performance Agreement we agreed to fund ongoing groundwater restoration at the Kingsville Dome and Rosita mine sites at specified treatment rates, utilizing a portion of our cash flow from sales of uranium from the Vasquez site as a substitute for additional bonding.

Other

        The Company is subject to periodic inspection by certain regulatory agencies for the purpose of determining compliance by the Company with the conditions of its licenses. In the ordinary course of business, minor violations may occur; however, these are not expected to cause material expenditures.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

        In January 2004, the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized shares of Common Stock, par value $0.001 per share (the "Common Stock"), from 100,000,000 to 200,000,000.

        In January and February 2004 we raised $350,000 and $325,000 of equity respectively by issuing 3,500,000 and 3,250,000 shares of common stock ($0.001 par value) at $0.10 per share in a private offering in which no underwriter or broker was used. No underwriting discounts or brokerage commissions were paid in connection with the offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

        None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        On January 14, 2004 our shareholders approved by consent action an amendment to our Restated Certificate of Incorporation to increase our authorized shares of common stock from 100 million shares to 200 million shares. We solicited proxies in connection with this action. The action was approved by

12



more than a majority of the outstanding shares of Common Stock, with 41,724,439 shares voting in favor, 6,850 shares voting against and 0 shares abstaining.

ITEM 5. OTHER INFORMATION.

        None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

    (a)
    Exhibits

        See the Index to Exhibits on Page E-1 for a listing of the exhibits that are filed as part of this Quarterly Report.

    (b)
    Reports on Form 8-K

        The Company filed a current report on Form 8-K dated January 8, 2004 which announced the sale of 3,500,000 shares of common stock at $0.10 per share.

        The Company filed a current report on Form 8-K dated January 14, 2004 which announced the affirmation of a previous legal decision regarding the leases for the Company's Vasquez property and also that it had received the required vote of its stockholders approving an increase in its authorized common stock from 100 million to 200 million shares.

        The Company filed a current report on Form 8-K dated March 24, 2004 which announced the settlement of the lawsuit over the validity of the Company's leases at its Vasquez property in Duval County, Texas and its operating plans.

13



SIGNATURES

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


 

 

URANIUM RESOURCES, INC.

Dated: May 14, 2004

 

By:

 

/s/  
PAUL K. WILLMOTT      
Paul K. Willmott
Director, President and
Chief Executive Officer

Dated: May 14, 2004

 

By:

 

/s/  
THOMAS H. EHRLICH      
Thomas H. Ehrlich
Vice President—Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)

14



EXHIBIT INDEX

Exhibit
Number

  Description
3.1*   Restated Certificate of Incorporation of the Company, as amended (filed with the Company's Annual Report on Form 10-K dated March 27, 1997, SEC File Number 000-17171).
3.1.1*   Certificate Amendment to the Certificate of Incorporation dated June 22, 1999 (filed with the Company's Quarterly Report on Form 10-Q dated August 16, 1999, SEC File Number 000-17171).
3.1.2*   Certificate Amendment to the Certificate of Incorporation dated March 23, 2001 (filed with the Company's Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
3.2*   Restated Bylaws of the Company (filed with the Company's Form S-3 Registration No. 333-17875 on December 16, 1996).
4.1*   Common Stock Purchase Agreement dated February 28, 2001 between the Company and Purchasers of the Common Stock of the Company (filed with the Company's Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
10.1*   Amended and Restated Directors Stock Option Plan (filed with the Company's Form S-8 Registration No. 333-00349 on January 22, 1996).
10.2*   Amended and Restated Employee's Stock Option Plan (filed with the Company's Form S-8 Registration No. 333-00403 on January 24, 1996).
10.3*   Amended and restated 1995 Stock Incentive Plan (filed with the Company's Form SB-2 Registration No. 333-73014 on November 8, 2001).
10.4*   Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and Leland O. Erdahl (filed with the Company's 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.5*   Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and George R. Ireland (filed with the Company's 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.7*   Summary of Supplemental Health Care Plan (filed with Amendment No. 1 to the Company's Form S-1 Registration Statement (File No. 33-32754) as filed with the Securities and Exchange Commission on February 20, 1990).
10.9*   License to Explore and Option to Purchase dated March 25, 1997 between Santa Fe Pacific Gold Corporation and Uranco, Inc. (filed with the Company's Annual Report on Form 10-K dated June 30, 1997, SEC File Number 000-17171).
10.12*   Compensation Agreement dated June 2, 1997 between the Company and Paul K. Willmott (filed with the Company's Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.13*   Compensation Agreement dated June 2, 1997 between the Company and Richard A. Van Horn (filed with the Company's Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.14*   Compensation Agreement dated June 2, 1997 between the Company and Thomas H. Ehrlich (filed with the Company's Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.15*   Compensation Agreement dated June 2, 1997 between the Company and Mark S. Pelizza (filed with the Company's Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.16*   Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company's Annual Report on Form 10-K dated June 30, 1999, SEC File Number 000-17171).
     

15


10.18*   Kingsville Dome and Rosita Mines Agreement dated October 11, 2000 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company's Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
10.19*   Second Kingsville Dome and Rosita Mines Agreement dated January 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company's Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171).
10.20*   Agreed Order dated March 8, 2002 between the Texas Department of Health and URI, Inc. (filed with the Company's Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171)
10.21*   Third Kingsville Dome and Rosita Mines Agreement dated May 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company's Quarterly Report on Form 10-QSB dated August 31, 2002, SEC File Number 000-17171).
10.22*   Uranium Resources, Inc. Deferred Compensation Plan for 2002 (filed with the Company's Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).
10.23*   Uranium Resources, Inc. Deferred Compensation Plan for 2003 (filed with the Company's Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).
10.24   Uranium Resources, Inc. Deferred Compensation Plan for 2004.
10.25   Certificate Amendment to the Certificate of Incorporation dated January 27, 2004.
10.26   Groundwater Performance Restoration Agreement dated March 1, 2004 between the Company, the Texas Commission on Environmental Quality, the Texas Department of Health and the United States Fidelity & Guaranty Company.
14*   Uranium Resources, Inc. Code of Ethics for Senior Executives. (filed with the Company's Annual Report on Form 10-KSB dated March 30, 2004, SEC File Number 000-17171).
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*
Not filed herewith. Incorporated by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934.

16



EX-10.24 2 a2136617zex-10_24.htm EX 10.24
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Exhibit 10.24


URANIUM RESOURCES, INC.
DEFERRED COMPENSATION PLAN FOR 2004

ARTICLE I
INTRODUCTION

        1.1   This Deferred Compensation Plan for 2004 (the "Plan") provides selected executive employees and directors of Uranium Resources, Inc. and its wholly owned subsidiaries an opportunity to defer a portion of their compensation during 2004.

        This document constitutes the entire Plan. Any and all prior or contemporaneous oral or written communications hereby are superseded and abolished.

ARTICLE II
DEFINITIONS AND GENERAL PROVISIONS

2.1
"Code" means the Internal Revenue Code of 1986, as amended and then in effect.

2.2
"Committee" means the Plan Committee described in Article VII hereof.

2.3
"Common Stock" means the shares of the Corporation's common stock, $0.001 par value per share.

2.4
"Compensation" means those amounts otherwise payable in cash or by check or electronic deposit by the Corporation to an Eligible Person as salary for 2004, which amounts are includable in his gross income for federal income tax purposes (without regard to Compensation deferred under this or any other plan maintained by the Corporation), including but not limited to directors' fees, salary and bonus, but excluding any and all nonelective contributions (including matching contributions) made by the Corporation to any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended). Without limiting the generality of the foregoing, the limitations imposed by Code Section 401(a)(17) do not apply to Compensation as defined under the Plan.

2.5
"Corporation" means Uranium Resources, Inc, a Delaware corporation, together with any successor thereto which adopts this Plan by appropriate written action.

2.6
"Deferral Percent" means the portion (expressed as a percentage) of the Compensation that a Participant elects to defer pursuant to Section 4.1 hereof.

2.7
"Deferred Amount" means the amount of Compensation that a Participant has elected to defer pursuant to Section 4.1 hereof.

2.8
"Designated Recipient" means any person who becomes entitled to receive any distribution hereunder by reason of the death of a Participant.

2.9
"Distribution Date" means January 11, 2006.

2.10
"Earned Compensation" means at any date the amount of Compensation that the Corporation is obligated to pay Participant for services rendered before giving effect to the Participant's deferral election.

2.11
"Eligible Person" means any employee or director of the Corporation or any of its wholly owned subsidiaries, but only so long as such person meets all of the requirements of Section 3.1(a) of the Plan.

1


2.12
"ERISA" means The Employee Retirement Income Security Act of 1974, as amended and then in effect.

2.13
"Participant" means any Eligible Person who defers Compensation under the Plan.

2.14
"Share Price" means $0.20 per share.

2.15
"General Provisions." The masculine wherever used herein shall include the feminine and singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions has been done for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE III
ELIGIBILITY AND PARTICIPATION


3.1
General Eligibility Conditions.

            (a)   To become eligible to participate in this Plan, an individual must be (i) an executive employee or a director of the Corporation or any of its wholly owned subsidiaries and (ii) designated as an Eligible Person on Exhibit A, as amended from time to time.

            (b)   Once an Eligible Person becomes a Participant, such individual shall continue to be eligible to defer Compensation under the terms of this Plan until such individual fails to meet at least one of the conditions described above. If a Participant ceases to meet such conditions, his interest in the Plan and amounts deferred prior to the date he ceases to be an Eligible Person shall continue to be held subject to the terms of the Plan. For the purposes of Deferred Amounts that are to be distributed thereafter and for such purpose only, such person shall continue to be a Participant.

        3.2   Election to Participate. To actively participate in the Plan, an Eligible Person must execute a Deferred Compensation Election in the form attached hereto as Exhibit C and shall file such election with the Committee.

        3.3   Share Election. To elect to receive shares of Common Stock, a Participant shall execute and deliver to the Company the Share Election in the form attached hereto as Exhibit D on or before the Distribution Date.

ARTICLE IV
DEFERRAL OF COMPENSATION

        4.1   Deferral Elections. As of the date hereof, the Participants have elected to defer that portion of their Compensation (expressed as a percent) as set forth in Exhibit B hereto. Such elections are irrevocable unless the Corporation and the Participant agree otherwise.

        4.2   Period of Deferral. All amounts that the Participants elect to defer shall be paid in cash on the Distribution Date or, at the election of the Participant prior to that date, shares of Common Stock as set forth in Article V. Upon death or termination of employment, the Participant shall have a vested interest in Earned Compensation.

        4.4   Base Salary for Other Purposes. Except as otherwise expressly prohibited by law or the terms of a benefit plan, any Deferred Amount shall continue to be counted as part of the Participant's base salary for purposes of any other contracts between Participant and the Corporation, including, without limitation, those certain compensation agreements dated June 2, 1997 between the Corporation and certain of the Participants.

2



ARTICLE V
SHARE ELECTION

        5.1   Number of Shares to be Received. If a Participant elects to receive payment of the Deferred Amount in shares of Common Stock, the number of shares of Common Stock to be issued for the Deferred Amount shall equal the Deferred Amount divided by the Share Price.

        5.2   Limitation on Sale of Shares. All certificates representing any of the shares of Common Stock shall have endorsed thereon the following legend:

        "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

        5.3   Withholding. The Corporation will make appropriate withholding for all relevant federal, state and local tax purposes from the non-deferred portion of Compensation for any Participant. On the Distribution Date if the fair market value of the Common Stock that a Participant will receive for any Deferred Amount is in excess of the Share Price, the Corporation will be required to withhold additional amounts based upon such excess. The source of such additional amounts will be Compensation otherwise payable to the Participant on the Distribution Date, to the extent sufficient. If such amounts are insufficient, the Participant will be required to pay to the Corporation the appropriate amounts as a condition to receipt of the shares.

ARTICLE VI
BENEFICIARIES

        If Participant has not designated a Designated Recipient, any distribution hereunder after the death of a Participant shall be payable first to his surviving spouse, if any, and if none, to his estate.

ARTICLE VII
PLAN ADMINISTRATION

        7.1   Administration. The Plan shall be administered by a committee as provided in Section 7.2 hereof, as an unfunded deferred compensation plan.

        7.2   Plan Committee.

            (a)   The Committee shall be the Corporation's Board of Directors. No member of the Committee shall act or participate in any action of the Committee directly affecting his own Account under the Plan, unless such action is of general application to all Participants. The Committee is authorized to interpret the Plan and, from time to time, may adopt such rules and regulations, consistent with the provisions of the Plan, as it may deem advisable to carry out the purposes of the Plan.

            (b)   The Committee shall have all powers necessary to accomplish the purpose of the Plan, including, but not limited to, (i) the discretionary authority to interpret the Plan; (ii) the discretionary authority to determine all questions relating to the rights and status of Eligible Persons, Participants and Designated Recipients; and (iii) the discretionary authority to make any and all rules and regulations needed or advisable for the administration of the Plan as are not inconsistent with the terms and provisions hereof.

            (c)   Without limiting the powers set forth herein, the Committee shall have the power to: (i) change or waive in writing any requirements of the Plan to conform with law or to meet special

3



    circumstances not anticipated or covered in the Plan; (ii) determine the times and places for holding meetings of the Committee and the notice to be given of such meetings; (iii) employ or otherwise retain such agents and assistants, counsel (who may be of counsel to the Corporation herein), and clerical and other service providers as the Committee may require in carrying out the provisions of the Plan; and (iv) authorize one or more of their number, or any agent thereof, to execute or deliver any instrument on behalf of the Committee.

        7.3   Statement of Participant's Account. As soon as practicable following December 31 in each year, and otherwise from time to time as the Committee in its sole discretion may direct, the Committee shall mail, via first class mail, to each Participant a written statement setting forth the Account of such Participant as of the end of a year. Any statement provided in accordance with this Section shall be deemed to have been accepted as correct, unless written notice to the contrary is received by the Committee within thirty (30) days after the mailing of such statement to the Participant.

        7.4   Payment of Expenses. All costs and expenses incurred in administering the Plan shall be paid by the Corporation.

ARTICLE VIII
AMENDMENT AND TERMINATION

        8.1   Amendment. The Corporation hereby reserves the right, at any time and from time to time, by written action of its Board of Directors (or by written action of an officer or officers of the Corporation to whom such Board of Directors has expressly delegated the authority to amend the Plan), to amend, modify or alter any or all of the provisions of the Plan without the consent of any Eligible Person, Participant, Designated Recipient or other person; however, no amendment shall operate retroactively so as to affect adversely any rights to which a Participant may be entitled under the provisions of the Plan as in effect prior to such action. Any such amendment, modification or alteration shall be expressed in an instrument executed by an authorized officer or officers of the Corporation, and shall become effective as of the date designated in such instrument.

        8.2   Termination. The Corporation reserves the right to suspend, discontinue or terminate the Plan, at any time, in whole or in part, by written action of its Board of Directors, effective as of the date designated in such written action, without the consent any Eligible Person, Participant, Designated Recipient or other person.

ARTICLE IX
MISCELLANEOUS PROVISIONS

        9.1   Employment Remains At Will. Nothing in the adoption, maintenance or operation of the Plan shall confer on any employee, Eligible Person or Participant the right to continued employment by the Corporation or by any affiliate or subsidiary corporation thereof, or be treated or considered evidence of an intent to provide continued employment to such individual, or affect in any way the right of the Corporation or such affiliate or subsidiary, to terminate such individual's employment, at any time and for any reason. Any question as to whether and when there has been a termination of a Participant's employment, and the cause of such termination, shall be determined by the Committee; any such determination by the Committee shall be final, binding and conclusive.

        9.2   Facility of Payments. Whenever, in the opinion of the Committee, a person entitled to receive any payment, or installment thereof, is under a legal disability or is unable to manage his financial affairs, the Committee shall have the discretionary authority to direct payments to such person's legal representative, or to a relative or friend of such person for his benefit. Alternatively, the Committee may in its discretion apply the payment for the benefit of such person in such manner as the Committee deems advisable. Any such payment or application of benefits, made in good faith and in

4



accordance with the provisions of this Section, shall completely discharge any liability of the Plan, the Corporation and the Committee with respect to such payment or application of benefits.

        9.3   Plan Is Unfunded; No Obligation to Fund. All Accounts or interests in the Plan are unfunded and the Corporation shall have no obligation to establish any special or separate fund, or segregate any of its assets in order to assure the payment of any amounts due or becoming due and payable under the Plan; however, to provide for the discharge of its obligations under the Plan, the Corporation may in its sole discretion establish a fund in its name, or acquire property or contract rights in its name; provided that no Participant or other person (other than the Corporation) shall acquire a legal or equitable interest in any such fund, property or contract. The right of a Participant or his Designated Recipient to receive a distribution hereunder shall constitute an unsecured claim against the general assets of the Corporation, and no Participant or Designated Recipient or other person shall have any right in or against any amounts credited under the Plan or any other specific assets of the Corporation. All amounts credited under the Plan to any Accounts maintained for or on behalf of a Participant shall constitute general assets of the Corporation and may be disposed of by the Corporation at such time and for such purposes as it may deem appropriate.

        9.4   Anti-Alienation. No right, benefit or interest in the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, partition, lien, levy, encumbrance or charge; and any attempt to anticipate, alienate, sell, assign, pledge, partition, lien, levy, encumber or charge the same shall be void. No such right, benefit or interest shall be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits, including claims for alimony, marital assets or property, support, or separate maintenance by the spouse of the Participant. If a Participant should become insolvent or bankrupt, or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to benefits under this Plan, such Participant's interest in the Plan, in the discretion of the Committee, shall be extinguished; in such event, the Committee in its sole discretion may hold or apply the interest at issue, or any part thereof, for the benefit of such Participant, such Participant's spouse, or such Participant's Designated Recipient, in such manner as the Committee in its sole discretion may deem proper. Notwithstanding the generality of the foregoing, the Corporation shall have the unrestricted right to set off against or recover out of any payments or benefits becoming payable to or for the benefit of a Participant, at the time such payments or benefits otherwise become payable hereunder, any amounts owed or owing to the Corporation by such Participant.

        9.5   Indemnification. Each Participant, by executing a Compensation Deferral Agreement and becoming a Participant hereunder, acknowledges and agrees to indemnify and hold the Corporation harmless from and against any damages, losses and expenses (including without limitation litigation costs incurred by the Corporation in connection with the administration of the Plan) arising from third-party claims disputes involving such Participant's Plan interest (including without limitation, tax liens and levies, creditors' claims, garnishment and bankruptcy proceedings, and proceedings in domestic relations court).

        9.6   Unclaimed Interests. If the Committee shall at any time be unable to make distribution or payment of benefits hereunder to a Participant or any Designated Recipient of a Participant by reason of the fact that such Participant's or Designated Recipient's whereabouts is unknown, the Committee shall so certify, and thereafter the Committee shall attempt to locate such missing person. In the event that such missing person is not located with seven (7) years, then the Committee shall cause the Corporation to pay over to the Secretary of State of the state whose law has jurisdiction over such matters any and all amounts then owed to such person, in accordance with the unclaimed funds law of such state, and the Corporation's obligations thereto shall thereupon be considered fully and completely discharged and satisfied.

5



        9.7   References to Code, Statutes and Regulations. Any and all references in this Plan to any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall be deemed to refer also to any successor statute, law, regulation, ruling or order.

        9.8   Liability. The Corporation, and its directors, officers and employees, shall be free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts, omissions and conduct of duly appointed agents, in the administration of this Plan.

        9.9   Governing Law; Severability. The Plan shall be construed according to the laws of the State of Texas, and all provisions hereof shall be administered according to the laws of that State, except to the extent preempted by federal law (including, without limitation, ERISA). In the event that any one or more of the provisions of the Plan shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of the Plan; rather, the Plan shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, and there shall be deemed substituted such other provision as will most nearly accomplish the intent of the parties to the extent permitted by applicable law.

        9.10 Taxes. The Corporation shall be entitled to withhold and remit any federal, state and local taxes from any distribution made hereunder which the Corporation believes are necessary, appropriate or required by relevant law, regulation or ruling.

        9.11 Tax Consequences of Participation. While the Plan is designed to provide Eligible Persons the opportunity to defer Compensation on a tax-deferred basis, the Corporation makes no representation, warranty or guarantee of any federal, state or local tax consequences of participation in the Plan to any Participant or Designated Recipient (or personal representative or attorney-in-fact for such Participant or Designated Recipient).

        IN WITNESS WHEREOF, URANIUM RESOURCES, INC, by action of its Board of Directors, has duly adopted Uranium Resources, Inc. Deferred Compensation Plan for 2004, effective as of the 1st day of January, 2004.


 

 

URANIUM RESOURCES, INC

 

 

By

 


Name:  Paul K. Willmott
Title:    Chairman, President and Chief
                Executive Officer

6



EXHIBIT A
PARTICIPANTS

      Thomas H. Ehrlich
      Mark S. Pelizza
      Richard A. Van Horn
      Paul K. Willmott
      Leland O. Erdahl
      George R. Ireland

A-1



EXHIBIT B
ELECTIONS BY PARTICIPANTS

 
  Gross
Salary $

  Deferral %
 
Thomas H. Ehrlich   105,000   15.48 %
Mark S. Pelizza   105,000   0.00 %
Richard A. Van Horn   130,000   16.00 %
Paul K. Willmott   197,500   45.57 %
Leland O. Erdahl   18,000   100.00 %
George R. Ireland   18,000   100.00 %

B-1



EXHIBIT C
DEFERRED COMPENSATION ELECTION

        THIS DEFERRED COMPENSATION ELECTION AGREEMENT is entered into pursuant to the provisions of the Uranium Resources, Inc. Deferred Compensation Plan for 2004 ("Plan"). All capitalized terms in this Agreement shall have the meanings ascribed to them in the Plan.

        1.     Deferral Election. I hereby elect to defer receipt of            % of my Compensation earned in respect of the calendar year 2004. I understand that this election may not be changed except with the consent of the Committee.

        2.     Deferral Period. All Deferred Amounts will be paid on January 11, 2006.

        3.     I understand that this Plan does not provide me with any actual rights or interests in any particular funds, securities or property of the Company, or any property or assets held by any agent of the Company or the Committee, or in any shares of Common Stock of Uranium Resources, Inc. I also understand that my right to receive distributions under the Plan makes me a general unsecured creditor of the Company with no greater priority than any other general unsecured creditor of the Company.

        4.     Designated Recipient: In the event of my death, I designate the following individual or entity as beneficiary to receive distributions under the Plan:




        5.     Miscellaneous. I understand that this Agreement is subject to the terms, conditions and limitations of the Plan, as in effect from time to time, in all respects. I have received and reviewed the Plan as currently in effect. I agree to accept as final and binding all decisions and interpretations of the Committee relating to the Plan and this Agreement.


 

 


Signature of Participant

 

 


Printed Name of Participant

 

 


Social Security Number of Participant

                                                 , 2004

Received and accepted
on behalf of the Committee
this 1st day of Janaury 2004



Paul K. Willmott

C-1



EXHIBIT D
SHARE ELECTION

Uranium Resources, Inc.
650 S. Edmonds Lane, Suite 108
Lewisville, Texas 75067

Gentlemen:

        I hereby elect to receive all amounts deferred under the Deferred Compensation Plan for 2004 in shares of Common Stock in accordance with the Plan.

        By electing to receive shares of Common Stock, I represent that I am acquiring the shares of Common Stock for my own account, as principal, for investment, and not with a view to the resale of such shares of Common Stock or any interest therein and further understand and agree that the following restrictions and limitations are applicable to my purchase and any resale or other transfer I may make of the shares of Common Stock:

            (i)    The shares of Common Stock shall not be sold or otherwise transferred unless the shares of Common Stock are registered under the Securities Act and applicable state securities laws or are exempt therefrom.

            (ii)   A legend in substantially the following form will be placed on any certificates or other documents evidencing the shares of Common Stock:

        THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

        I understand that the Corporation will make appropriate withholding for all relevant federal, state and local tax purposes from the non-deferred portion of my Compensation with respect to the shares of Common Stock that I have elected to receive based on the Share Price. On each Distribution Date if the fair market value of the Common Stock is in excess of the Share Price, the Corporation will be required to withhold additional amounts based upon such excess. The source of such additional amounts will be Compensation otherwise payable to me on a Distribution Date, to the extent sufficient. If such amounts are insufficient, I will be required to pay to the Corporation the appropriate amounts as a condition to receipt of the shares.

                        Very truly yours,



                                Participant



                                Printed Name of Participant



                                Social Security Number of Participant

D-1




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EXHIBIT A PARTICIPANTS
EXHIBIT B ELECTIONS BY PARTICIPANTS
EXHIBIT C DEFERRED COMPENSATION ELECTION
EXHIBIT D SHARE ELECTION
EX-10.25 3 a2136617zex-10_25.htm EX 10.25
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Exhibit 10.25


URANIUM RESOURCES, INC.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION

        The undersigned, Paul K. Willmott, the duly elected President and Chief Executive Officer of Uranium Resources, Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows:

        First: That the Board of Directors of the Corporation, in accordance with Section 242 of the Delaware General Corporation Law, adopted resolutions on November 14, 2003, providing for the adoption of an Amendment to the Restated Certificate of Incorporation of the Corporation (the "Amendment"). The resolutions further directed that the Amendment be submitted to the stockholders of the Corporation for their consideration and approval by written consent without a meeting, without prior notice and without a vote pursuant to Section 228 of the Delaware General Corporation Law.

        Second: That, in accordance with Section 242 of the Delaware General Corporation Law, the holders of the necessary number of shares as required by statute consented to the adoption of the Amendment by signing and delivering to the Corporation written consents pursuant to Section 228 of the Delaware General Corporation Law.

        Third: That the amendment deletes Article 4 of the Restated Certificate of Incorporation in its entirety and replaces Article 4 of the Restated Certificate of Incorporation with the following:

ARTICLE 4

        The total number of shares of all classes of stock which the Corporation has authority to issue is 200,000,000 shares with a par value of $0.001 per share. The shares are designated as Common Stock, have one vote per share and have identical rights and privileges in every respect. The holders of the stock of the Corporation shall have no preemptive rights to subscribe for any securities of the Corporation.

        Fourth: That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the Delaware General Corporation Law.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on January 27, 2004.


 

 

/s/  
PAUL K. WILLMOTT      
Paul K. Willmott, President and Chief Executive Officer



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URANIUM RESOURCES, INC. CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
EX-10.26 4 a2136617zex-10_26.htm EX 10.26
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Exhibit 10.26


Groundwater Restoration Performance Agreement

        This Agreement is entered into by the Texas Commission on Environmental Quality ("TCEQ"), the Texas Department of Health ("TDH"), URI, Inc. ("URI"), and the United States Fidelity & Guaranty Company ("USF&G") for the period from March 1, 2004 to August 31, 2007.

Recitals

        A.    URI is the owner and operator of the Kingsville Dome Mine site located in Kleberg County and the Rosita Mine site located Duval County, Texas.

        B.    The following are the outstanding Bonds issued by USF&G on behalf of the Kingsville Dome and Rosita mine sites to provide assurance that funds will be available when needed for groundwater restoration, decommissioning, and, if applicable, for the long term care of the facilities.

        On June 23, 2000, USF&G issued to TDH on behalf of the Kingsville Dome mine site the Surety Bond Rider to Performance Guarantee Bond (Bond No. 41-0130-40028-96-6) that has been in effect since December 2, 1996, in the penal sum of One Million Seven Hundred Forty One Thousand Five Hundred Forty Two Dollars ($1,741,542.00).

        On June 23, 2000, USF&G issued to TDH on behalf of the Rosita mine site the Surety Bond Rider to Performance Guarantee Bond (Bond No. 41-0130-40040-96-6) that has been in effect since November 26, 1996, in the penal sum of One Million Nine Hundred Nine Thousand Six Hundred Forty Three Dollars ($1,909,643.00).

        On June 23, 2000, USF&G issued to TDH on behalf of the Kingsville Dome mine site the Surety Bond Rider to Performance Guarantee Bond (Bond No. 41-0130-17602-98-5) that has been in effect since June 9, 1998 in the penal sum of Six Hundred Ninety Nine Thousand Four Hundred Fifty Eight Dollars ($699,458.00).

        C.    URI, to induce USF&G, as Surety, to execute the Bonds on behalf of URI, executed and delivered a Master Surety Agreement for the benefit of Surety, dated November 25, 1996, pursuant to which URI, agreed to exonerate, hold harmless, indemnify and keep indemnified USF&G from and against any and all demands, claims, liabilities, losses and expenses of whatsoever kind or nature (including but not limited to, interest, court costs and counsel fees) imposed upon, sustained, or incurred by USF&G by reason of: (1) USF&G having executed, provided or procured Bonds in behalf of URI, Inc., or (2) URI, Inc.'s failure to perform or comply with any of the provisions of the Master Surety Agreement. By this document, URI, Inc. reaffirms its indemnity obligations under the Master Surety Agreement.

        D.    USF&G may have certain defenses to claims made under the Bonds, and it expressly reserves any and all defenses it may have or hereinafter acquire.

        E.    TCEQ, TDH, URI, and USF&G entered into the Kingsville Dome and Rosita Mines Agreement on October 11, 2000, the Second Kingsville Dome and Rosita Mines Agreement on January 1, 2002, the Third Kingsville Dome and Rosita Mines Agreement on May 1, 2002, and the Third Kingsville Dome and Rosita Mines Agreement Extensions on December 1, 2002, and February 1, 2003, that allowed for, and resulted in, the reduction of outstanding bond amounts to provide funds needed for groundwater restoration of the facilities. By this Agreement, the Agencies agree that they cannot enforce in excess of the remaining amounts set forth below against USF&G if needed for groundwater restoration, decommissioning, and, if applicable, for the long term care of the facilities.

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Remaining Penal Amount of KVD & Rosita Performance Guarantee Bonds

Bond Number

  Date
  Amount
  Site
41-0130-40028-96-6   30-June-03   $ 45,707   KVD
41-0130-40040-96-6   30-June-03   $ 363,511   ROS
46-1030-17602-98-5   8-June-98   $ 699,458   KVD
Total       $ 1,108,676   KVD/ROS

        F.     As of January 16, 2002, TDH's estimate of financial security for surface remediations of the Kingsville Dome and Rosita mine sites is One Million Three Hundred Ninety Thousand Dollars ($1,390,000). URI's estimate of the surface remediation cost at the same locations is One Million One Hundred Fifty One Thousand One Hundred Sixty Two Dollars ($1,151,162).

        G.    By letter dated January 16, 2002 TDH informed URI that additional financial security in the amount of Three Million Five Hundred Twenty Eight Thousand Six Hundred Sixty Six Dollars ($3,528,666) would be required to cover the additional estimated costs of groundwater restoration and that these may be reduced according to the terms of the Kingsville Dome and Rosita Mines Agreement as appropriate. Currently, URI estimates the remaining groundwater restoration cost estimate at the Kingsville Dome and Rosita mine sites to be Three Million Three Hundred Eighty Four Thousand Dollars ($3,384,000).

        H.    This Agreement is entered by USF&G and the Agencies at the request of URI, which has acknowledged that it is financially unable to post additional financial security for groundwater restoration and simultaneously continue groundwater restoration at the Kingsville Dome and Rosita mine sites and cannot be in compliance with 25 TAC § 289.260(o) without this Agreement. This Agreement does not replace or supersede any licenses, permits, or regulatory requirements already in place but does provide acceptable financial security as required by License L03653 Condition 25 and 25 TAC § 289.260(o) for the Kingsville Dome and Rosita mine sites until September 1, 2001. Compliance with Attachments A and B does not constitute final groundwater restoration. Final groundwater restoration is controlled by 30 TAC §331.107 and TCEQ's Permit Restoration Tables. It is not intended that the terms of this Agreement affect or change the responsibilities of TDH and TCEQ as set forth in the Memorandum of Understanding between the agencies found at 25 TAC § 289.101(f).

        I.     URI has entered into new long term sales contracts that will provide funding to conduct groundwater restoration from previous activities at the Kingsville Dome and Rosita mine sites.

        J.     The purpose of this Agreement is, variously, to (1) protect the public health and environment by assuring continuation of groundwater restoration of the Mines; (2) allow URI a corresponding reduction in the estimated cost of groundwater restoration of the Mines.

        Now, therefore, the parties agree as follows:

        1.     Incorporation. The above Recitals are hereby incorporated into this Agreement.

        2.     Definitions. The following terms shall have the meanings defined below:

        2.1   "Agencies" means collectively TCEQ and TDH.

        2.2   "Bonds" means the Bonds described in Recital B.

        2.3   "Restoration Cost Estimate" means the estimated costs of groundwater restoration based on the unit quantity of water requiring treatment and the actual costs for this processing that was accounted for under the terms of the Kingsville Dome and Rosita Mines Agreement and the Second Kingsville Dome and Rosita Mines Agreement.

        2.4   "Effective Date" means March 1, 2004.

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        2.5   "Mines" means the Kingsville Dome mine site and the Rosita mine site collectively.

        2.6   "Surety" means United States Fidelity & Guaranty Company.

        2.7   "TDH" means the Texas Department of Health.

        2.8   "TCEQ" means the Texas Commission on Environmental Quality.

        2.9   "URI" means URI, Inc.

        2.10 "USF&G" means the United States Fidelity & Guaranty Company.

        3.     Funding of Existing Groundwater Restoration. URI agrees, subject to the provisions contained herein, to fund groundwater restoration at the Kingsville Dome mine site and Rosita mine site at the treatment rates (mgal/mo) specified in Appendix A, which comprises Appendices A-1 and A-2, both of which are attached to and incorporated into this Agreement for all purposes. At the Kingsville Dome and Rosita mine sites URI's cost estimate for restoration expenses related to the Mines will be reduced quarterly at a rate of $2.75 per thousand gallons of restoration water processed through reverse osmosis filtration equipment as specified in Appendices A-1 and A-2. Unless otherwise approved by TDH and TCEQ, the restoration expenses shall be borne by a portion of the proceeds of the sale of uranium produced at another URI mine, the Vasquez Mine in Duval County, Texas. In the event that URI is able to secure funds from sources other than production sales, other than funds provided by URI's investor group that are specifically designated for general and administrative costs, and/or for the costs of resumption of production operations, URI will notify the TDH and TCEQ for a determination if these funds should be used to supplement financial security with the TDH.

        4.     Financial Security for Future Mining. Future mining at the Vasquez or Kingsville Dome site will be subject to acceptable financial security as required by License L03653, Condition 25 and 25 TAC § 289.260(o).

        5.     Additional Financial Security for Surface Remediation. URI will post acceptable additional financial security of $42,486 at the closing of this Agreement.

        6.     Term of Agreement. This Agreement shall remain in force and effect from its effective date through August 31, 2007. In the event both (i) URI fails to meet the Performance Criteria set forth in Appendix B, which comprises Appendices B-1 and B-2 and both of which are attached hereto and incorporated herein for all purposes, for a specific quarterly period and (ii) satisfaction of such Appendix B Performance Criteria is not waived by the Agencies, the Agencies may terminate the Agreement with 10 days notice to URI. If the Agencies terminate the Agreement, URI shall notify USF&G of such action.

        7.     Force Majeure. URI shall not be deemed as failing to meet the Performance Criteria for a specific month due to any Act of God, war, strike, riot, electrical outage, accident, fire, explosion, flood, blockade, governmental action or other catastrophe hereafter "force majeure," beyond URI's reasonable-control. In the event of such force majeure, URI shall notify the Agencies of the event within 24 hours. Should such force majeure prevent or reduce groundwater restoration activities for the subsequent month, then the Agencies may terminate the Agreement with 10 days notice to URI.

        8.     Record Keeping. URI shall include a summary of reverse osmosis unit operating data including the amount of gallons processed during a month in URI's quarterly performance reports to the Agencies.

        URI shall maintain and make available to the Agencies upon request, records of its groundwater restoration activities at the Mines. These records shall include: 1) accurate and legible maps of well fields and well locations; and 2) accurate and up to date well completion and maintenance information.

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        9.     Progress Reports. URI shall provide a quarterly groundwater restoration progress report in accordance with Appendix B to the Agencies no later than the 10th working day following the end of the calendar quarter. Such report will include an estimate of the remaining restoration required at the Mines.

        10.   Surety Not an Owner or Operator. USF&G shall not be deemed an "owner" or "operator" of the Mines by virtue of execution and delivery of and performance of its obligations under this Agreement. The parties' execution and delivery of this Agreement is not intended to make USF&G an "owner" or "operator." USF&G's role as Surety will not in any way make it responsible for any operation of the Mines, nor will it own any part of the Mines.

        11.   Agencies not an Owner or Operator. Neither TCEQ nor TDH shall be deemed an "owner" or "operator" of the Mines by virtue of execution and/or delivery of and/or performance of either of the Agencies' obligations under this Agreement. The parties' execution and delivery of this Agreement is not intended to make TCEQ or TDH an "owner" or "operator." TCEQ's or TDH's role in approving bond reductions will not in any way make either responsible for any operation of the Mines, nor will either of the Agencies own any part of the Mines.

        12.   Reservation of Defenses. USF&G's execution, delivery and performance under this Agreement shall not constitute, nor be deemed to constitute, an admission of liability or a waiver of any claims or defenses which USF&G may assert or have against URI, Inc., any indemnitors, or against claims made against USF&G under the Bond. The Agencies' execution, delivery or performance under this Agreement shall not constitute, nor be deemed to constitute, an admission of liability or waiver of any claims or defenses which the Agencies may assert or have against URI, Inc. relative to the Mines, or USF&G.

        13.   Bankruptcy of URI.

        13.1 It is the express desire, intent, and agreement of the parties (TCEQ/TDH, URI and USF&G) that in the event URI shall become a Debtor in a bankruptcy proceeding (by virtue of either the commencement of a voluntary or an involuntary petition) the rights of TCEQ/TDH and USF&G shall remain as unaffected as possible with respect to their mutual obligations under these Bonds. Accordingly, as a material element of this Agreement, the parties expressly agree and covenant as follows:

        13.2 URI will enter into a Stipulation satisfactory to TCEQ/TDH and USF&G setting forth sufficient facts to demonstrate its acknowledgment that the parties would not have entered into this Agreement absent such stipulation. The Stipulation shall further recite that, should URI become a Debtor in a Chapter 11 bankruptcy proceeding, it shall elect at the earliest of (1) sixty (60) days from the Petition date or (2) thirty (30) days from the entry of the Order for Relief in the instance where an involuntary petition is commenced to assume or reject this Agreement as an executory contract.

        13.3 URI and USF&G further agree that they shall take no action directly or indirectly to prevent the Bankruptcy Court from ordering URI to make such an accelerated election regarding assumption or rejection of this Agreement in accordance with the time frame set forth above in paragraph 13.2.

        13.4 In the event URI elects to assume this executory contract, URI shall cure any pending defaults within 30 days of the date it makes said election to assume (irrespective of the date of the entry of the Order approving assumption). In the event the Bonds are called, USF&G shall be entitled to a full credit against the face amount of the Bonds for any partial payments distributed previously to URI in accordance with this Agreement.

        13.5 In the event URI elects to reject this executory contract, the parties agree that each will have whatever rights and obligations it may have under this Agreement, the Bonds, and applicable law.

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        13.6 All parties further acknowledge that the obligation of USF&G under these Bonds constitutes an independent obligation of USF&G as a surety in favor of TCEQ/TDH. URI further covenants that in its legal opinion, should URI become a debtor in a bankruptcy proceeding, that these Bonds constitute independent obligations of USF&G and would not constitute assets of URI's bankruptcy estate. URI further covenants that it shall take no action either directly or indirectly to controvert any position taken in the Bankruptcy Court by TCEQ/TDH that these Bonds are not property of URI's bankruptcy estate.

        13.7 URI and USF&G acknowledge that there have been extensive confidential settlement communications, privileged under Federal Rule of Evidence 408, leading up to the execution of this Agreement. URI, USF&G, and TCEQ/TDH further covenant that they shall never seek to introduce evidence of any prior negotiations that led up to this Agreement (by way of example but not by limitation, introduction of previous drafts of this settlement Agreement as parole evidence).

        13.8 In the event of the bankruptcy of URI, the parties to this Agreement stipulate that the groundwater restoration equipment located at the Mines may continue to be used for groundwater restoration activities until the groundwater restoration is completed.

        14.   Notices. Any notices required or authorized to be given by this Agreement shall be in written form. Any notices required or authorized to be given by this Agreement must be sent by: (a) registered or certified delivery mail, postage prepaid and return receipt requested, addressed to the proper party at the following address or such address as the party shall have designated to the other parties in accordance with this Section; or (b) personal delivery. Mailed notice shall be effective on the third (3rd) day following the date of mailing. Personal delivery shall be effective on the date of receipt. Notices shall be mailed to the following:

      Ms. Margaret Hoffman
      Executive Director
      Texas Commission on Environmental Quality
      PO Box 13087
      Austin, TX 78711-3087

      Mr. Richard Ratliff. P.E.
      Chief, Bureau of Radiation Control
      Texas Department of Health
      1100 West 49th Street
      Austin, TX 78756

      United States Fidelity & Guaranty Company
      c/o St. Paul Surety-Claim (MC41)
      Matthew L. Silverstein, Esquire
      5801 Smith Avenue
      Baltimore, MD 21209

      Mark S. Pelizza
      URI, Inc.
      650 S. Edmonds Lane, Suite 108
      Lewisville, Texas 75067

      Rick Van Horn
      URI, Inc.
      641 East FM 1118
      Kingsville, Texas 78363

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      Alfred C. Chidester—Corporate Counsel
      c/o Baker & Hostetler
      303 E. 17th Ave., Ste. 1100
      Denver, Colorado 80203-1264

      R. Kinnan Golemon
      Brown McCarroll, L.L.P.
      111 Congress Ave., Ste. 1400
      Austin, Texas 78701-4043

        15.   Binding Effect of Obligations. This Agreement shall be binding upon and inure to the benefit of the respective parties and their successors and assigns.

        16.   Whole Agreement. There are no terms or conditions of this Agreement, express or implied, other than those expressly stated in this Agreement. This Agreement may be amended or modified only by an instrument in writing, signed by the parties with the same formality as this Agreement. This Agreement shall not be construed or interpreted to be for the benefit of any third party, and no third party shall have the right to enforce this Agreement without the consent of all of the parties.

        17.   Multiple Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement. Delivery of an executed copy of this Agreement via facsimile or other electronic transmission shall be deemed effective delivery.

        18.   Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law of the United States or the State of Texas, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.

        19.   Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the United States and the State of Texas to the extent that such laws do not conflict with the laws of the United States. Nothing in this Agreement shall relieve URI of its obligations under the rules and regulations of TCEQ or TDH or from the requirements of TCEQ Permits UR02827, WDW 248, UR02880, WDW 250, or TDH License L03653.

        20.   Dates. Any date that falls on a weekend or a State of Texas holiday shall mean the next regular State of Texas business day following that date.

        The parties have executed this Agreement effective as of March 1, 2004

/s/  MARGARET HOFFMAN      
Ms. Margaret Hoffman
Executive Director
Texas Commission on Environmental Quality
  /s/  RICHARD RATLIFF      
Richard Ratliff, P.E., Chief
Texas Department of Health
Bureau of Radiation Control

/s/  
PAUL K. WILLMOTT      
Paul K. Willmott, President and Chief Executive Officer, URI, Inc.

 

/s/  
MATTHEW L. SILVERSTEIN      
Matthew L. Silverstein, Attorney
United States Fidelity and Guaranty

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Attachment A

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Kingsville Dome Pumping Performance Schedule

Year

  Month
  Rate
mgal/mo.

  Beginning Stand Alone Project Cost Estimate
  Estimated Cost Reduction
  Remaining Stand Alone Project Cost Estimate
2004   January   5   $ 2,390,000.00   $ 13,750.00   $ 2,376.250.00
    February   5   $ 2,376,250.00   $ 13,750.00   $ 2,362,500.00
    March   5   $ 2,362,500.00   $ 13,750.00   $ 2,348,750.00
    April   21   $ 2,348,750.00   $ 57,750.00   $ 2,291,000.00
    May   21   $ 2,291,000.00   $ 57,750.00   $ 2,233,250.00
    June   21   $ 2,233,250.00   $ 57,750.00   $ 2,175,500.00
    July   21   $ 2,175,500.00   $ 57,750.00   $ 2,117,750.00
    August   21   $ 2,117,750.00   $ 57,750.00   $ 2,060,000.00
    September   21   $ 2,060,000.00   $ 57,750.00   $ 2,002,250.00
    October   21   $ 2,002,250.00   $ 57,750.00   $ 1,944,500.00
    November   21   $ 1,944,500.00   $ 57,750.00   $ 1,886,750.00
    December   21   $ 1,886,750.00   $ 57,750.00   $ 1,829,000.00
2005   January   21   $ 1,829,000.00   $ 57,750.00   $ 1,771,250.00
    February   21   $ 1,771,250.00   $ 57,750.00   $ 1,713,500.00
    March   21   $ 1,713,500.00   $ 57,750.00   $ 1,655,750.00
    April   21   $ 1,655,750.00   $ 57,750.00   $ 1,598,000.00
    May   21   $ 1,598,000.00   $ 57,750.00   $ 1,540,250.00
    June   21   $ 1,540,250.00   $ 57,750.00   $ 1,482,500.00
    July   21   $ 1,482,500.00   $ 57,750.00   $ 1,424,750.00
    August   21   $ 1,424,750.00   $ 57,750.00   $ 1,367,000.00
    September   21   $ 1,367,000.00   $ 57,750.00   $ 1,309,250.00
    October   21   $ 1,309,250.00   $ 57,750.00   $ 1,251,500.00
    November   21   $ 1,251,500.00   $ 57,750.00   $ 1,193,750.00
    December   21   $ 1,193,750.00   $ 57,750.00   $ 1,136,000.00
2006   January   21   $ 1,136,000.00   $ 57,750.00   $ 1,078,250.00
    February   21   $ 1,078,250.00   $ 57,750.00   $ 1,020,500.00
    March   21   $ 1,020,500.00   $ 57,750.00   $ 962,750.00
    April   21   $ 962,750.00   $ 57,750.00   $ 905,000.00
    May   21   $ 905,000.00   $ 57,750.00   $ 847,250.00
    June   21   $ 847,250.00   $ 57,750.00   $ 789,500.00
    July   21   $ 789,500.00   $ 57,750.00   $ 731,750.00
    August   21   $ 731,750.00   $ 57,750.00   $ 674,000.00
    September   21   $ 674,000.00   $ 57,750.00   $ 616,250.00
    October   21   $ 616,250.00   $ 57,750.00   $ 558,500.00
    November   21   $ 558,500.00   $ 57,750.00   $ 500,750.00
    December   21   $ 500,750.00   $ 57,750.00   $ 443,000.00
2007   January   21   $ 443,000.00   $ 57,750.00   $ 385,250.00
    February   21   $ 385,250.00   $ 57,750.00   $ 327,500.00
    March   21   $ 327,500.00   $ 57,750.00   $ 269,750.00
    April   21   $ 269,750.00   $ 57,750.00   $ 212,000.00
    May   21   $ 212,000.00   $ 57,750.00   $ 154,250.00
    June   21   $ 154,250.00   $ 57,750.00   $ 96,500.00
    July   21   $ 96,500.00   $ 57,750.00   $ 38,750.00
    August   16   $ 38,750.00   $ 38,750.00   $ 0.00

8



Rosita Pumping Performance Schedule

Year

  Month
  Rate
mgal/mo.

  Beginning Stand Alone Project Cost Estimate
  Estimated Cost Reduction
  Remaining Stand Alone Project Cost Estimate
2004   January   0   $ 994,000.00   $ 0.00   $ 994,000.00
    February   0   $ 994,000.00   $ 0.00   $ 994,000.00
    March   0   $ 994,000.00   $ 0.00   $ 994,000.00
    April   0   $ 994,000.00   $ 0.00   $ 994,000.00
    May   0   $ 994,000.00   $ 0.00   $ 994,000.00
    June   0   $ 994,000.00   $ 0.00   $ 994,000.00
    July   21   $ 994,000.00   $ 57,750.00   $ 936,250.00
    August   21   $ 936,250.00   $ 57,750.00   $ 878,500.00
    September   21   $ 878,500.00   $ 57,750.00   $ 820,750.00
    October   21   $ 820,750.00   $ 57,750.00   $ 763,000.00
    November   21   $ 763,000.00   $ 57,750.00   $ 705,250.00
    December   21   $ 705,250.00   $ 57,750.00   $ 647,500.00
2005   January   21   $ 647,500.00   $ 57,750.00   $ 589,750.00
    February   21   $ 589,750.00   $ 57,750.00   $ 532,000.00
    March   21   $ 532,000.00   $ 57,750.00   $ 474,250.00
    April   21   $ 474,250.00   $ 57,750.00   $ 416,500.00
    May   21   $ 416,500.00   $ 57,750.00   $ 358,750.00
    June   21   $ 358,750.00   $ 57,750.00   $ 301,000.00
    July   21   $ 301,000.00   $ 57,750.00   $ 243,250.00
    August   21   $ 243,250.00   $ 57,750.00   $ 185,500.00
    September   21   $ 185,500.00   $ 57,750.00   $ 127,750.00
    October   21   $ 127,750.00   $ 57,750.00   $ 70,000.00
    November   21   $ 70,000.00   $ 57,750.00   $ 12,250.00
    December   21   $ 12,250.00   $ 12,250.00   $ 0.00

9


Attachment B

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B-1. Kingsville Dome Mine Site

        I.     QUANTITY PERFORMANCE. Over any quarter covered by this Agreement, URI shall perform at a rate of at least 80% of the instantaneous design rate for the installed equipment at Kingsville Dome. The rate at which water is treated is calculated by adding the waste disposal well flow to the RO feed flow and subtracting the RO brine:

    WDW 248 maximum average restoration flow capacity: 150 gal/min
RO feed rate, design maximum: 585
Less RO brine contribution to WDW 248 flow: 146
   

[WDW max + RO max—brine amount = maximum water heated: 589 gal/min]

Therefore, the calculated minimum rate per month is:

589 gal/min × 1440 min/day × 30 days/month) × .80 = 20.4 million gallons per month.

        II.    QUALITY PERFORMANCE. Quality performance shall be assessed on a PAA by PAA basis using groundwater analysis to gauge restoration progress. To allow the state staffs to evaluate restoration progress in terms of improvements in water quality, URI shall do the following:

    a.
    Collect water quality data at least once every two weeks from each extractor well in the areas currently under active restoration; data shall at a minimum include Conductivity, (or TDS), uranium (as U3O8), Ca, pH, and SO4.

    b.
    At least one time per quarter, at or near the beginning of the 2nd month of the quarter, collect water quality data as described above from all production area baseline wells in areas previously considered restored. In addition, other wells, as selected by the Commission, shall be sampled for Radium-226.

    c.
    Submit water quality sampling data in both tabular and graphic form to facilitate comparison to past restoration progress reports.

d.
Submit restoration water quality progress reports monthly with the 3rd report in any quarter to include data from wells in areas previously considered restored.

        Determination of final restoration shall be done in accordance with standard state procedures, as found in 30 TAC § 331.107. Before final restoration is confirmed, URI shall obtain stability samples from all production area baseline wells and analyze for those parameters listed in the restoration table.

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B-2. Rosita Mine Site

        I.     QUANTITY PERFORMANCE. Over any quarter covered by this Agreement, URI shall perform at a rate of at least 80% of the instantaneous design rate for the installed equipment at Rosita. The rate at which water is treated is calculated by adding the waste disposal well flow to the RO feed flow and subtracting the RO brine:

    WDW 250 maximum average capacity: 150 gal/min
RO feed rate, design maximum: 585
Less RO brine contribution to WDW 250 flow: 146
   

[WDW max + RO max—brine amount = maximum water treated: 589 gal/min]

Therefore, the calculated minimum rate per month is:

589 gal/min × 1440 min/day × 30 days/month) × .80 = 20.4 million gallons per month.

        II.    QUALITY PERFORMANCE. Quality performance shall be assessed on a PAA by PAA basis using groundwater analysis to gauge restoration progress. To allow the state staffs to evaluate restoration progress in terms of improvements in water quality, URI shall do the following:

    a.
    Collect water quality data at least once every two weeks from each extractor well in the areas currently under active restoration; data shall at a minimum include Conductivity, (or TDS), uranium (as U3O8), Ca, pH, and SO4.

    b.
    At least one time per quarter, at or near the beginning of the 2nd month of the quarter, collect water quality data as described above from all production area baseline wells in areas previously considered restored. In addition, other wells, as selected by the Commission, shall be sampled for Radium-226.

    c.
    Submit water quality sampling data in both tabular and graphic form to facilitate comparison to past restoration progress reports.

    d.
    Submit restoration water quality progress reports monthly with the 3rd report in any quarter to include data from wells in areas previously considered restored.

        Determination of final restoration shall be done in accordance with standard slate procedures, as found in 30 TAC § 331.107. Before final restoration is confirmed, URI shall obtain stability samples from all production area baseline wells and analyze for those parameters listed in the restoration table.

12




QuickLinks

Groundwater Restoration Performance Agreement
Remaining Penal Amount of KVD & Rosita Performance Guarantee Bonds
Rosita Pumping Performance Schedule
EX-31.1 5 a2136617zex-31_1.htm EX 31.1
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 31.1


Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Paul K. Willmott, certify that:

1.
I have reviewed this report on Form 10-QSB of Uranium Resources, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.
The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.
The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

        Date: May 14, 2004


 

 

/s/  
PAUL K. WILLMOTT      
Title: President and Chief Executive Officer



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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EX-31.2 6 a2136617zex-31_2.htm EX 31.2
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Exhibit 31.2


Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas H. Ehrlich, certify that:

1.
I have reviewed this report on Form 10-QSB of Uranium Resources, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report.

4.
The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter of the annual report) that has materially affected or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.
The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: May 14, 2004


 

 

/s/  
THOMAS H. EHRLICH      
Title: Vice President—Finance and Chief Financial Officer



QuickLinks

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
EX-32.1 7 a2136617zex-32_1.htm EX 32.1

Exhibit 32.1

URANIUM RESOURCES, INC.
650 S. Edmonds Lane, Suite 108, Lewisville, TX 75067
972.219.3330 Phone 972.219.3311 Fax

May 14, 2004

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul K. Willmott, President and Chief Executive Officer of Uranium Resources, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

    (1)
    The Quarterly Report on Form 10-QSB of the Company for the period ended March 31, 2004 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)
    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  
PAUL K. WILLMOTT      
Paul K. Willmott
President and Chief Executive Officer
May 14, 2004

 

 

 

 


EX-32.2 8 a2136617zex-32_2.htm EX 32.2

Exhibit 32.2

URANIUM RESOURCES, INC.
650 S. Edmonds Lane, Suite 108, Lewisville, TX 75067
972.219.3330 Phone 972.219.3311 Fax

May 14, 2004

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas H. Ehrlich, Vice President—Finance and Chief Financial Officer of Uranium Resources, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

    (1)
    The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2004 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2)
    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  
THOMAS H. EHRLICH      
Thomas H. Ehrlich
Vice President and Chief Financial Officer
May 14, 2004

 

 

 

 


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