-----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, Snxcbb8I84TqdfmJPVtN7EoTAymsw2bV9TSUYFrXpmvX2b4sOayD5nIRk+LrHuDI FQ3XdZDCZrfdTP4dBre4RQ== 0001047469-05-015457.txt : 20050520 0001047469-05-015457.hdr.sgml : 20050520 20050520154540 ACCESSION NUMBER: 0001047469-05-015457 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-117653 FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 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: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-125106 FILM NUMBER: 05848239 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 SB-2 1 a2158181zsb-2.htm SB-2

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TABLE OF CONTENTS
URANIUM RESOURCES, INC. AND CONSOLIDATED SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on May 20, 2005
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

URANIUM RESOURCES, INC.
(Name of small business issuer in its charter)

Delaware		1094		75-2212772
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code No.)		(IRS Employer Identification No.)

650 South Edmonds, Suite 108, Lewisville, TX 75607
972-219-3330
(Address and telephone number of principal executive
office and principal place of business)

THOMAS H. EHRLICH
650 South Edmonds, Suite 108
Lewisville, TX 75607
972-219-3330
(Name, Address and Telephone Number of Agent for Service)

Copies to:
ALFRED C. CHIDESTER
Baker & Hostetler LLP
303 East 17^th Avenue Suite 1100
Denver, Colorado 80203
Phone No.: 303-764-4091
Fax No.: 303-861-2307

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Post Effective Amendment to the Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee


Common Stock, par value $0.001 per share	3,333,333	$0.44	$1,466,667	$173

(1): Pursuant to Rule 416 under the Securities Act of 1933, as amended, there are included in this registration such additional number of shares of Common Stock that may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transaction.
(2): The proposed maximum offering price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended. The proposed maximum offering price is based on the closing market price of $0.44 per share on May 17, 2005. The proposed maximum aggregate offering price is based upon the proposed maximum offering price per share multiplied by the respective total number of shares of Common Stock to be registered.
(3): Pursuant to Rule 429 under the Securities Act of 1933, as amended, this Prospectus included herein also relates to shares of Common Stock included in the Registration Statement on Form SB-2, File No. 333-117653. The filing fees in connection with the Registration Statement referenced herein were previously paid at the time of filing, based on the then applicable fees. This Registration Statement, upon effectiveness, constitutes a Post-Effective Amendment to the referenced registration statement File No. 333-117653 in accordance with Rule 429.

If delivery of the Prospectus is expected to be made pursuant to Rule 434 check the following box. o

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

[ ] Shares of Common Stock for Resale by Certain Stockholders

Uranium Resources, Inc.

Common Stock

This Prospectus relates to the resale of up to [ ] shares of the Company's Common Stock, par value $0.001 per share, that may be offered and sold, from time to time, by the Selling Stockholders identified in this Prospectus.

The offering price for shares sold by Selling Stockholders will be negotiated through private transactions or will be at the prevailing market price as quoted on any exchanges on which the Company's shares are traded at the time of sale. Selling Stockholders may sell their shares directly or through agents or broker-dealers acting as agents on behalf of such Selling Stockholders. The Selling Stockholders may engage brokers, dealers or agents, who may receive commissions or discounts from the Selling Stockholders.

Uranium Resources will not receive any of the proceeds from sales of shares by Selling Stockholders. Uranium Resources will pay substantially all the expenses incident to the registration of the shares, except for sales commissions and other expenses of Selling Stockholders applicable to sales of their respective shares.

Uranium Resources' Common Stock is not currently listed on any national securities exchange or the NASDAQ Stock Market. Uranium Resources' Common Stock is quoted on Over the Counter Bulletin Board ("OTCBB") under the symbol URIX. On May 17, 2005, the last reported sales price of Uranium Resources' Common Stock was $0.44 per share.

Before you make your investment decision, please read carefully the "Risk Factors" section beginning on page 7, where specific risks associated with these securities are described.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

Our mailing address and telephone number is as follows:

Uranium Resources, Inc.
650 South Edmonds, Suite 108
Lewisville, TX, 75067
972-219-3330

The date of this Prospectus is [ ], 2005

TABLE OF CONTENTS

PROSPECTUS SUMMARY
RISK FACTORS
PRICE RANGE OF COMMON STOCK
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OUR BUSINESS
	The Company
	Uranium Reserves/Mineralized Material
	The In Situ Leach Mining Process
	Environmental Considerations and Permitting
	Reclamation and Restoration Costs and Bonding Requirements
	Water Rights
	Competition
DESCRIPTION OF PROPERTIES
	South Texas
	New Mexico Properties
	Insurance
	Reclaimed Properties
LEGAL PROCEEDINGS
	New Mexico Radioactive Material License
	New Mexico UIC Permit
	Kingsville Dome Production Area 3
	Texas Department of Health Bonding Issues
	Other
MANAGEMENT
	Directors
	Arrangements Regarding Election of Directors
	Other Executive Officers
EXECUTIVE COMPENSATION
	Summary Compensation Table
	Supplemental Health Care Plan
	401(k) Profit Sharing Plan
	Employees' Stock Option Plans
	Deferred Compensation Plans
	Option Grants in Last Fiscal Year
	Aggregated Stock Option Exercises in 2004 Fiscal Year and 2004 Fiscal Year End Option Values
	Director Compensation
	Compensation Agreements with Key Executives
	Securities Authorized for Issuance Under Equity Compensation Plans
SECURITY OWNERSHIP
	Principal Stockholders
	Directors and Executive Officers
DESCRIPTION OF CAPITAL STOCK

SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
EXPERTS
VALIDITY OF THE COMMON STOCK
WHERE YOU CAN FIND ADDITIONAL INFORMATION
GLOSSARY OF CERTAIN URANIUM INDUSTRY TERMS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

You should rely only on the information contained in this Prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This Prospectus may only be used where it is legal to sell these securities. The information in this Prospectus may only be accurate on the date of this Prospectus.

PROSPECTUS SUMMARY

This summary of selected information from this Prospectus does not contain all information that may be important to you. This Prospectus includes specific terms of this offering, information about our business and financial data. We encourage you to read this Prospectus in its entirety before making an investment decision. See "GLOSSARY OF URANIUM INDUSTRY TERMS" on page 43 of this Prospectus for some relevant definitions.

The Offering

Trading Symbol		URIX
Common Stock Outstanding:		138,065,596 shares of Common Stock.
Common Stock Offered by Selling Stockholders		[ ] shares of Common Stock. This represents [ ]% of the total outstanding shares of Company Common Stock. [The blanks will be filled in prior to effective date]
Use of Proceeds		We will not receive any of the proceeds from sales of shares of Common Stock registered hereunder. We will pay substantially all the expenses incident to the registration of such shares, except for sales commissions and other expenses of Selling Stockholders.
Registration Rights		We agreed to register the shares of Common Stock subject to this Prospectus pursuant to various contractual arrangements with the Selling Stockholders.

Our Company

We are located at 650 South Edmonds Lane, Lewisville, Texas 75067. Our telephone number is 972-219-3330.

We were organized in 1977 to mine uranium in the United States using the in situ leach mining process, a process in which groundwater fortified with oxidizing agents is pumped into the ore body causing the uranium contained in the ore to dissolve. The resulting solution is pumped to the surface where it is further processed to a dried form of uranium that is shipped to conversion facilities for sale to our customers. This process is generally more cost effective and environmentally benign than conventional mining techniques.

Since 1988, we have produced about 6.1 million pounds of uranium from two South Texas properties, 3.5 million pounds from Kingsville Dome and 2.6 million pounds from Rosita. Additional mineralized uranium materials exist at Kingsville Dome. The Rosita property is essentially at the end of its productive capacity, although some minor mineralized uranium materials remain that may be produced. In 1999 we shut-in our production because of depressed uranium prices, and from the first quarter of 2000 until December 2004 we had no source of revenue and had to rely on equity infusions to remain in business. During that period we 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. Across this period, we performed ongoing restoration and reclamation at certain of our wellfields at Rosita and Kingsville Dome via an agreement with the State of Texas and our bonding company that allowed us access to approximately $3.2 million that had been pledged to secure restoration bonds (the "Restoration Agreement").

South Texas. Wellfield injection commenced in October 2004, and we produced approximately 76,200 pounds of uranium in the fourth quarter of 2004 and sold 72,350 pounds in December 2004.

Production from Vasquez in the first three months of 2005 totaled approximately 100,000 pounds. Our average monthly rate of production (33,000 pounds) is about 50% of that needed to satisfy the annual delivery requirements under our long-term uranium sales contracts. The Company has experienced certain chemical and permeability obstacles in the Vasquez formation that were not experienced at our Kingsville Dome and Rosita properties. As a result, our rate of production is lower than projected and our production costs are higher. We have developed a plan to increase the production rate. The plan calls for construction of an additional remote ion exchange plant (satellite plant) and the drilling of additional production wells to reduce the distance between our injection and production wells. Beginning in late November 2004, we began such an in-fill drilling program to evaluate its impact on the rate of extraction. We reduced the spacing between wells on a portion of the wellfield and grades increased dramatically. As a result, we are now implementing the program in all existing wellfields and are designing new wellfields to reflect the closer well spacing. We also plan to bring on additional wellfields to supply feed to the additional satellite plants sooner than previously projected in order to increase the flow of wellfield solutions. These actions are expected to provide an increased circulation of wellfield solution and achieve production rates that meet the annual scheduled deliveries under our delivery contracts. Implementation of the plan is expected to cost approximately $2.6 million. We borrowed $600,000 on March 24, 2005 from five of our stockholders and on May 13, 2005, we completed the sale of 3,333,333 shares of our common stock, in a private placement at $0.45 per share, receiving cash of $1.5 million.

During 2005, we plan to continue actively working towards the completion of the Production Area Authorization #3 review by Texas regulators at Kingsville Dome. See "Legal Proceedings." We expect the review will be completed in the fourth quarter of 2005, allowing the commencement of production at Kingsville Dome later this year or early in 2006. The Company is currently evaluating contracting opportunities for the Kingsville Dome production.

During 2005, the Company plans to begin an active program to purchase additional uranium resources through the acquisition of known uranium deposits within the South Texas uranium trend. These small deposits, ranging from 1.5 to 4 million pounds of uranium, are ideally suited for the Company's satellite plant technology. The Company plans to feed the resulting production through its currently idle Rosita Plant. We plan to upgrade the Rosita Plant by the addition of an additional elution circuit and a yellowcake dryer. In addition, the Company plans to begin an aggressive exploration program in favorable areas along the South Texas uranium trend. Utilizing our database, the Company has identified a number of uranium target areas. Discussions are under way to obtain the exploration rights to these properties. The Company is actively pursuing funding for these projects.

As of December 31, 2004, we had 50 employees, including four geologists, eight engineers and two certified public accountants. We have field offices at Kingsville Dome, Vasquez, Rosita and Crownpoint, New Mexico.

RISK FACTORS

Investing in our Common Stock will provide you with an equity ownership in Uranium Resources. As one of our stockholders, you will be subject to risks inherent to our business. The trading price of your shares will be affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of your investment may decrease, resulting in a loss. You should carefully consider the following factors as well as other information contained in this Prospectus before deciding to invest in shares of our Common Stock.

The factors identified below are important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company. Where any such forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to the future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result, or be achieved or accomplished. Taking into account the foregoing, the following are identified as important risk factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

If we are unable to raise an additional $500,000 in the near future, we will not be able to increase the rate of production at Vasquez to the level necessary to meet our delivery requirements under our long-term contracts.

The rate of production from Vasquez is not adequate to satisfy the annual delivery requirements under our long-tern uranium sales contracts. The cost to implement our plan to increase the production from Vasquez will be approximately $2.6 million of which we have raised $2.1 million. If we are unable to raise the additional funds in the near future, we will be unable to implement the plan and produce sufficient uranium to satisfy our contractual delivery obligations.

Although we believe that our plan to increase production will prove successful, there can be no guarantee of success, even if we raise the necessary capital.

Our ability to mine other properties after the Vasquez property is dependent on our ability to raise the necessary capital to do development drilling and finance the necessary infrastructure.

Our plans call for mining the Kingsville Dome property next. This will require a significant amount of additional capital, which we intend to finance through the issuance of additional equity and/or the incurrence of debt. Our ability to do so will depend on the price of uranium remaining high and our ability to procure contracts for the sale of the uranium.

Our inability to obtain financial surety would threaten our ability to continue in business.

In order to continue operations at the Vasquez property we expect to be required to post additional financial surety in the range of $1.2 million with the state of Texas in the third quarter of 2005. We will need to fully cash collateralize any letters of credit we obtain. If we are unable to post the necessary cash collateral we will not be able to obtain the necessary letters of credit.

We anticipate that our future bonding requirements will increase significantly when future development and production occurs at our sites in Texas and New Mexico. The amount of the surety for each producing property is subject to annual review and revision by regulators.

More stringent federal and state regulations could adversely affect our business.

If we are unable to obtain or maintain permits or water rights for development of our properties or otherwise fail to manage adequately future environmental issues, our operations could be materially and adversely affected. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and we anticipate that we will be required to continue to do so in the future. Although we believe our properties comply in all material respects with all relevant permits, licenses and regulations pertaining to worker health and safety as well as those pertaining to the environment, the historical trend toward stricter environmental regulation may continue.

The volatility of uranium prices makes our business uncertain.

The volatility of uranium prices makes long-range planning uncertain and raising capital difficult. The price of uranium is affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, and legislation and production and costs of production of our competitors.

The only market for uranium is nuclear power plants, and there are only a few customers.

We are dependent on a small number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly-produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.

The price of alternative energy sources affects the demand for and price of uranium.

Lower prices of oil, gas, coal and hydro-electricity and the possibility of developing other low cost sources for energy, have made and could continue to make nuclear power a less attractive fuel to generate electricity, thus resulting in lower demand for uranium. Maintaining the demand for uranium at current levels and future growth in demand will depend upon acceptance of nuclear technology as a means of generating electricity.

Public acceptance of nuclear energy is uncertain.

Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and increase the regulation of the nuclear power industry.

Because we have limited capital, inherent mining risks pose a significant threat to us.

Because we are small with limited capital, we are unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial accidents, flooding, interruptions due to weather conditions and other acts of nature. Such risks could result in damage to or destruction of our wellfield infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

Our inability to obtain insurance would threaten our ability to continue in business.

We currently have liability and property damage insurance that we believe is adequate. However, the insurance industry is undergoing change and premiums are being increased. If premiums should increase to a level we cannot afford, we could not continue in business.

If we cannot add additional reserves to replace production in the future, we would not be able to remain in business.

Our future uranium production, cash flow and income are dependent upon our ability to mine our current properties and acquire and develop additional reserves. Reserves at our Kingsville Dome and Rosita production sites were depleted in 1999, although there is the potential for developing additional wellfields at Kingsville Dome. There can be no assurance that our properties will be placed into production or that we will be able to continue to find and develop or acquire additional reserves.

Competition from better-capitalized companies affects prices and our ability to acquire properties, capital and personnel.

The amount of uranium produced by competitors or imported into the United States has a material impact on uranium prices. There is global competition for uranium properties, capital, customers and the employment and retention or qualified personnel. In the production and marketing of uranium there are about 15 major producing entities, some of which are government controlled and all of which are significantly larger and better capitalized than we are. We also compete with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantlement of United States and Russian nuclear weapons and imports to the United States of uranium from the rest of the World.

Over 52% of our shares of Common Stock is controlled by Principal Stockholders and Management

Over 52% of our Common Stock is controlled by three stockholders of record. In addition, our directors and officers are the beneficial owners of about 7% of our Common Stock. This includes with respect to both groups shares that may be purchased upon the exercise of outstanding options. Such ownership by the Company's principal stockholders, executive officers and directors may have the effect of delaying, deferring, preventing or facilitating a sale of the Company or a business combination with a third party.

The availability for sale of a large amount of shares may depress the market price for our Common Stock.

The Company has 138,065,596 shares of Common Stock currently outstanding of which [ ]% or [ ] shares are owned by non-affiliates of the Company and are believed by the Company to be freely transferable without restriction in the United States. All of the remaining shares may be sold under a Registration Statement on Form SB-2, of which this Prospectus is a part. The availability for sale of such a large amount of shares may depress the market price for our Common Stock and impair our ability to raise additional capital through the public sale of Common Stock. The Company has no arrangement with any of the holders of the foregoing shares to address the possible effect on the price of the Company's Common Stock of the sale by them of their shares.

PRICE RANGE OF COMMON STOCK

Our shares have been quoted on the Over the Counter Bulletin Board since October 15, 2004 and we have been dually quoted on both the OTCBB and the Pink Sheets since that date. From January 1, 2003 until June 24, 2003, we were quoted on the OTCBB. From June 25, 2003, until October 15, 2004, we were quoted only on the Pink Sheets.

The following table sets forth the high and low bid prices for the Common Stock as reported on the applicable markets for the periods indicated:

	Common Stock
Fiscal Quarter Ending	Common Stock
Fiscal Quarter Ending	High		Low
March 31, 2005	$	0.97	$	0.65
December 31, 2004	$	0.88	$	0.64
September 30, 2004		0.75		0.36
June 30, 2004		0.33		0.20
March 31, 2004		0.38		0.25
December 31, 2003		0.27		0.12
September 30, 2003		0.29		0.02
June 30, 2003		0.10		0.035
March 31, 2003		0.08		0.04

As of December 31, 2004, we had 134,507,263 shares of Common Stock outstanding. On that date, there were 202 holders of record.

Dividends

We have never paid any cash or other dividends on our Common Stock, and we do not anticipate paying dividends for the foreseeable future.

USE OF PROCEEDS

The Company will not receive any proceeds received from the sale of the shares by the Selling Stockholders.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This Item 6 contains "forward looking statements." These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices and other matters. The words "believes," "expects," "projects," "targets," "estimates" or similar expressions identify forward-looking statements. We do 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 our disclosures under the heading: "Risk Factors" beginning on page 6.

Financial Condition and Results of Operations

Quarters Ended March 31, 2005 and 2004 Consolidated Results of Operations

For the first quarter ended March 31, 2005 and 2004, our results of operations were net earnings of $57,000 and a net loss of ($594,000). In the first quarter of 2005, we sold 83,280 pounds of Vasquez production resulting in revenues of $1.7 million (including $253,000 from the renegotiation of the contract price of our 2004 sales). There was no uranium sold or revenues generated in the first quarter of 2004.

Our operating expenses and related royalties and commissions for Vasquez production sold in the first quarter of 2005 totaled $743,000; and we incurred $21,000 of stand-by costs at the Rosita project that was charged to operations. In the first quarter of 2004, there was no cost of sales related to production sold during the year, but we did incur $190,000 of stand-by costs that were charged to operations. In the first quarter of 2005 we incurred depreciation and depletion cost of sales from our Vasquez production of $286,000 and $4,000 of stand-by depreciation cost from the Rosita project. In the first three months of 2004, we incurred depreciation related to stand-by activities of $6,000. Accretion and amortization of future restoration costs in the first quarters of 2005 and 2004 totaled $75,000 and $123,000, respectively.

We incurred general and administrative charges and corporate depreciation of $519,000 in the first quarter of 2005 and $325,000 for the same period in 2004. The increase in these charges in 2005 resulted primarily from the increased personnel costs related to Vasquez project activities, increases in insurance premiums and legal fees.

Selected Production, Price and Cost of Uranium Sold Data for the three months ended March 31,

	2005		2004
Pounds of uranium produced		92,830	—
Pounds of uranium sold		83,280	—
Average sales price per pound(1)	$	20.49	—
Cost of produced pounds sold(2)(3)	$	10.96	—
Royalties/commissions per pound	$	1.38	—

(1): Average sales price per pound includes approximately $253,000 in revenue recorded in 2005 related to a renegotiation of the contract price completed in the first quarter of 2005 for pounds sold in 2004.
(2): The cost per pound excludes standby costs incurred in 2005 of $27,000. Such standby costs of $196,000 were charged to operating expense in 2004. It also excludes any amortization of $2.7 million of Vasquez costs capitalized in prior periods and written off prior to 2004.
(3): Cost of produced pounds sold includes plant and wellfield operations costs ($7.54) and depreciation and depletion of capital costs ($3.42). The estimated future costs of restoring the

groundwater and the reclamation and decommissioning of surface and facilities ($1.20/lb.) are treated as a period cost and are not included herein as a cost of production.

Years Ended December 31, 2004 and 2003 Consolidated Results of Operations

For the years ended December 31, 2004 and 2003, our net losses were $2.7 million and $0.3 million respectively. The 2004 losses included the start-up costs for the Vasquez project and sales and cost of sales from Vasquez production during the fourth quarter. During 2004, we sold 72,350 pounds of Vasquez production resulting in revenues of $1.0 million. There was no uranium sold or revenues generated in 2003. The cost of sales and related royalties and commissions for Vasquez production sold in 2004 totaled $919,000; and we incurred $607,000 of pre-production and stand-by costs at the Vasquez, Kingsville Dome and Rosita projects that were charged to operations in 2004. In 2003, there was no cost of sales related to production sold during the year, but we did incur $491,000 of stand-by costs that were charged to operations during 2003. Accretion and amortization of future restoration costs in 2004 and 2003 totaled $242,000 and $338,000, respectively. In 2004 and 2003, we charged to earnings the writedown of uranium assets of $46,000 and $340,000, respectively. We incurred general and administrative charges and corporate depreciation of $2.0 million in 2004 and $884,000 in 2003. The increase in these charges in 2004 resulted primarily from the increases in activities required to bring the Vasquez project into production during 2004. In 2003, we recorded the cumulative effect of an accounting change as a result of the adoption of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("FAS 143"), which resulted in an increase to earnings of approximately $1.4 million in 2003. See "Impact of Recent Accounting Pronouncements" below.

Selected Production, Price and Cost of Uranium Sold Data

	2004		2003
Pounds of uranium produced		76,186	—
Pounds of uranium sold		72,350	—
Average sales price per pound	$	13.95	—
Cost of produced pounds sold(1, 2)	$	11.76	—
Royalties/commissions per pound	$	0.94	—

(1): The cost per pound excludes standby costs incurred in 2004 at Kingsville Dome and Rosita of $440,000 and pre-production operational costs at Vasquez of $167,000. Such standby and pre-production costs were charged to operating expense in 2004. It also excludes any amortization of $2.7 million of Vasquez costs capitalized in prior periods and written off prior to 2004.
(2): Cost of produced pounds sold includes plant and wellfield operations costs ($8.50) and depreciation and depletion of capital costs ($3.26). The estimated future costs of restoring the groundwater and the reclamation and decommissioning of surface and facilities ($1.20/lb.) are treated as a period cost and are not included herein as a cost of production.

Cash Sources and Uses

Quarter Ended March 31, 2005 and 2004

As of March 31, 2005 we had a cash balance of approximately $660,000 compared to $342,000 at March 31, 2004.

In the first quarter of 2005, we generated cash flow from operations of $755,000, primarily from sales of 83,280 pounds of uranium from our Vasquez project. We also raised $600,000 in financing activities from the issuance of one year notes.

In the first quarter of 2004 we raised $675,000, from two private placements closed in January and February 2004, which resulted in the issuance of 6,750,000 shares of our Common Stock.

Our uses of cash in the first quarter of 2005 were made primarily on expenditures for property, plant and equipment at Vasquez of $688,000, additions to Kingsville Dome of $117,000 and other property additions in Texas and New Mexico of $133,000. Uses of cash in the first quarter of 2004 were on expenditures for property, plant and equipment at Vasquez of $133,000, additions to Kingsville Dome of $60,000, other property additions in Texas and New Mexico of $48,000 and working capital needs of approximately $400,000.

Years Ended December 31, 2004 and 2003

In 2004, our primary source of cash flow was from financing activities in which we raised $7.3 million from the issuance of approximately 52.2 million shares of our Common Stock. Of the cash raised, $6.5 million was from three private placements closed in January, February and May 2004, which resulted in the issuance of approximately 46.1 million shares of our Common Stock. In the fourth quarter of 2004, we issued approximately 6.1 million shares of Common Stock resulting from the exercise of certain outstanding warrants issued in 2000, and we also issued 515,000 shares of our Common Stock in the connection with the exercise of certain employee stock options. The cash raised in these transactions was $675,000 and $100,000, respectively. Additionally, in 2004 our other major source of cash resulted from the sales of uranium under our long-term contracts. Such sources contributed approximately $668,000 of cash flow in 2004.

Our uses of cash in 2004 were made primarily for expenditures for property, plant and equipment required to commence production at Vasquez of $2.7 million, additions made to Kingsville Dome primarily to ready the facility to process Vasquez production of $905,000 and other property additions in Texas and New Mexico of $340,000. Other uses of cash included the purchase of certificates of deposit to collateralize the financial surety needs required under the terms of our operating licenses and permits of $831,000 and expenditures used in operations, restoration activities and other changes in working capital of $2.4 million, $572,000 and $183,000, respectively.

In 2003, our primary sources of cash flow were from the issuance of approximately 12.5 million shares of our common stock, which contributed $581,000 of cash flow and the reduction in monies held in long-term certificates that collateralized our financial surety obligations of approximately $996,000 during the year.

Uses of cash in 2003 were primarily for cash used in operations and other working capital needs of $829,000 and $1.1 million, respectively and expenditures for property, plant and equipment at our Texas and New Mexico projects of $341,000.

Liquidity

Severely depressed uranium prices, in mid-1999 caused us to reduce our payroll and shut in our producing properties. From that time until 2004, the Company had relied on equity infusions to remain in business. From August 2000 to February 2004, we raised a total of approximately $6.5 million by issuing shares of our Common Stock 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, we performed ongoing restoration and reclamation at certain of our wellfields at Rosita and Kingsville Dome via an agreement with the State of Texas and our bonding company that allowed us access to approximately $3.2 million that had been pledged to secure restoration bonds (the "Restoration Agreement").

Since 2000, the uranium spot price has increased from a low of $7.10 per pound to $29.00 as of May 9, 2005. In August 2003, we signed a sales contract to deliver approximately 300,000 pounds of

uranium annually for the years 2005-2008. In January 2004, we signed a second uranium supply contract to deliver approximately 300,000 pounds annually for the years 2005-2008. Each of these contacts contains quantity flexibilities whereby the purchaser may elect to increase or decrease the amount of the uranium delivered each year by 15%. Both customers exercised the option in 2005 to increase their deliveries bringing the total to be sold to each customer in 2005 to 345,000 pounds of which 72,350 was delivered in 2004.

In May 2004, we raised equity of approximately $5.9 million by the sale of about 39.3 million shares of Common Stock at $0.15 per share and commenced the development and mining of our Vasquez property in South Texas. Wellfield injection commenced in October 2004, and we produced approximately 76,200 pounds of uranium in the fourth quarter of 2004. In 2004, we accelerated certain of the 2005 scheduled deliveries under one of our long-term contracts and sold 72,350 pounds in December 2004, which resulted in approximately $1.0 million in revenue in the fourth quarter of 2004.

Our projected cash requirements for 2005 are expected to be approximately $12.5 million and these expenditures are expected to be utilized for ongoing Vasquez production, development and related activities of $8.7 million (which includes ongoing financial surety requirements of $1.2 million required in the third quarter of the year), ongoing groundwater restoration activities at our Kingsville Dome and Rosita projects of approximately $700,000, permitting, licensing and land holding costs for our Texas and New Mexico properties of approximately $800,000 and general and administrative and other costs of approximately $2.3 million.

In 2005, we expect production from the Vasquez project to be sufficient to meet our contracted deliveries of approximately 617,000 pounds. Such deliveries are expected to generate approximately $9.1 to $10.4 million in revenue during the year. In order to achieve this expected production level we have developed a revised production plan to increase the production rates at Vasquez. The revised plan calls for construction of an additional remote ion exchange plant (satellite plant) and the drilling of additional production wells in the wellfields to reduce the distance between our injection and production wells. We also plan to bring on additional wellfields to supply feed to the additional satellite plant sooner than previously projected, in order to increase the flow of wellfield solutions. These actions are expected to provide an increased circulation of wellfield solution sufficient to achieve our expected production rate. In order to fund the needed activities we need to raise approximately $2.6 million of additional capital in 2005. We raised $600,000 through borrowings from five or our stockholders in March 2005 and raised an additional $1.5 million on May 13, 2005 from the sale of 3,333,333 shares of the Company's common stock in a private placement at $0.45 per share. The private placement was made with certain entities in which George R. Ireland, a director of the Company, is an affiliate. We are actively seeking to raise the balance of these funds. Should the Company be unable to achieve profitable operations or raise additional capital, it may not be able to continue operation. These factors raise substantial doubt concerning the ability of the Company to continue as a going concern.

Off-Balance Sheet Arrangements

We have secured financial surety relating to certain of our future restoration and reclamation obligations as required by the State of Texas regulatory agencies. The Company has had a combination of bank Letters of Credit (the "L/C's) and performance bonds issued for the benefit of the Company to satisfy such regulatory requirements. The L/C's were issued by Bank of America and the performance bonds have been issued by United States Fidelity and Guaranty Company ("USF&G"). The amount of L/C's issued was $897,000 and $0, at December 31, 2004 and 2003, respectively and the L/C's are collateralized in their entirety by certificates of deposit. The amount of performance bonds issued was $2,835,000 on December 31, 2004 and 2003 and USF&G has required that the Company deposit funds collateralizing a portion of the bonds. The amount of bonding issued by USF&G exceeded the amount of collateral by $2,500,000 and $2,434,000 at December 31, 2004 and 2003. In the event that either

provider is required to perform under its financial surety or the financial surety is called by the state agencies, the Company would be obligated to pay any expenditures in excess of the collateral.

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the consolidated financial statements beginning on page F-8 of this 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 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.

Impact of Recent Accounting Pronouncements

In March 2004, the EITF reached consensus on Issue 04-3, "Mining Assets: Impairment and Business Combinations." EITF 04-3 relates to estimating cash flows used to value mining assets or assess those assets for impairment. The Company assesses impairment on the projected mine life of each project utilizing existing technology. The release, which was effective for business combinations and impairment testing after March 31, 2004, did not have a significant impact on the Company's consolidated financial results.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs," which amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing." SFAS No. 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material ("spoilage") and requires such costs to be recognized as current-period charges. Additionally, SFAS No. 151 requires that allocation of fixed production overhead costs be based on normal capacity. The Statement is effective for years beginning after June 15, 2005, with early adoption permitted. Implementation of the Statement is not expected to have a significant effect on the Company's financial statements.

In December 2004, the Financial Accounting Standard Board ("FASB") issued SFAS No. 153, "Exchange of Nonmonetary Assets an amendment of APB Opinion No. 29." SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. The Statement is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. Implementation of the Statement is not expected to have a significant effect on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004) (SFAS No. 123R) "Share-Based Payments." SFAS No. 123R requires that the cost from all share-based payment transactions, including stock options, be recognized in the financial statements at fair value. SFAS No. 123R is effective for the Company in the first interim period after December 15, 2005. The Company expects to adopt the provisions of this statement in 2006 and is currently assessing the effect of SFAS No. 123R on its financial statements.

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.

OUR BUSINESS

The Company

Since 2000, the spot price for uranium has increased from $7.10 to $29.00 at May 9, 2005. In May 2004, we raised approximately $5.9 million by the sale of about 39.3 million shares of Common Stock at $0.15 per share and commenced the development and mining of our Vasquez property in South Texas. Wellfield injection commenced in October 2004, and we produced approximately 76,200 pounds of uranium in the fourth quarter of 2004 and sold 72,350 pounds in December 2004.

Current Plan of Operation

During 2005, we plan to continue actively working towards the completion of the Production Area Authorization #3 review by Texas regulators at Kingsville Dome. See "Legal Proceedings." We expect

the review will be completed in the fourth quarter of 2005, allowing the commencement of production at Kingsville Dome later this year or early in 2006. The Company is currently evaluating contracting opportunities for the Kingsville Dome production.

Uranium Reserves/Mineralized Material

Based on the report of Richard F. Douglas, Ph.D. dated March 29, 2004 ("Douglas Report") our Vasquez property had in-place proven reserves of 2.328 million pounds and probable in-place reserves of 1.413 million pounds. The Douglas Report estimated that 2.619 million pounds or 70% would be recoverable. During 2004, we produced approximately 76,200 pounds of uranium from Vasquez, which revises the estimated recoverable pounds remaining at Vasquez at December 31, 2004 to 2.543 million pounds.

In addition, our Kingsville Dome property has 318,000 pounds of probable in place reserves of which 223,000 pounds or 70% is estimated to be recoverable. The Douglas Report also concludes that our New Mexico properties collectively have about 33 million pounds of in-place mineralized uranium materials. We are unable to estimate the amount that may be recoverable. Although not covered by the Douglas Report, we estimate that we have up to an additional 13 million pounds of in-place mineralized uranium materials on our Crownpoint property.

Long-Term Delivery Contracts

The following table provides information concerning the base quantities under our two long-term sales contracts from January 1, 2005 through 2008 plus any escalations provided for in the contracts. Both contracts have price escalations based upon inflationary indices.

	2005		2006		2007		2008		Total
Number of customers		2		2		2		2
Total long-term deliveries (000's of pounds)		618		600		600		600		2,418
Total sales (000's)	$	9,072	$	7,875	$	7,875	$	7,875	$	32,697
Average sales price per pound	$	14.69	$	13.13	$	13.13	$	13.13	$	13.52

Overview of the Uranium Industry

The only significant commercial use for uranium is as fuel for nuclear power plants for the generation of electricity. During 2003, 440 nuclear power plants were operating in the world and consumed an estimated 169 million pounds of uranium. Worldwide production of uranium in 2003 (the most recent year for which statistics are available) was only about 92 million pounds. In the United States, there are 104 nuclear power plants that produce about 21% of the electricity used.

Based on reports by the Ux Consulting Company, LLC ("Ux") and the Uranium Institute ("UI"), since the early 1990s, worldwide uranium production has satisfied only 51% of worldwide demand, and this ratio has also been true in the Western world. Ux reports that the gap has been filled by secondary supplies, such as inventories held by governments, utilities and others in the fuel cycle, including the highly enriched uranium (HEU) inventories which are a result of the agreement between the US and Russia to blend down nuclear warheads. In the period 2005-2010 Ux projects western production to be sufficient to cover only 45% of western demand.

Ux reports that secondary sources combined with uranium production from existing uranium mines will not be sufficient to meet the world's requirements. New production will be needed. Ux projects that the industry will need uranium prices to remain at or near current prices to stimulate the capital investment needed to support such new production.

Spot price is the price at which uranium may be purchased for delivery within one year. Spot prices have been more volatile historically than long-term contract prices, increasing from $6.00 per pound in 1973 to $43.00 per pound in 1978, declining to $7.25 per pound in October 1991, increasing to $16.50 per pound in May 1996 and again declining to $7.10 at December 31, 2000. The spot price was $29.00 at May 9, 2005.

The following graph shows spot prices per pound from 1983 to May 9, 2005, as reported by Trade Tech and Ux.

All prices beginning in 1993 represent U₃O₈ deliveries available to U.S. utilities.

The In Situ Leach Mining Process

The in situ leach mining process is a form of solution mining. It differs dramatically from conventional mining techniques. The in situ leach technique avoids the movement and milling of significant quantities of rock and ore as well as mill tailing waste associated with more traditional mining methods. It is generally more cost-effective and environmentally benign than conventional mining. Historically, the majority of United States uranium production resulted from either open pit surface mines or underground shaft operations.

The in situ leach process was first tested for the production of uranium in the mid-1960s and was first applied to a commercial-scale project in 1975 in South Texas. It was well established in South Texas by the late 1970's, where it was employed in about twenty commercial projects, including two operated by us.

In the in situ leach process, groundwater fortified with oxygen and other solubilizing agents is pumped into a permeable ore body causing the uranium contained in the ore to dissolve. The resulting solution is pumped to the surface. The fluid-bearing uranium is then circulated to an ion exchange column on the surface where uranium is extracted from the fluid onto resin beads. The fluid is then reinjected into the ore body. When the ion exchange column's resin beads are loaded with uranium, they are removed and flushed with a salt-water solution, which strips the uranium from the beads. This leaves the uranium in slurry, which is then dried and packaged for shipment as uranium powder.

We have historically used a central plant for the ion exchange. In order to increase operating efficiency and reduce future capital expenditures, we began the design and development of wellfield-specific remote ion exchange methodology. Instead of piping the solutions over large distances through large diameter pipelines and mixing the waters of several wellfields together, each wellfield will be mined using a dedicated satellite ion exchange facility. This will allow ion exchange to take place at the wellfield instead of at the central plant. A wellfield consists of a series of injection wells, production (extraction) wells and monitoring wells drilled in specified patterns. Wellfield pattern is crucial to minimizing costs and maximizing efficiencies of production. The satellite facilities allow mining of each wellfield using its own native groundwater. This eliminates problems associated with progressive buildup of dissolved solids in the groundwater, thereby enhancing mining efficiencies and uranium recoveries.

Environmental Considerations and Permitting

Uranium mining is regulated by the federal government, states and, where conducted in Indian Country, by Indian tribes. Compliance with such regulation has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from federal and state agencies before the commencement of mining activities.

Radioactive Material License. Before commencing operations in both Texas and New Mexico, we must obtain a radioactive material license. Under the federal Atomic Energy Act, the United States Nuclear Regulatory Commission has primary jurisdiction over the issuance of a radioactive material license. However, the Atomic Energy Act also allows for states with regulatory programs deemed satisfactory by the Commission to take primary responsibility for issuing the radioactive material license. The Commission has ceded jurisdiction for such licenses to Texas, but not to New Mexico. Such ceding of jurisdiction by the Commission is hereinafter referred to as the "granting of primacy."

The Texas Department of Health is the permitting agency for the radioactive material license. For operations in New Mexico, radioactive material licensing is handled directly by the United States Nuclear Regulatory Commission.

See "Description of Properties" and "Legal Proceedings" for the status of our radioactive material license for New Mexico and our Texas properties.

Underground Injection Control Permits ("UIC"). The federal Safe Drinking Water Act creates a nationwide regulatory program protecting groundwater. This act is administered by the United States Environmental Protection Agency (the "USEPA"). However, to avoid the burden of dual federal and state (or Indian tribal) regulation, the Safe Drinking Water Act allows for the UIC permits issued by states (and Indian tribes determined eligible for treatment as states) to satisfy the UIC permit required under the Safe Drinking Water Act under two conditions. First the state's program must have been granted primacy. Second, the USEPA must have granted, upon request by the state, an aquifer exemption. The USEPA may delay or decline to process the state's application if the USEPA questions the state's jurisdiction over the mine site.

Texas has been granted primacy for its UIC programs, and the Texas Commission on Environmental Quality administers UIC permits. The Texas Commission on Environmental Quality also regulates air quality and surface deposition or discharge of treated wastewater associated with the in situ leach mining process.

New Mexico has also been granted primacy for its program. The Navajo Nation has been determined eligible for treatment as a state, but it has not requested the grant of primacy from the USEPA. Until the Navajo Nation has been granted primacy, in situ leach uranium mining activities within Navajo Nation jurisdiction will require UIC permit from the USEPA. Despite some procedural differences, the substantive requirements of the Texas, New Mexico and USEPA underground injection control programs are very similar.

Properties located in Indian Country and where status as Indian Country is in dispute remain subject to the jurisdiction of the USEPA. Some of our properties are located in areas that are Indian Country. In others, the status is in dispute. For these properties, we are a bystander in a dispute between New Mexico regulators and the USEPA.

See "Description of Properties" and "Legal Proceedings" for a description of the status of our UIC permits in Texas and New Mexico.

Other. In addition to radioactive material licenses and underground injection control permit, we are also required to obtain from governmental authorities a number of other permits or exemptions, such as for wastewater discharge, for land application of treated wastewater, and for air emissions.

In order for a licensee to receive final release from further radioactive material license obligations after all of its mining and post-mining clean up have been completed, approval must be issued by the Texas Department of Health along with concurrence from the United States Nuclear Regulatory Commission.

In addition to the costs and responsibilities associated with obtaining and maintaining permits and the regulation of production activities, we are subject to environmental laws and regulations applicable to the ownership and operation of real property in general, including, but not limited to, the potential responsibility for the activities of prior owners and operators.

The current environmental regulatory program for the in situ leach industry is well established. Many in situ leach mines have gone full cycle without any significant environmental impact. However, the public anti-nuclear lobby can make environmental permitting difficult and timing unpredictable.

Reclamation and Restoration Costs and Bonding Requirements

At the conclusion of mining, a mine site is decommissioned and decontaminated, and each wellfield is restored and reclaimed. Restoration involves returning the aquifer to its pre-mining use and removing evidence of surface disturbance. Restoration can be accomplished by flushing the ore zone with native ground water or using reverse osmosis to remove ions, minerals and salts to provide clean water for reinjection to flush the ore zone. Decommissioning and decontamination entails dismantling

and removing the structures, equipment and materials used at the site during the mining and restoration activities.

The Company is required by the State of Texas regulatory agencies to obtain financial surety relating to certain of its future restoration and reclamation obligations as. The Company has a combination of bank Letters of Credit (the "L/C's) and performance bonds issued for the benefit of the Company to satisfy such regulatory requirements. The L/C's were issued by Bank of America and the performance bonds have been issued by United States Fidelity and Guaranty Company ("USF&G"). The L/C's relate primarily to our operations at our Vasquez project and amounted to $897,000 and $0, at December 31, 2004 and 2003, respectively. The L/C's are collateralized in their entirety by certificates of deposit.

The performance bonds were $2,835,000 on December 31, 2004 and 2003 and related primarily to our operations at Kingsville Dome and Rosita. USF&G has required that the Company deposit funds collateralizing a portion of the bonds, and we have deposited approximately $335,000 as cash collateral for such bonds. We are obligated by agreement with the bonding company to increase the cash collateral to an amount equal to 50% of the amount of the bonds, plus an additional $0.50 for each pound of uranium produced until the account accumulates an additional $1.0 million.

We estimate that our actual reclamation liabilities for completed operations at Kingsville Dome and Rosita and current operations at Vasquez at December 31, 2004, are about $4.3 million of which the present value of $3.4 million is recorded as a liability as of December 31, 2004. Under an agreement reached on March 1, 2004, with the Texas regulatory agencies and our bonding company 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.

These financial surety obligations are reviewed and revised periodically by the Texas regulators.

In New Mexico, surety bonding will be required before commencement of mining and will be subject to annual review and revision by the United States Nuclear Regulatory Commission and the State of New Mexico or the USEPA.

Water Rights

Water is essential to the in situ leach process. It is readily available in South Texas. In Texas, water is subject to capture, and we do not have to acquire water rights through a state administrative process. In New Mexico, water rights are administered through the New Mexico State Engineer and can be subject to Indian tribal jurisdictional claims. New water rights or changes in purpose or place of use or points of diversion of existing water rights, such as those in the San Juan and Gallup Basins where our properties are located, must be obtained by permit from the State Engineer. Applications may be approved subject to conditions that govern exercise of the water rights.

Jurisdiction over water rights becomes an issue in New Mexico when an Indian nation, such as the Navajo Nation, objects to the State Engineer's authority and claims tribal jurisdiction over Indian Country. This issue may result in litigation between the Indian nation and the state, which may delay action on water right applications, and can require applications to the appropriate Indian nation and continuing jurisdiction by the Indian nation over use of the water. The foregoing issues arise in connection with certain of our New Mexico properties.

In New Mexico, we hold approved water rights to provide sufficient water to conduct mining at the Churchrock project for the projected life of the mine. We also hold three unprotested senior water rights applications that, when approved, would provide sufficient water for the projected life of the Crownpoint project. The water rights for the Crownpoint project are in the review process by the New Mexico State Engineer Offices. We cannot estimate the timing of the completion of such review but do expect a favorable result once the review is completed.

Competition

We market uranium to utilities in direct competition with supplies available from various sources worldwide. The Company competes primarily based on price.

DESCRIPTION OF PROPERTIES

South Texas

Kingsville Dome

The Property. The Kingsville Dome property consists of mineral leases from private landowners on about 2,354 gross and net acres located in central Kleberg County, Texas. The leases provide for royalties based upon a percentage of uranium sales of 6.25%. The leases have expiration dates ranging from 2000 to 2007. With a few minor exceptions, all the leases contain clauses that permit us to extend the leases not held by production by payment of a per acre royalty ranging from $10 to $30. We have paid such royalties on all material acreage.

Production History. Initial production commenced in May 1988. From then until July 1999, we produced a total of 3.5 million pounds. Production was stopped in July 1999, because of depressed uranium prices.

Further Development Potential. We believe that there is a significant quantity of uranium remaining at Kingsville Dome. We spent about $905,000 in capital expenditures in 2004, a significant portion of which related to upgrading and refurbishing our Kingsville Dome plant and facilities to accommodate processing of production from the Vasquez project. Other capital expenditures during the year were made primarily for land holding and permitting costs. A radioactive material license and underground injection control permit have been issued. As new areas are proposed for production, additional authorizations under the area permit are required. Our Production Area Authorization #3 is being reviewed by the Texas Commission on Environmental Quality. See "Legal Proceedings." The term of the license and underground injection control permit is open-ended.

Restoration and Reclamation. During 2004, we conducted restoration activities as required by the permits and licenses on this project, spending approximately $256,000 on such activities. In 2003, we spent about $21,000 in restoration costs.

Rosita

Only minor amounts of uranium remain at this property, and we have no current plans to mine it. We are conducting restoration and reclamation, of which $315,000 was spent in 2004. In 2003, we spent about $32,000.

Vasquez

The Property. We have a mineral lease on 872 gross and net acres located in southwestern Duval County, in South Texas. The term expires in February 2008. The lease provides for royalties based upon 6.25% of uranium sales below $25.00 per pound and royalty rate increases on a sliding scale up to 10.25% for uranium sales occurring at or above $40.00 per pound.

Development Plan. We commenced production from this property in October 2004. We spent about $2.7 million in capital expenditures at Vasquez in 2004. We produced 76,200 pounds of uranium in 2004 and sold 72,350 pounds.

Permitting Status. All of the required permits for this property have been received.

New Mexico Properties

General. We have various interests in properties located in New Mexico. We have patented and unpatented mining claims, mineral leases and some surface leases. We have spent $10.9 million to date on permitting for New Mexico. Additional expenditures will be required and could be material. We are unable to estimate the amount. We expect that whatever is spent will occur over multiple years. See "Legal Proceedings" for a discussion of the current status of our license for New Mexico.

Churchrock

The Property. The Churchrock project encompasses about 2,200 gross and net acres. The properties are located in McKinley County, New Mexico and consist of three parcels, known as Section 8, Section 17 and Mancos. None of these parcels lies within the area generally recognized as constituting the Navajo Reservation. We own the mineral estate in fee for both Section 17 and the Mancos properties. We own patented mining claims on Section 8.

The surface estate on Section 17 is owned by the United States Government and held in trust for the Navajo Nation. We have royalty obligations ranging from 5% to 6¹/4% and a 2% overriding royalty obligation to the Navajo Nation for surface use agreements.

Development Plan. We anticipate that Churchrock will be the first of our New Mexico properties we will develop. We spent about $124,000 in 2004 for permitting activities and land holding costs and expect to spend between $100,000 and $200,000 for these activities in 2005.

Water Rights. The State Engineer approved our water rights application in October 1999 and granted us sufficient water rights for the life of Churchrock.

Permitting Status. We have the radioactive material license for Section 8. This license is subject to the continuing proceedings described under "Legal Proceedings." With respect to the UIC permits, see "Legal Proceedings." We do not plan to pursue permits for Mancos at this time.

Crownpoint

The Property. The Crownpoint properties are located in the San Juan Basin, 22 miles northeast of our Churchrock deposits and 35 miles northeast of Gallup, New Mexico, adjacent to the town of Crownpoint. The Properties consist of 619 gross and 521.8 net acres.

Development Plan. We spent about $61,000 in 2004 for permitting activities and land holding costs and expect to spend between $100,000 and $200,000 for these activities in 2005.

Water Rights. We have three pending applications for appropriations of water, which give us the first three "positions in line" on the hearings list for the San Juan Basin. Certain of the water rights may involve a claim of jurisdiction by the Navajo Nation.

Permitting Status. See "Legal Proceedings" for a discussion of the radioactive material license for Crownpoint. The surface estate on Section 19 and 29 is owned by the United States Government and held in trust for the Navajo Nation and may be subject to the same jurisdictional dispute with respect to the UIC permit as for Section 8 and 17 in Churchrock.

West Largo and Roca Honda

In March 1997, we acquired the fee interest in 177,000 acres in northwestern New Mexico. Several significant occurrences of uranium mineralization are know to be within this acreage, including a uranium mineralized property called the West Largo and a uranium mineralized property called the

Rocha Honda. Significant uranium exploration was conducted by other companies on these properties in the past, and we own the result of these past drilling and exploration programs.

The West Largo property is about 21 miles north of the town of Milan and about 1.5 miles west of State Highway 509 in McKinley County, New Mexico. The property lies about 3 miles to the northwest of the Ambrosia Lake District, a major producer of uranium by means of underground operations from the late 1950s to the early 1980s.

The Rocha Honda property lies about 4 miles northwest of the town of San Mateo in McKinley County, New Mexico. We also own 36 unpatented mining claims encompassing approximately 640 acres that are adjacent to the fee land.

Insurance

Our property is covered by various types of insurance including property and casualty, liability and umbrella coverage. We have not experienced any material uninsured or under insured losses related to our properties in the past and believe that sufficient insurance coverage is in place. Future losses if sustained would not be material.

Reclaimed Properties

We have completed production and groundwater restoration on our Benavides and Longoria projects in South Texas. We completed the final stages of surface reclamation on these projects and received full and final release for these sites in 1999.

We acquired the Section 17 leases in the New Mexico Churchrock district from United Nuclear Corporation. It had conducted underground mining for uranium on Section 17 and had reclaimed these properties. In the acquisition, we assumed any liability of United Nuclear Corporation for any remaining remediation work that might be required. The New Mexico Energy Minerals and Natural Resources Department has not determined what, if any, additional remediation would be required under the New Mexico Mining Act. If more remediation work is required, we believe it would not involve material expenditures.

LEGAL PROCEEDINGS

New Mexico Radioactive Material License

In the State of New Mexico, uranium recovery by in situ leach ("ISL") technology requires a radioactive material license issued by the United States Nuclear Regulatory Commission (the "NRC" or the "Commission"). We applied for one license covering almost all properties located in both the Churchrock and Crownpoint districts collectively known as the Crownpoint Uranium Project. The Commission issued an operating license for the Crownpoint Uranium Project in January 1998 that allowed ISL uranium recovery operations to begin in the Churchrock district. In mid-1998, the Commission determined that certain Churchrock and Crownpoint residents who requested a hearing had standing to raise certain objections to the license. An Administrative Law Judge conducted a hearing during 1999. The Administrative Law Judge upheld the Churchrock Section 8 license and granted our request to defer any dispute on all but the Churchrock Section 8 property, until we make a decision whether to mine these other properties.

The ruling was appealed to the Commission. On January 31, 2000, the Commission issued an order concurring with the technical, substantive and legal findings of the Administrative Law Judge, but the Commission also determined that we must proceed with the hearing process for the other New Mexico properties beyond Churchrock Section 8. Subsequently, the hearing process was held in abeyance until 2004 pursuant to NRC supervised settlement negotiations between the parties.

In February 2004, the Administrative Law Judge issued an order, which concluded that we must make three specific changes to our submitted restoration action plan for Churchrock Section 8 in order to commence mining operations at Churchrock. The Commission accepted our petition for review on two of three issues and subsequently overruled the Administrative Law Judge on these issues. The Administrative Law Judge is proceeding with the hearing on the relevant issues at the remaining three mine sites. The parties agreed to truncate the number and scope of the issues remaining for consideration at the three sites. A scheduling order was issued February 9, 2005, and, barring appeals, all briefs on these two issues should be completed and filed by August 15, 2005. Although the decisions to date have been favorable on all Churchrock Section 8 issues, there can be no assurance that the Crownpoint Uranium Project license will be maintained in its current form.

New Mexico UIC Permit

The State of New Mexico, the USEPA and the Navajo Nation are engaged in a jurisdictional dispute as to which entity has the authority to issue Underground Injection Control ("UIC") program permits and, in the case of some of the Churchrock and Crownpoint properties, aquifer exemptions required to mine a portion of our Churchrock and Crownpoint properties. The dispute was taken to the Tenth Circuit Court of Appeals, which in January 2000 decided in favor of USEPA jurisdiction and remanded the issue of whether the Section 8 Churchrock property was a dependent Indian community, as that is a crucial factor in determining whether a Federal UIC permit should be issued. To date, no decision has been issued by USEPA Region 9 regarding this issue.

On March 3, 2005, the New Mexico Environment Department ("NMED") sent a letter to USEPA Region 9 requesting that USEPA determine whether the Section 8 Churchrock property is a dependent Indian community. In this letter, NMED stated that such determination was necessary due to our inquiry into the possibility of requiring a Federal UIC permit for that property and argued that such property was not a dependent Indian community under relevant legal precedent. We are awaiting further action by USEPA on this issue.

Kingsville Dome Production Area 3

We are involved in a dispute with certain intervenors over whether a hearing is required for a new production area within the boundary of our approved permit area at Kingsville Dome. In the first quarter of 2000, the District Court of Travis County, Texas ruled that the Texas Natural Resource Conservation Commission's (now renamed the Texas Commission on Environmental Quality or TCEQ) decision to approve our third production area without granting a hearing to certain intervenors would require further review by that regulatory agency. In order to expedite the process, we have requested a public hearing to avoid further litigation on the point. We have also requested a public hearing regarding renewal of our waste disposal well permits at the Kingsville Dome Property. The public hearing has been scheduled for the first two weeks in August 2005 and we expect it to be concluded and a determination made in the fourth quarter of 2005.

Texas Department of Health Bonding Issues

On January 16, 2003, the Texas Department of Health ("TDH") requested that we post additional financial security for $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 TDH, the Texas Commission on 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.

Certain parties, including the county commissioners of Kleberg County, have challenged the Restoration Agreement. One of the challengers, Kleberg County, has withdrawn its challenge and has agreed to accept the Company's groundwater restoration plan under the Restoration Performance Agreement. Other parties continue that challenge. Under the agreement, Kleberg County has also agreed to withdraw its request for a public hearing regarding authorization of an additional production area at the Company's Kingsville Dome property (discussed in the preceding paragraph) and the renewal of waste disposal wells permits at Kingsville Dome.

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.

MANAGEMENT

Directors

The Board of Directors consists of the three individuals listed below who hold office until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by plurality vote.

Name	Age	Positions and Offices
Paul K. Willmott	65	Chairman, Chief Executive Officer, President and Director
Leland O. Erdahl	76	Director
George R. Ireland	48	Director

Paul K. Willmott has served as a director since August 1994, as President since February 1995 and as Chairman of the Board and Chief Executive Officer since July 31, 1995. Mr. Willmott served as our Chief Financial Officer from April 12, 1995 to September 25, 1995. Mr. Willmott retired from Union Carbide Corporation ("Union Carbide") where he was involved for 25 years in the finance and operation of Union Carbide's world-wide mining and metals business. Most recently, Mr. Willmott was President of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide, from 1987 to 1991, where he was responsible for Union Carbide's uranium and vanadium businesses. From January 1993 until February 1995, Mr. Willmott was engaged by the Concord Mining Unit as a senior vice president where he was primarily involved in the acquisition of UMETCO Minerals Corporation's uranium and vanadium operating assets. Mr. Willmott graduated from Michigan Technological University with a Bachelor of Science degree in Mining in 1964 and a Bachelor of Science Degree in Engineering Administration in 1967. He has been an active member of the American Institute of Mining Engineers, the Canadian Institute of Mining Engineers and a number of state professional organizations.

Leland O. Erdahl has served as a director since July 11, 1994. From 1986 to 1991, Mr. Erdahl served as President and Chief Executive Officer for Stolar, Inc., a high-tech company involved in the radio wave imaging of geologic media and underground radio transmission for voice and data. He was President and CEO of Albuquerque Uranium Corporation, a uranium mining company, from 1987 to 1991 and served as Vice President of AMAX Gold in 1997 and 1998. From January 2001 to September 14, 2001 Mr. Erdahl served as President of Nord Pacific Limited, a mining company with gold and copper interests in Australia and Papau, New Guinea. He is a Certified Public Accountant and is a graduate from the College of Santa Fe. He is currently a director of Canyon Resources Corporation (a mining company whose primary business is the discovery and production of precious metals). Mr. Erdahl also serves on the compensation committee of Canyon Resources Corporation and is Chairman of its Audit Committee.

George R. Ireland has served as a director since May 25, 1995. Mr. Ireland is a General Partner in Ring Partners, LLC, a private investment partnership. From February 1991 to February 2000, Mr. Ireland was a financial analyst for and a partner in Knott Partners L.P., a private investment partnership. Mr. Ireland specialized in investing in securities of natural resource and other basic industrial companies, both domestically and abroad. From 1987 to 1991, he was a Vice President of Fulcrum Management, Inc., (a natural resource venture capital management company) which was the manager of the VenturesTrident Limited Partnerships, (venture capital funds dedicated to investing in the mining industry), and Senior Vice President and Chief Financial Officer of MinVen Gold Corporation, a company in which the VenturesTrident funds had a significant investment. Mr. Ireland graduated from the University of Michigan with degrees in Geology and Resource Economics. He also attended the Graduate School of Business Administration of New York University. Mr. Ireland is a director of Merrill & Ring, Inc., a private land and timber holding company in the state of Washington.

Arrangements Regarding Election of Directors

There are no arrangements regarding the election of directors.

Other Executive Officers

The executive officers serve at the discretion of the Board of Directors and are subject to annual appointment by the Board at its first meeting following the Annual Meeting of the Stockholders. The officers hold office until their successors are appointed by the Board of Directors. All officers are employed on a full-time basis. There is no family relationship between any director and executive officer.

The following table sets forth certain information concerning executive officers that are not also directors:

Name	Age	Positions and Offices
Richard A. Van Horn	58	Senior Vice President—Operations
Thomas H. Ehrlich	45	Vice President, Chief Financial Officer, Secretary and Treasurer
Mark S. Pelizza	52	Vice President—Health, Safety and Environmental Affairs
Craig S. Bartels	56	Senior Vice President—Technology and New Project Development and President, Hydro Resources, Inc.

The following sets forth certain information concerning the business experience of the foregoing executive officers during the past five years.

Richard A. Van Horn joined us in March 1997 and assumed the position of Senior Vice President of Operations on April 1, 1997. Previously, he spent three years with Energy Fuels Nuclear, Inc. as General Manager—Colorado Plateau Operations with responsibility for the daily management of and planning for Energy Fuels Nuclear, Inc. mining activities on the Colorado Plateau. Before his work at Energy Fuels Nuclear, Inc., Mr. Van Horn spent eighteen years with Union Carbide Corporation where he was involved with the finance and operation of that company's worldwide mining and metals business. From 1990 to 1994, Mr. Van Horn was Director of Operations of UMETCO Minerals Corporation, a wholly owned subsidiary of Union Carbide Corporation, responsible for all operating aspects of UMETCO's uranium and vanadium business on the Colorado Plateau prior to its sale to Energy Fuels Nuclear, Inc. Mr. Van Horn graduated from the Colorado School of Mines with a Engineer of Mines degree in mining in 1973.

Thomas H. Ehrlich, a certified public accountant, rejoined us in September 1995 as Vice President and Chief Financial Officer and was appointed Secretary and Treasurer in December 1995. Immediately before that, Mr. Ehrlich spent nine months as a Division Controller with Affiliated Computer Services, Inc., an information technology services provider in Dallas, Texas. Mr. Ehrlich originally joined us in November 1987 as Controller—Public Reporting and was promoted to Controller and Chief Accounting Officer in February 1990. In February 1993, Mr. Ehrlich assumed the additional duties of Vice President and Secretary. Before joining us, he spent four years with Deloitte Haskins & Sells and worked primarily with clients that were publicly held companies. Prior to his work at Deloitte Haskins & Sells, he spent three years in various accounting duties at Enserch Exploration, Inc., an oil and gas company in Dallas, Texas. Mr. Ehrlich received his B.S. B.A. degree in Accounting from Bryant College in 1981.

Mark S. Pelizza has served as our Environmental Manager since 1980, and as such, he has been responsible for all environmental regulatory activities. In February 1996, he was appointed Vice President—Health, Safety and Environmental Affairs. In November 1999, he was appointed President

and a Director of Hydro Resources, Inc., a wholly owned subsidiary. Before joining us, he was employed for two years by Union Carbide as an Environmental Planning Engineer at Union Carbide's Palangana solution mining plant in South Texas. Mr. Pelizza received a M.S. degree in Engineering Geology from Colorado School of Mines in 1978 and a B.S. degree in Geology from Fort Lewis College in 1974.

Craig S. Bartels, a Licensed Professional Engineer and a Licensed Professional Geoscientist, rejoined the Company as Senior Vice President—Technology and New Project Development, and President of Hydro Resources, Inc., a wholly owned subsidiary of the Company, in December 2004. He was previously an officer of HRI from July 1996 until September 1999, when he started a consulting company specializing in ISL technology, hydrology and geochemistry. Among his projects as a consultant, he helped with design and startup of the Beverley ISL project in Australia, evaluated an Arizona copper ISL project for a Canadian firm, and began an upgrade of his commercial groundwater model. From January 1995 to July 1996, he was Manager of Wellfield Operations for Crow Butte Resources, Inc., a uranium ISL mining company. Mr. Bartels originally joined the Company in early 1981 and held varied positions with the Company as Reservoir Engineer, Plant Manager and Manager of Wellfield Operations through October 1994. Earlier, he was with Union Carbide, eventually becoming Technical and Plant Superintendent for their solution mining operation. Mr. Bartels also spent six years with Natural Gas Pipeline Company of America, a major gas transmission company, as drilling and reservoir engineer for their gas storage operations. Mr. Bartels received a B.S. Degree in Petroleum Engineering from Montana School of Mines in 1972.

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for the years ended December 31, 2004, 2003 and 2002 paid to our Chief Executive Officer and certain other executive officers.

Summary Compensation Table

	Annual Compensation							Long-Term Compensation
Name and Principal Position	Year	Salary ($)		Bonus ($)		Other Annual Compensation(1) ($)		Securities Underlying Options (#)	All Other Compensation(2) ($)
Paul K. Willmott(3) Chairman, President and Chief Executive Officer	2004 2003 2002	$ $ $	202,725 114,552 199,092	$ $ $	0 0 0	$ $ $	1,045 366 9,425	2,250,000 — —	$ $ $	1,116 620 1,104
Richard A. Van Horn(4) Senior Vice President—Operations	2004 2003 2002	$ $ $	137,950 134,799 135,306	$ $ $	0 0 0	$ $ $	217 50 1,447	1,500,000 — —	$ $ $	1,134 1,092 1,122
Mark S. Pelizza Vice President—Health, Safety and Environmental Affairs	2004 2003 2002	$ $ $	109,108 68,902 105,340	$ $ $	0 0 0	$ $ $	3,325 2,635 6,849	1,500,000 — —	$ $ $	1,090 498 1,078
Thomas H. Ehrlich(5) Vice President and Chief Financial Officer	2004 2003 2002	$ $ $	106,780 56,303 105,237	$ $ $	0 0 0	$ $ $	217 1,321 3,909	1,500,000 — —	$ $ $	908 490 911

(1): Represents amount paid for out-of-pocket medical and dental expenses under the Company's Supplemental Health Care Plan.
(2): Represents contributions made by the Company under the Company's 401(k) Profit Sharing Plan (see "401(k) Profit Sharing Plan" below).

(3): Salary for 2004, 2003, and 2002 includes $90,000, $51,900 and $90,000, respectively which was deferred under the 2004, 2003 and 2002 Deferred Compensation Plans.
(4): Salary for 2004, 2003 and 2002 includes $20,800 that was deferred under the Company's 2004, 2003 and 2002 Deferred Compensation Plans.
(5): Salary for 2004, 2003 and 2002 includes $15,938, $7,200 and $16,250, respectively which was deferred under the Company's 2004, 2003 and 2002 Deferred Compensation Plans.

Supplemental Health Care Plan

The Company has adopted a health care plan (the "Supplemental Plan") for the officers and certain of the employees who are also stockholders, which supplements the standard health care plan available to all eligible employees (the "Standard Plan"). The Supplemental Plan pays directly to the participant 80% of all out-of-pocket medical and dental expenses not covered under the Standard Plan, including deductibles and co-insurance amounts. Additionally, the Supplemental Plan provides to each participant $100,000 of accidental death and dismemberment insurance protection and a world wide medical assistance benefit. Each participant in the Supplemental Plan will receive a maximum annual benefit of $100,000. The Company pays an annual premium under the Supplemental Plan equal to $250 per participant plus 10% of claims paid. There are currently five officers and employees covered by the Supplemental Plan.

401(k) Profit Sharing Plan

The Company maintains a defined contribution profit sharing plan for employees (the "401(k)") that is administered by a committee of trustees appointed by us. All Company employees are eligible to participate upon the completion of six months of employment, subject to minimum age requirements. Each year we make a contribution to the 401(k) without regard to current or accumulated net profits (as defined) of the Company. Our contributions are allocated to participants in amounts equal to 25% (or a higher percentage, determined at our discretion) of the participants' contributions, up to 4% of each participant's gross pay. For the plan year ended July 31, 2004 and 2003, we contributed amounts equal to 25% of the participant's contributions, up to 4% of gross pay. Participants become 20% vested in their Company contribution account for each year of service until full vesting occurs upon the completion of five years of service. Distributions are made upon retirement, death or disability in a lump sum or in installments.

Employees' Stock Option Plans

Under our Amended and Restated 1995 Stock Incentive Plan (the "1995 Plan") incentive stock options and non-qualified options to purchase up to an aggregate of 12 million shares of Common Stock may be granted, subject to approval of Proposal 2 of this Proxy Statement. The Stock Option Committee of the Board of Directors administers the 1995 Plan and has the full authority, subject to the provisions of the 1995 Plan, to determine to whom and when to grant options and the number of shares of Common Stock covered by each grant. As of December 31, 2004, 9,229,255 shares are reserved for issuance upon exercise of outstanding options granted under the 1995 Plan, and 2,256,180 shares were reserved for issuance pursuant to options that may be granted in the future. 514,565 shares have been issued upon the exercise of options under the 1995 Plan in 2004.

On November 12, 2004, the Board of Directors adopted and approved the Company's 2004 Stock Incentive Plan (the "2004 Plan") for key employees of the Company. The 2004 Plan originally authorized grants of incentive stock options and non-qualified options to purchase up to an aggregate of 2,000,000 shares of Common Stock. On December 9, 2004, the Board of Directors adopted an amendment increasing the number of shares subject to the 2004 Plan to 7,000,000. The Compensation Committee has issued to executive officers and employees, subject to stockholder approval of the 2004 Plan, incentive stock options to purchase 2,000,000 shares at a price of $0.84 and 908,000 shares at a price of $0.74 per share.

The Company also has an Employees' Stock Option Plan. As of December 31, 2004, 32,000 shares are reserved for issuance under non-qualified options outstanding under that plan, and no new options may be granted under that plan.

Deferred Compensation Plans

We have four separate deferred compensation plans covering the years 1999 through 2004. Under these plans executive officers and directors of the Company and its subsidiaries were permitted to defer up to 100% of their 1999, 2000, 2001, 2002, 2003 and 2004 salary with payment thereof to be made on January 11, 2006. On or before that date, the participant may elect to receive the deferred amount in shares of our Common Stock valued at $0.375 under the 1999 deferred compensation plan and $0.20 per share under the 2000-2004 plans. As of December 31, 2004, a total of $841,878 has been deferred under such plans.

A total of $241,690 was deferred under the 1999 Plan of which $133,450 was paid by issuing 355,861 shares of Common Stock at $0.375 per share. In 2004, elections were made to convert $93,500 of deferred compensation in to 476,500 shares under the plans for the years 2000 through 2004.

Option Grants in 2004 Fiscal Year

The following table sets forth information regarding grants of stock options to the executive officers listed in the Summary Compensation Table during 2004.

Name	Number of Securities Underlying Options Granted	Percent of Total Options Granted to Employees in Fiscal Year		Exercise Price		Expiration Date
Paul K. Willmott	2,250,000	23.1	%	$	0.29	06/02/2014
Richard A. Van Horn	1,500,000	15.4	%	$	0.29	06/02/2014
Mark S. Pelizza	1,500,000	15.4	%	$	0.29	06/02/2014
Thomas H. Ehrlich	1,500,000	15.4	%	$	0.29	06/02/2014

The foregoing stock option grants will remain effective provided that the stockholders of the Company at the Annual Meeting of Stockholders to be held on June 1, 2005, approve a proposal to increase the number of shares of the Company's Common Stock eligible for issuance under the Plan. If the Proposal is successful, the Company will record non-cash compensation expense for financial statement purposes in an amount equal to the difference between the grant price and the fair market value of the Common Stock for the number of vested options on the date the Proposal is approved. On each subsequent vesting date, the Company will record additional non-cash compensation expense equal to the difference between the grant price and the fair market value of the Common Stock on the date the Proposal is approved. At a market price of $0.45 per share (the closing price on May 13, 2005), the amount of non-cash compensation expense to be recorded in 2005, 2006, 2007 and 2008 would be approximately, $418,000, $230,000, $230,000 and $202,000 respectively.

Aggregated Stock Option Exercises in 2004 Fiscal Year and 2004 Fiscal Year End Option Values

The following table sets forth information with respect to each exercise of stock options during the fiscal year ended December 31, 2004 and the year-end value of unexercised options held by each of the executive officers named in the Summary Compensation Table.

				# of Securities Underlying Unexercised Options at Year End ($)(2)	Value of Unexercised In-The-Money Options at Fiscal Year End ($)(3)
Name	Shares Acquired on Exercise (#)	Value Realized ($)(1)
Name	Shares Acquired on Exercise (#)	Value Realized ($)(1)		Exercisable/Unexercisable	Exercisable/Unexercisable
Paul K. Willmott	514,565	$	310,972	1,266,901/1,853,904	$448,803/$806,489
Richard A. Van Horn	—		—	957,650/1,241,380	$392,334/$540,000
Mark S. Pelizza	—		—	817,080/1,241,300	$409,240/$540,000
Thomas H. Ehrlich	—		—	876,080/1,241,380	$402,927/$540,000

(1): Calculated by subtracting actual option price from market price at respective dates of exercise and multiplying the difference by the number of shares in each category.
(2): The total number of unexercised options held as of December 31, 2004, separated between those options that were exercisable and those options that were not exercisable.
(3): Calculated by subtracting the actual option exercise price from the market price at respective dates of exercise and multiplying the difference by the number of shares in each category.

Director Compensation

On June 2, 2004 the Company adopted the 2004 Directors' Stock Option Plan (the "2004 Directors' Plan"). Under the 2004 Directors' Plan, each non-employee director on the date the Plan was adopted was granted an option to purchase 300,000 shares of Common Stock. Each non-employee Director elected or appointed to the Board of Directors for the first time will be granted an option to purchase 100,000 shares of Common Stock and, each Non-Employee Director will be granted an option to purchase 100,000 shares either (a) upon his or her reelection at an annual meeting of the Company's stockholders or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year.

Mr. Erdahl and Mr. Ireland each holds options covering 300,000 shares under the 2004 Directors' Plan.

The 2004 Directors' Plan replaces a previous plan adopted in 1994 that expired in 2004. Under the previous plan, Mr. Erdahl holds options covering 6,000 shares; and Mr. Ireland holds options covering 26,000 shares. No new options may be granted under this Plan.

In addition, Messrs. Ireland and Erdahl each hold an option expiring on June 19, 2011 to purchase 100,000 shares of Common Stock at $0.22 per share. Those options were not granted under any plan.

Compensation for 2004 to the non-employee directors for January through May 2004, was earned at the rate of $3,000 per quarter plus $1,000 per meeting attended and from June to December 2004, was earned at a rate of $4,000 per quarter plus $1,200 per meeting attended. Beginning in June 2004, the Chairman of the Audit Committee earned compensation at the rate of $1,250 per quarter, and each non-employee director earned $600 for each meeting of the Audit Committee attended. The non-employee directors deferred a total of $54,000 in 2004 under the 2004 Deferred Compensation Plan, which represented all of their compensation for that year.

Compensation Agreements with Key Executives

In June 1997, the Company entered into Compensation Agreements with each of the then executive officers (all of the current officers other than Mr. Bartels) named in the compensation table that provide that in the event of a change in control, such will have certain rights and benefits for a period of thirty-six months (for the CEO) and twenty-four months (for the other officers) following such change in control. The agreements specify that the executive will continue to receive compensation and benefits for the remainder of the applicable period if we terminate the executive or if the executive terminates his employment following the occurrence of certain actions without the executive's consent. However, we are not obligated to provide such rights and benefits to the executive if the executive was terminated for cause.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2004 regarding equity compensation to the Company's employees, officers and directors under out stock option plans.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	3,340,09	$	1.23	755,980
Equity compensation plans not approved by security holders	14,006,185	$	0.38	8,412,000
Total	17,436,281	$	0.54	9,167,980

SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, as of March 31, 2005, information regarding persons known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock. Shown separately in the second table below is information regarding the beneficial ownership of our Common Stock by (i) each director, (ii) each of the executive officers, and (iii) all directors and executive officers as a group.

Principal Stockholders

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
Zesiger Capital Group, LLC 320 Park Avenue, 30th Floor New York, NY 10022	44,188,153	(3)	32.8	%
Rudolf J. Mueller c/o The Winchester Group, Inc. 153 East 53^rd Street, Suite 5101 New York, NY 10022	12,087,328	(4)	9.0	%
William D. Witter One Citicorp Center 153 East 53^rd Street New York, NY 10022	13,955,179		10.4	%

(1): Each person has sole voting and investment power with respect to the shares listed, unless otherwise indicated. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power.
(2): The shares owned by each person, and the shares included in the total number of shares outstanding, have been adjusted, and the percentages owned have been computed, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. Shares subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person.
(3): Includes [44,188,153] shares as to which Zesiger Capital Group, LLC ("ZCG") holds dispositive power and 23,345,468 shares as to which they hold voting power for shares that are owned by their investment advisory clients. ZCG disclaims beneficial ownership of all of these shares.
(4): Includes (i) 78,300 shares owned by members of Mr. Mueller's family in which Mr. Mueller shares voting and dispositive power. Mr. Mueller disclaims beneficial ownership of such shares.

Directors and Executive Officers

Name of Beneficial Owner	Amount/Nature of Beneficial Ownership(1)		Percent of Class(2)
Paul K. Willmott	4,150,746	(1)	2.9	%
Leland O. Erdahl	653,003	(2)	0.5	%
George R. Ireland	656,923	(3)	0.5	%
Richard A. Van Horn	1,475,953	(4)	1.0	%
Mark S. Pelizza	1,088,601	(5)	0.8	%
Thomas H. Ehrlich	1,295,039	(6)	0.9	%
Craig S. Bartels	526,406	(7)	0.4	%
All executive officers and directors As a group (7 persons)	9,846,671	(8)	6.7	%

(1): Includes 3,592,918 shares that may be obtained by Mr. Willmott through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 1,853,984 shares that may be obtained by Mr. Willmott through the exercise of stock options exercisable more than 60 days from the date hereof.
(2): Includes 143,450 shares that may be obtained by Mr. Erdahl through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 300,800 shares that may be obtained by Mr. Erdahl through the exercise of stock options exercisable more than 60 days from the date hereof.
(3): Includes 586,200 shares that may be obtained by Mr. Ireland through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 300,800 shares that may be obtained by Mr. Ireland through the exercise of stock options exercisable more than 60 days from the date hereof.
(4): Includes 1,422,620 shares that may be obtained by Mr. Van Horn through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 1,241,380 shares that may be obtained by Mr. Van Horn through the exercise of stock options exercisable more than 60 days from the date hereof.
(5): Includes 817,080 shares that may be obtained by Mr. Pelizza through the exercise of stock options that are currently exercisable or will become exercisable within 60 days. Does not include 1,241,380 shares that may be obtained by Mr. Pelizza through the exercise of stock options exercisable more than 60 days from the date hereof.
(6): Includes 1,262,639 shares that may be obtained by Mr. Ehrlich through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 1,241,380 shares that may be obtained by Mr. Ehrlich through the exercise of stock options exercisable more than 60 days from the date hereof.
(7): Includes 500,000 shares that may be obtained by Mr. Bartels through the exercise of stock options that are currently exercisable or will become exercisable within 60 days. Does not include 1,500,000 shares that may be obtained by Mr. Bartels through the exercise of stock options exercisable more than 60 days from the date hereof.
(8): Includes 8,324,907 shares that may be obtained through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 7,679,724 shares that may be obtained through the exercise of stock options exercisable more than 60 days from the date hereof.

DESCRIPTION OF CAPITAL STOCK

Common Stock

The Company's authorized capital stock consists of 200,000,000 shares of Common Stock, par value $0.001 per share. As of March 31, 2005, 134,732,263 shares of Common Stock were issued and outstanding, all of which are fully paid and non-assessable. There are no preemptive, subscription, conversion or redemption rights pertaining to the Company's Common Stock. The absence of preemptive rights could result in a dilution of the interest of existing stockholders should additional shares of Common Stock be issued. Holders of the Company's Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of assets legally available therefor and to share ratably in the assets of the Company upon liquidation.

Each share of Common Stock is entitled to one vote for all purposes and cumulative voting is not permitted in the election of directors. Accordingly, the holders of more than fifty percent of all of the outstanding shares of Common Stock can elect all of the directors. Matters to be voted upon by the holders of Common Stock require the affirmative vote of a majority of the shares present at the stockholders meeting.

Transfer Agent and Registrar

Computershare Trust Company of Canada, Vancouver, British Columbia is the transfer agent and registrar for the Common Stock.

SELLING STOCKHOLDERS

The following table sets forth, as of May , 2005, the name of each of the Selling Stockholders, the nature of his, her or its position, office, or other material relationship to the Company or its subsidiaries within the most recent past three years, and the number of shares of Common Stock which each such Selling Stockholder owned of record as of the date of this Prospectus. The table also sets forth the number of shares of Common Stock owned by each Selling Stockholder that are offered for sale by this Prospectus and the number and percentage of shares of Common Stock to be held by each such Selling Stockholder assuming the sale of all the shares offered hereby. The Company may supplement this Prospectus from time to time to disclose the names, relationships to the Company and holding of shares of additional Selling Stockholders. No statement contained herein nor the delivery of this Prospectus in connection with a sale by any Selling Stockholder shall be deemed an admission by the Company or such Selling Stockholder that such Selling Stockholder is in a control relationship with the Company within the meaning of Securities Act. [Table will be updated prior to effective date of this post-effective amendment.]

Name and Relationship To Company if any(1)	Number of Shares of Common Stock Owned as of May , 2005		Maximum Number of Shares to be Sold Pursuant to this Offering	Number of Shares of Common Stock to be Held Assuming Sale of all the Shares Offered Hereby	Percentage of Common Stock to be Held Assuming Sale of all the Shares Offered Hereby
Paul K. Willmott(2)(3)	3,577,748	(4)	42,538	3,535,210	2.6	%
Richard A. Van Horn(2)	1,298,953	(5)	53,333	1,245,620	0.9	%
Thomas H. Ehrlich(2)	1,129,414	(6)	30,000	1,099,414	0.8	%
Mark S. Pelizza(2)	963,601	(7)	26,922	936,679	0.7	%
Leland O. Erdahl(3)	562,303	(8)	421,573	140,730	0.1	%
George R. Ireland(3)	577,723	(9)	31,573	546,150	0.4	%
Rudolf J. Mueller(3)	13,908,728	(10)	8,022,028	3,475,000	2.6	%

Dean Witter III, Executor of the Estate of William D. Witter	10,618,950	(11)	10,618,950	0
Arnold Spellun	5,440,716	(12)	5,440,716	0
Robert M. Manning	3,655,450	(13)	3,655,450	0
Robert M. Manning IRA	402,600		390,000	12,600	*
Robert M. Manning and Yasmina S. Manning Jt. Ten.	583,333		583,333	0
Steven Manning	741,750		487,500	254,250	0.2	%
Michael R. Manning and Daniela Manning Trustees 2001 Revocable Trust U/A/D 10/29/01	771,750		487,500	284,250	0.2	%
Vanessa E. King	312,500		312,500	0
Victor Alexander King	312,500		312,500	0
Central Bank and Trust Co., Trustee of the John C. Mull IRA	4,661,416	(14)	4,661,416	0
Central Bank and Trust Co., Trustee of the M. Jeanette Mull IRA	466,667		466,667	0
Howard C. Landis	4,726,250	(15)	4,726,250	0
Murdock Capital Partners Corp.	750,000	(16)	750,000	0
Dana A. Weiss	1,454,000	(17)	641,500	812,500	0.6	%
Miles Peet Trust, 09/27/99	333,333		333,333	0
Penfield Partners, L.P.	4,040,729		4,040,729	0
Jeffrey Schuss IRA	600,000		600,000	0
Albert J. Meyer	300,000		300,000	0
David K. Schafer	1,159,000		1,159,000	0
James H. Furneaux, IRA	865,000		865,000	0
James H. Furneaux	367,500		367,500	0
Feirstein Partners LP	1,151,200		1,000,000	151,200	0.1	%
John Moore and Sheila Moore	525,000	(18)	525,000	0
Harvey Gelfenbein	437,500	(19)	437,500	0
Arcturus Investments LLC	581,666		581,666	0
Everett G. and Deborah D. Agee	483,333	(20)	483,333	0
Stanley M. Hochhauser	539,966		289,966	250,000	0.2	%
John Wright	250,000		250,000	0
Alfred C. and Sandra J. Chidester	113,100		113,100	0
Tracy M. Couch	10,000		10,000	0
Kimberly J. Chidester	10,000		10,000	0
Alfred C. Chidester, trustee of the James Alfred Chidester Irrevocable Trust u/i/d 9/20/99	10,000		10,000	0
Thomas H. Maxfield	40,000		40,000	0
Jarrold R. Bachmann	183,100		183,100	0
GBH Management Retirement Fund	166,666		166,666	0
Hans H. Kahn	100,000		100,000	0
William D. Jones	333,333		333,333	0
Jordan S. Press	105,500		100,000	5,500	*

Fred Obser	234,100	200,000	34,100	*
Jeffrey A. Leerink	266,666	266,666	0
Pinnacle Equity Fund LP	266,666	266,666	0
The Beechwood Place LLC	266,666	266,666	0
Betty Jane Schuss Trust	666,666	666,666	0
TGRA Enterprise Fund NV	480,000	480,000	0
TGRA Enterprise Fund LP	520,000	520,000	0
Bank Julius Baer & Co. Ltd.	666,666	666,666	0
William Morris Sheriff	170,000	170,000	0
Arbor Partners LP	1,049,055	1,049,055	0
WPG Opportunistic Value Fund LP	2,799,563	2,799,563	0
WPG Opportunistic Value Overseas Fund LP	2,818,062	2,818,062	0
Albert L. Zesiger	1,914,000	1,914,000	0
A. Carey Zesiger	372,500	372,500	0
Alexa Zesiger Carver	372,500	372,500	0
Asphalt Green Inc.	916,000	916,000	0
Helen Hunt	1,114,000	1,114,000	0
Barrie Ramsay Zesiger	2,040,625	2,040,625	0
David Zesiger	372,500	372,500	0
Francois deMenil	600,000	600,000	0
Dean Witter Foundation	833,000	833,000	0
Donald and Dan-Thahn Devivo	129,500	129,500	0
HBL Charitable Trust	948,000	948,000	0
James F. Cleary	162,000	162,000	0
John J. and Catherine H. Kayola	65,000	65,000	0
Jeanne L. Morency	895,500	895,500	0
Psychology Associates	435,500	435,500	0
Lazar Foundation	921,000	921,000	0
Estate of Andrew Heiskell	1,258,000	1,258,000	0
Peter Looram	682,000	682,000	0
Murray Capital LLC	1,272,621	1,272,621	0
Meehan Foundation	1,552,000	1,552,000	0
The Meehan Investment Partnership I, LP	250,000	250,000	0
Mary I. Estabil	42,000	42,000	0
City of Milford Pension & Retirement Fund	3,581,000	3,581,000	0
Domenic J. Mizio	2,314,910	2,314,910	0
Morgan Trust of the Bahamas Ltd. as Trustee U/A/D 11/30/93	4,244,468	4,244,468	0
National Federation of Independent Business	3,957,000	3,957,000	0
Nicola Z. Mullen	372,500	372,500	0
Norwalk Employees Pension Plan	3,000,000	3,000,000	0

Public Employee Retirement System of Idaho	4,407,000	4,407,000
John Rowan	80,000	80,000
City of Stamford Fireman's Pension Fund	2,872,000	2,872,000
Susan Uris Halpern	2,272,500	2,272,500
Theeuwes Family Trust, Felix Theeuwes Trustee	1,308,000	1,308,000
Alan B. & Joanne K. Vidinsky Trust 1993	934,000	934,000
William B. Lazar	915,500	915,500
Wolfson Investment Partnership LP	615,000	615,000
Robert K. Winters	193,150	193,150
Geologic Resource Fund LP	666,666	666,666
Geologic Resource Fund, Ltd	2,666,666	2,666,666

*: Less than 0.1%
(1): Except as otherwise noted, none of the Selling Stockholders has any relationship with the Company other than as a stockholder.
(2): Executive Officer of the Company.
(3): Director of the Company; Mr. Mueller resigned from the Company's Board of Directors in October 2003.
(4): Includes 3,534,485 shares that may be obtained by Mr. Willmott through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 2,221,984 shares that may be obtained by Mr. Willmott through the exercise of stock options exercisable more than 60 days from the date hereof.
(5): Includes 1,245,620 shares that may be obtained by Mr. Van Horn through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 1,366,380 shares that may be obtained by Mr. Van Horn through the exercise of stock options exercisable more than 60 days from the date hereof.
(6): Includes 1,097,014 shares that may be obtained by Mr. Ehrlich through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 1,366,380 shares that may be obtained by Mr. Ehrlich through the exercise of stock options exercisable more than 60 days from the date hereof.
(7): Includes 692,080 shares that may be obtained by Mr. Pelizza through the exercise of stock options that are currently exercisable or will become exercisable within 60 days. Does not include 1,366,380 shares that may be obtained by Mr. Pelizza through the exercise of stock options exercisable more than 60 days from the date hereof.
(8): Includes 139,250 shares that may be obtained by Mr. Erdahl through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 301,000 shares that may be obtained by Mr. Erdahl through the exercise of stock options exercisable more than 60 days from the date hereof.

(9): Includes 507,000 shares that may be obtained by Mr. Ireland through the exercise of stock options and deferred compensation plans that are currently exercisable or will become exercisable within 60 days. Does not include 301,000 shares that may be obtained by Mr. Ireland through the exercise of stock options exercisable more than 60 days from the date hereof.
(10): Includes 1,125,000 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005 and 225,000 shares that may be obtained through the exercise of options under the Company's Deferred Compensation Plan.
(11): Includes 7,000,000 shares issued to William D. Witter and 3,618,950 shares issued to the Estate of William D. Witter.
(12): Includes 937,500 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(13): Includes 618,750 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(14): Includes 750,000 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(15): Includes 318,750 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(16): Includes 750,000 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(17): Includes 375,000 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(18): Includes 225,000 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(19): Includes 187,500 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.
(20): Includes 150,000 shares obtainable at $0.12 per share pursuant to warrants that are exercisable through August 21, 2005.

PLAN OF DISTRIBUTION

The number of shares registered for resale and covered by this Prospectus is [ ] and represents [ ]% of the total outstanding shares of Common Stock after issuance of all shares of Common Stock issuable under the warrants registered hereunder. The shares may be sold from time to time by the Selling Stockholders or by pledgees, donees, transferees or other successors in interest. Such sales may be made in the over-the-counter market at prices and on terms then prevailing or in negotiated transactions.

Brokers may receive compensation in the form of customary brokerage commissions, discounts or concessions from Selling Stockholders in amounts to be negotiated in connection with sales pursuant hereto. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales and any such commission, discount or concession may be deemed to be underwriting discounts or commissions under the Securities Act.

All costs, expenses and fees in connection with the registration of the Securities will be borne by us. Commissions, discounts and transfer taxes, if any, attributable to the sales of the Securities will be borne by the Selling Stockholders. Certain of the Selling Stockholders have agreed to indemnify the

Company, all other prospective holders of the shares registered hereby or any underwriter, as the case may be, and any of the respective affiliates, directors, officers and controlling persons, against certain liabilities in connection with the offering of the shares pursuant to this Prospectus, including liabilities arising under the Securities Act. In addition, we have agreed to indemnify certain of the Selling Stockholders, all other prospective subsequent holders of their shares registered hereby or any underwriter, as the case may be, and any of their respective affiliates, directors, officers and controlling persons, against certain liabilities in connection with the offering of the shares pursuant to this Prospectus, including liabilities arising under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Selling Stockholders should be aware that the anti-manipulation provisions of Regulation M under the Securities Exchange Act of 1934 (the "Exchange Act")will apply to purchases and sales of shares of Common Stock by the Selling Stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock while such Selling Stockholders are distributing shares covered by this Prospectus. Accordingly, the Selling Stockholders are not permitted to cover short sales by purchasing shares while the distribution is taking place. The Selling Stockholders are advised that if a particular offer of Common Stock is to be made on terms constituting a material change from the information set forth above with respect to the Plan of Distribution, then to the extent required, a post-effective amendment to the accompanying registration statement must be filed with the Securities and Exchange Commission.

EXPERTS

The consolidated financial statements included in this Prospectus have been included in reliance on the report of Hein & Associates LLP, independent registered public accountants, given on the authority of said firm as experts in accounting and auditing.

The information regarding the Company's uranium reserves described in the Section entitled "OUR BUSINESS—Uranium Reserves/Mineralized Materials" is included in reliance on the Douglas Report submitted by Richard F. Douglas, Ph.D., independent geologist, given on the authority of Mr. Douglas as an expert in the field of geology.

VALIDITY OF THE COMMON STOCK

The validity of the Common Stock offered hereby was passed upon for the Company by Baker & Hostetler LLP, our legal counsel. Members of that firm currently beneficially own 183,100 shares of Uranium Resources Common Stock.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act and in accordance therewith files reports, proxy and information statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy and information statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: Northwest Atrium Center, 400 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 233 Broadway, New York, New York 10048. Copies of such material may be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

The Company has filed with the Commission a Registration Statement on Form SB-2 under the Securities Act, of which this Prospectus constitutes a part, with respect to the shares of Common Stock offered hereby. The Registration Statement, including exhibits and schedules thereto, may be obtained from the Commission's principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20459, upon payment of the fees prescribed by the Commission. Statements contained in this Prospectus as to the contents of any document referred to are not necessarily complete and in each instance reference is made to the copy of the appropriate document filed as an exhibit to, or incorporated by reference into, the Registration Statement, each statement being qualified in all respects by such reference.

In addition, the Commission maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the Commission. The Company is such a filer. The Commission web site address is (http://www.sec.gov). Investors may also contact the SEC's Public Reference Department at (800) SEC-0330.

GLOSSARY OF CERTAIN URANIUM INDUSTRY TERMS

claim		A claim is a tract of land, the right to mine of which is held under the federal General Mining Law of 1872 and applicable local laws.
concentrates		A product from a uranium mining and milling facility, which is commonly referred to as uranium concentrate or U₃O₈.
conversion		A process whereby uranium concentrates are converted into forms suitable for use as fuel in commercial nuclear reactors.
cut-off grade		Cut-off grade is determined by the following formula parameters: estimates over the relevant period of mining costs, ore treatment costs, general and administrative costs, refining costs, royalty expenses, process and refining recovery rates and uranium prices.
gross acres		Total acres under which we have mineral rights and can mine for uranium.
Indian Country		A term derived from jurisdictional determinations in criminal law enforcement proceedings under 18 U.S.C. § 1151 and understood to encompass territory situated within Indian reservations, land owned by Indian allottees and land within a dependent Indian community.
lixiviant		When used in connection with uranium in situ leach mining, a solution that is pumped into a permeable uranium ore body to dissolve uranium in order that a uranium solution can be pumped from production wells.
mineralized material		A mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade. Such a deposit does not qualify as a reserve, until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility.
net acres		Actual acres under lease which may differ from gross acres when fractional mineral interests are not leased.
ore		Naturally occurring material from which a mineral or minerals of economic value can be extracted at a reasonable profit.
over feeding		Operating enrichment plants in a manner that reduces plant operating costs but increases the amount of uranium required to produce a given quantity of enriched uranium.
probable reserves		Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
proven reserves		Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

reclamation		Reclamation involves the returning of the surface area of the mining and wellfield operating areas to a condition similar to pre-mining.
recoverable reserves		Reserves that are either proven or probable, are physically minable and can be profitably recovered under conditions specified at the time of the appraisal, based on a positive feasibility study. The calculation of minable reserves is adjusted for potential mining recovery and dilution.
reserve		That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.
restoration		Restoration involves returning an aquifer to a condition consistent with our pre-mining use and removing evidences of surface disturbance. The restoration of wellfield can be accomplished by flushing the ore zone with native ground water and/or using reverse osmosis to remove ions to provide clean water for reinjection to flush the ore zone.
resources		A resource is a concentration of naturally occurring minerals in such a form that economic extraction is potentially feasible.
roll front		The configuration of sedimentary uranium ore bodies as they appear within the host sand. A term that depicts an elongate uranium ore mass that is "C" shaped.
shut in		A term that refers to ceasing production or the absence of production.
shut-in royalty		A lease clause permitting the extension of a lease not held by production by payment of a per acre royalty.
slurry		Fine particles of uranium concentrated and suspended in water.
spot price		The price at which uranium may be purchased for delivery within one year.
surety obligations		A bond, letter of credit, or financial guarantee posted by a party in favor of a beneficiary to ensure the performance of its or another party's obligations, e.g., reclamation bonds, workers' compensation bond, or guarantees of debt instruments.
tailings		Waste material from a mineral processing mill after the metals and minerals of a commercial nature have been extracted; or that portion of the ore which remains after the valuable minerals have been extracted.
Trade Tech		A Denver-based publisher of information for the nuclear fuel industry; the successor to the information services business of Nuexco.
uranium or uranium concentrates		U₃O₈, or triuranium octoxide.
U₃O₈		Triuranium octoxide equivalent contained in uranium concentrates, referred to as uranium concentrate.
waste		Barren rock in a mine, or uranium in a rock formation that is too low in grade to be mined and milled at a profit.

URANIUM RESOURCES, INC. AND CONSOLIDATED SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements for the Period Ending March 31, 2005

Consolidated Balance Sheet

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Consolidated Financial Statements For The Years Ended December 31, 2004 and 2003

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Common Shareholders' Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

The accounts of the Company are maintained in United States dollars. All dollar amounts in the financial statements are stated in United States dollars except where indicated.

F-1

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEET

ASSETS

(UNAUDITED)

			March 31, 2005
Current assets:
	Cash and cash equivalents		$	659,377
	Receivables, net			27,719
	Uranium and materials/supplies inventory			200,350
	Prepaid and other current assets			151,720

		Total current assets		1,039,166

Property, plant and equipment, at cost:
	Uranium properties			46,371,097
	Other property, plant and equipment			279,621
	Less-accumulated depreciation, depletion and impairment			(41,747,644	)

		Net property, plant and equipment		4,903,074
Other assets				396,256
Long-term investment:
		Certificate of deposit, restricted		1,258,487

			$	7,596,983

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

F-2

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEET

LIABILITIES AND SHAREHOLDERS' EQUITY

(UNAUDITED)

			March 31, 2005
Current liabilities:
	Accounts payable		$	707,085
	Notes payable, stockholder			600,000
	Current portion of restoration reserve			1,071,602
	Accrued interest and other accrued liabilities			356,260
	Current portion of long-term debt			135,000

		Total current liabilities		2,869,947

Other long-term liabilities and deferred credits				3,608,045
Deferred income taxes				14,000
Long-term debt, less current portion				450,000
Commitments and contingencies (Notes 1, 2 and 3)
Shareholders' equity:
	Common stock, $.001 par value, shares authorized: 200,000,000; shares issued and outstanding (net of treasury shares): 2005—134,732,263; 2004—134,507,263			134,885
	Paid-in capital			60,575,769
	Accumulated deficit			(60,046,245	)
	Less: Treasury stock (152,500 shares), at cost			(9,418	)

		Total shareholders' equity		654,991

			$	7,596,983

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

F-3

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

				Three Months Ended March 31,
				2005			2004
Revenues:
	Uranium sales—			$	1,706,461		$	—

			Total revenue		1,706,461			0
Costs and expenses:
	Cost of uranium sales—
		Royalties and commissions			115,091			—
		Operating expenses			649,507			190,051
		Accretion/amortization of restoration reserve			75,098			122,778
		Depreciation and depletion			290,499			5,979

			Total cost of uranium sales		1,130,195			318,808

	Earnings (loss) from operations before corporate expenses				576,266			(318,808	)
	Corporate expenses—
		General and administrative			519,310			324,504
		Depreciation			4,109			724

			Total corporate expenses		523,419			325,228

Earnings (loss) from operations					52,847			(644,036	)
Other income (expense):
	Interest expense				(2,497	)		(2,019	)
	Interest and other income, net				20,227			52,104

Net earnings (loss) before income taxes					70,577			(593,951	)
Deferred income tax expense					14,000			—

	Net earnings (loss)			$	56,577		$	(593,951	)

Net earnings (loss) per common share:
	Basic			$	0.00		$	(0.01	)

	Diluted			$	0.00		$	(0.01	)

Weighted average common shares and common equivalent shares per share date
	Basic				134,689,763			85,258,259

	Diluted				144,056,720			85,258,259

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

F-4

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

			Three Months Ended March 31,
			2005			2004
Net earnings (loss)			$	56,577		$	(593,951	)
Reconciliation of net earnings (loss) to cash provided by (used in) operations—
	Accretion/amortization of restoration reserve			75,098			122,778
	Depreciation and depletion			294,608			6,703
	Decrease in restoration and reclamation accrual			(239,346	)		—
	Deferred compensation			—			40,893
	Provision for deferred income taxes			14,000			—
	Other non-cash items, net			72,630			43,919
Effect of changes in operating working capital items—
	Decrease in receivables			341,775			25,250
	Increase in inventories			(114,879	)		(3,225	)
	Increase in prepaid and other current assets			(107,584	)		(131,707	)
	Increase in payables and accrued liabilities			362,150			88,015

Net cash provided by (used in) operations				755,029			(401,325	)
Investing activities:
	Increase in certificate of deposit, restricted			(26,420	)		(814	)
	Additions to property, plant and equipment—
		Kingsville Dome		(117,437	)		(59,955	)
		Rosita		(7,500	)		(10,233	)
		Vasquez		(688,263	)		(133,251	)
		Churchrock		(42,934	)		(18,639	)
		Crownpoint		(77,609	)		(17,265	)
		Other property		(4,355	)		(649	)

Net cash used in investing activities				(964,518	)		(240,806	)
Financing activities:
	Proceeds from borrowings			600,000			—
	Issuance of common stock, net			—			675,000

Net cash provided by financing activities				600,000			675,000

Net increase in cash and cash equivalents				390,511			32,869
Cash and cash equivalents, beginning of period				268,866			309,625

Cash and cash equivalents, end of period			$	659,377		$	342,494

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

F-5

Uranium Resources, Inc.
Notes to Consolidated Financial Statements
March 31, 2005 (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 2004 Annual Report on Form 10-KSB/A. 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, 2005 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2005.

2. DESCRIPTION OF BUSINESS

Since 1988, the company has produced about 6.1 million pounds of uranium from two South Texas properties, 3.5 million pounds from Kingsville Dome and 2.6 million pounds from Rosita. Additional mineralized uranium materials exist at Kingsville Dome. The Rosita property is essentially at the end of its productive capacity, although some minor mineralized uranium materials remain that may be produced. In 1999 the Company shut-in our production because of depressed uranium prices, and from the first quarter of 2000 until December 2004 it had no source of revenue and had to rely on equity infusions to remain in business. During that period the Company raised a total of approximately $6.5 million allowing it 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. Across this period, the Company performed ongoing restoration and reclamation at certain of our wellfields at Rosita and Kingsville Dome via an agreement with the State of Texas and our bonding company that allowed access to approximately $3.2 million that had been pledged to secure restoration bonds (the "Restoration Agreement").

Since 2000, the spot price for uranium has increased from $7.10 to $29.00 at May 9, 2005. In May 2004, the Company raised approximately $5.9 million by the sale of about 39.3 million shares of Common Stock at $0.15 per share and commenced the development and mining of our Vasquez property in South Texas. Wellfield injection commenced in October 2004, and we produced approximately 76,200 pounds of uranium in the fourth quarter of 2004 and sold 72,350 pounds in December 2004.

F-6

3. CONTRACT COMMITMENTS

Sales Contracts

The Company currently has two long-term contracts that call for deliveries of 617,650 pounds of uranium in 2005 and 600,000 pounds of uranium in each of the years 2006 through 2008. In February 2005, the Company renegotiated the pricing on one of the contracts. The Company expects to realize under these two contracts an average base price of $14.69 per pound for its 2005 deliveries and $13.13 per pound for its 2006 through 2008 deliveries, plus any escalations provided for in the contracts.

4. NOTES PAYABLE

Note Purchase Agreement

On March 28, 2005 the Company borrowed $600,000 pursuant to a Note Purchase Agreement dated March 24, 2005. The lenders are five (5) stockholders of the Company, each of whom may be considered an affiliate. The Notes are unsecured, mature on March 24, 2006 and bear interest at the rate of 10% per annum. The proceeds will be used to commence the new development plan for Vasquez and for general and administrative expenses.

5. STOCK BASED COMPENSATION

The Company has five stock option plans, the Employees' Stock Option Plan, the 1995 Stock Incentive Plan, the 2004 Stock Incentive Plan, the Directors' Stock Option Plan and the 2004 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 three months ended March 31, 2005 and 2004 would have been adjusted to the following pro forma amounts:

		Three Months Ended March 31,
		2005			2004
Net Earnings (Loss): As reported		$	56,577		$	(593,951	)
Pro forma stock based compensation costs under the fair value method, net of tax			(107,478	)		(5,239	)

Pro forma		$	(50,901	)	$	(599,190	)
Basic EPS:
	As reported	$	0.00		($	0.01	)
	Pro forma	$	0.00		($	0.01	)
Diluted EPS:
	As reported	$	0.00		($	0.01	)
	Pro forma	$	0.00		($	0.01	)

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. No options were granted in the three months ended March 31, 2005 and 2004.

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.

6. ASSET RETIREMENT OBLIGATIONS

As a result of adoption of 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

F-7

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. Under FAS 143 the present value of the restoration costs are recorded instead of the undiscounted amount.

The following table shows the change in the balance of the restoration and reclamation liability during the three months ended March 31, 2005 and 2004, respectively:

	Three Months Ended March 31,
	2005			2004
Reserve for future restoration and reclamation costs beginning of period	$	3,410,293		$	3,480,656
Additions		161,731			—
Costs incurred		(239,346	)		—
Accretion expense		50,091			122,778

Reserve for future restoration and reclamation costs at end of period	$	3,382,769		$	3,603,434

7. SHAREHOLDERS' EQUITY

Equity Infusion

In the first quarter of 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

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.

8. SUBSEQUENT EVENT

Equity Infusion

On May 13, 2005, the Company completed the sale of 3,333,333 shares of common stock, in a private placement at $0.45 per share, receiving cash of $1.5 million. The private placement was made to certain entities in which George R. Ireland, a director of the Company, is an affiliate. This funding will be used to continue to implement the Company's plans to increase the production rate at the Company's Vasquez property.

Long-term Uranium Sales Contracts

The Company currently has two long-term contracts that call for deliveries of 617,650 pounds of uranium in 2005 and 600,000 pounds of uranium in each of the years 2006 through 2008. As previously reported, in February 2005, we negotiated an increase in the sales price of one of the contracts. In May 2005, we negotiated an increase in the sales price for 2005 deliveries under our other long-term contract and agreed to deliver an additional 300,000 pounds in 2007 priced at the then current spot price on the date of delivery less a discount to reflect the increased price for 2005 deliveries. The Company expects to realize an average price of $16.85 per pound under these two contracts for its 2005 deliveries and $13.44 per pound for its 2006 through 2008 deliveries plus escalations provided for in the contracts.

F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Uranium Resources, Inc.
Lewisville, Texas

We have audited the consolidated balance sheets of Uranium Resources, Inc. as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in shareholders' equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uranium Resources, Inc. as of December 31, 2004 and 2003, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses due to depressed uranium prices and future working capital requirements are dependent on the Company's ability to generate profitable operations or raise additional capital. Should the Company not be able to generate profitable operations or raise additional capital, the Company may not be able to continue operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 1 to the financial statements, the Company adopted, effective January 1, 2003, Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

HEIN & ASSOCIATES LLP

Dallas, Texas
March 25, 2005

F-9

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

			December 31,
			2004			2003
Current assets:
	Cash and cash equivalents		$	268,866		$	309,625
	Receivables, net			369,494			25,250
	Uranium and materials/supplies inventory			45,151			65,397
	Prepaid and other current assets			108,799			13,371

		Total current assets		792,310			413,643

Property, plant and equipment, at cost:
	Uranium properties			45,456,483			41,788,721
	Other property, plant and equipment			276,271			254,960
	Less-accumulated depreciation, depletion and impairment			(41,424,883	)		(41,359,799	)

		Net property, plant and equipment		4,307,871			683,882
Other assets				259,532			—
Long-term investment:
	Certificate of deposit, restricted			1,232,067			401,120

			$	6,591,780		$	1,498,645

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

F-10

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

			December 31,
			2004			2003
Current liabilities:
	Accounts payable		$	505,591		$	107,136
	Current portion of restoration reserve			1,200,327			83,000
	Accrued interest and other accrued liabilities			195,604			108,358
	Current portion of long-term debt			135,000			—

		Total current liabilities		2,036,522			298,494

Other long-term liabilities and deferred credits				3,551,844			4,680,943
Long-term debt, less current portion				450,000			585,000
Commitments and contingencies (Notes 1, 2, 3, 4,5, and 11)
Shareholders' equity (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—134,507,263; 2003—81,824,193			134,660			81,977
	Paid-in capital			60,530,994			53,211,487
	Accumulated deficit			(60,102,822	)		(57,349,838	)
	Less: Treasury stock (152,500 shares), at cost			(9,418	)		(9,418	)

		Total shareholders' equity (deficit)		553,414			(4,065,792	)

			$	6,591,780		$	1,498,645

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

F-11

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

				Year Ended December 31,
				2004			2003
Revenues:
	Uranium sales—			$	1,009,283		$	—

			Total revenue		1,009,283			0
Costs and expenses:
	Cost of uranium sales—
		Royalties and commissions			67,956			—
		Operating expenses			1,194,938			461,992
		Provision (credit) for restoration and reclamation costs			—			(32,269	)
		Accretion/amortization of restoration reserve			241,810			338,242
		Depreciation and depletion			263,380			29,299
		Writedown of uranium properties and other uranium assets			46,188			340,287

			Total cost of uranium sales		1,814,272			1,137,551

	Loss from operations before corporate expenses				(804,989	)		(1,137,551	)
	Corporate expenses—
		General and administrative			1,999,394			879,755
		Depreciation			7,033			3,949

			Total corporate expenses		2,006,427			883,704

Loss from operations					(2,811,416	)		(2,021,255	)
Other income (expense):
	Interest expense				(8,122	)		(17,359	)
	Interest and other income, net				66,554			261,673

Loss before accounting change					(2,752,984	)		(1,776,941	)
Cumulative effect of accounting change, net of tax					—			1,447,070

Net loss				$	(2,752,984	)	$	(329,871	)
Loss before accounting change per common share:
	Basic			$	(0.02	)	$	(0.02	)
	Diluted			$	(0.02	)	$	(0.02	)
Cumulative effect of accounting change per common share:
	Basic				—		$	0.02
	Diluted				—		$	0.02
Net loss per common share:
	Basic			$	(0.02	)	$	(0.00	)

	Diluted			$	(0.02	)	$	(0.00	)

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

F-12

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

		Common Stock
		Common Stock			Paid-In Capital		Accumulated Deficit			Treasury Stock
		Shares	Amount		Paid-In Capital		Accumulated Deficit			Treasury Stock
Balances, December 31, 2002		69,329,193	$	69,482	$	52,642,982	$	(57,019,967	)	$	(9,418	)

	Net loss	—		—		—		(329,871	)		—
	Common stock issuance	12,495,000		12,495		568,505		—			—

Balances, December 31, 2003		81,824,193	$	81,977	$	53,211,487	$	(57,349,838	)	$	(9,418	)

	Net loss	—		—		—		(2,752,984	)		—
	Common stock issuance	52,206,570		52,206		7,224,634		—			—
	Common stock issued for deferred compensation	476,500		477		94,823		—			—

Balances, December 31, 2004		134,507,263	$	134,660	$	60,530,994	$	(60,102,822	)	$	(9,418	)

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

F-13

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended December 31,
			2004			2003
Cash flows from operations:
	Net loss		$	(2,752,984	)	$	(329,871	)
	Reconciliation of net loss to cash used in operations—
		Provision (credit) for restoration and reclamation costs		—			(32,269	)
		Cumulative effect of accounting change		—			(1,447,070	)
		Accretion/amortization of restoration reserve		241,810			338,242
		Depreciation and depletion		270,413			33,248
		Writedown of uranium properties and other assets		46,188			340,287
		Decrease in restoration and reclamation accrual		(571,705	)		—
		Deferred compensation		181,888			133,911
		Other non-cash items, net		226,253			134,778
Effect of changes in operating working capital items—
	Increase in receivables			(344,244	)		(25,250	)
	(Increase) decrease in inventories			(19,644	)		2,076
	(Increase) decrease in prepaid and other current assets			(272,765	)		(124,629	)
	Increase (decrease) in payables and accrued liabilities			453,666			(975,401	)

Net cash used in operations				(2,541,124	)		(1,951,948	)
Investing activities:
	(Increase) decrease in certificate of deposit, restricted			(830,947	)		996,395
	Additions to property, plant and equipment—
		Kingsville Dome		(905,001	)		(79,172	)
		Rosita		(43,448	)		(37,962	)
		Vasquez		(2,724,312	)		(162,865	)
		Churchrock		(124,037	)		(21,612	)
		Crownpoint		(61,157	)		(26,996	)
		Other property		(87,573	)		(12,684	)

Net cash provided by (used in) investing activities				(4,776,475	)		655,104
Financing activities:
	Issuance of Common Stock, net			7,276,840			581,000

Net cash provided by financing activities				7,276,840			581,000

Net increase (decrease) in cash and cash equivalents				(40,759	)		(715,844	)
Cash and cash equivalents, beginning of year				309,625			1,025,469

Cash and cash equivalents, end of year			$	268,866		$	309,625

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

F-14

URANIUM RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Description of Company

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of Uranium Resources, Inc. ("URI") and its wholly owned subsidiaries (collectively "the Company"). All significant intercompany transactions have been eliminated in consolidation.

URI was formed in 1977 and domesticated in Delaware in 1987. The Company is primarily engaged in the business of acquiring, exploring, developing and mining uranium properties, using the in situ leach ("ISL") or solution mining process. Historically, the primary customers of the Company have been major utilities who utilize nuclear power to generate electricity. The Company has been, in the past, involved in a number of significant ISL uranium mining joint venture arrangements and has also provided consulting, plant design and construction expertise to other companies. At present the Company owns production and development properties in South Texas and development properties in New Mexico. The Company resumed uranium production in the fourth quarter of 2004 through the start-up of operations at its Vasquez project. Prior to such operations, the Company had been in production stand-by since the first quarter of 1999 at its Kingsville Dome and Rosita projects. Groundwater restoration activities have been conducted and are currently ongoing at both Kingsville Dome and Rosita.

Inventories

Uranium and materials and supplies inventory each of the Company's projects are valued at the lower of average cost or market.

Property, Plant and Equipment

		Property, Plant and Equipment Balances (net) At December 31,
		2004		2003
Uranium plant		$	1,873,000	$	561,000
Uranium wellfield development			1,670,000		—
Permits and licenses			284,000		—
Mineral rights			274,000		53,000
Other			207,000		70,000

	Total	$	4,308,000	$	684,000

Uranium Properties

Capitalization of Development Costs. All acquisition and development costs (including financing, salary and related overhead costs) incurred in connection with the various uranium properties are capitalized. Exploration and evaluation costs associated with uranium properties are expensed as incurred until such time that the existence of a commercially minable uranium deposit is confirmed. All properties with significant acquisition or incurred costs are evaluated for their realizability on a property-by-property basis. Any impairment of such costs is recognized through a reduction in the net carrying value of the asset. (See Note 3—"Uranium Properties—Property Realizability").

F-15

Depreciation and Depletion. Depletion of uranium mineral interests, permits, licenses and related development costs are computed on a property-by-property basis using the units-of-production method based on each projects pounds of recoverable uranium as estimated periodically by the Company's geologists and engineers. Depreciation and depletion is provided on the investment costs, net of salvage value, of the various uranium properties' production plants and related equipment using the estimated production life of the uranium reserves. During the periods that our facilities are not in production, depletion on our mineral interests, permits, licenses and development properties are ceased. Depreciation and depletion of our plant facilities, machinery and equipment continues, at significantly reduced amounts, in accordance with the level of stand-by activity being conducted at each site. Other ancillary plant equipment and vehicles are depreciated using a straight line method based upon the estimated useful lives of the assets.

Other Property

Other property consists of corporate office equipment, furniture and fixtures and transportation equipment. Depreciation on other property is computed based upon the estimated useful lives of the assets. Repairs and maintenance costs are expensed as incurred. Gain or loss on disposal of such assets is recorded as other income or expense as such assets are disposed.

Capitalization of Interest

The Company capitalizes interest cost with respect to properties undergoing exploration or development activities that are not subject to depreciation or depletion. The average interest rate on outstanding borrowings during the period is used in calculating the amount of interest to be capitalized. No interest was capitalized in the twelve months ended December 31, 2004 and 2003. Total interest costs in these periods were $8,000 and $17,000, respectively.

Restoration and Reclamation Costs

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality to the pre-existing mine area average quality. Accruals for the estimated future cost of restoration and reclamation are made on a per-pound basis as part of production costs, or when it is determined by an engineering study that an adjustment to the accrual is required. During the years ended December 31, 2004 and 2003 the Company adjusted its accrual for restoration and reclamation costs by $318,000 and $(32,000), respectively, as a result of revisions to the Company's estimates for future restoration and reclamation activities.

The Company has obtained financial surety relating to certain of its future restoration and reclamation obligations as required by the State of Texas regulatory agencies. The Company has had a combination of bank Letters of Credit (the "L/C's) and performance bonds issued for the benefit of the Company to satisfy such regulatory requirements. The L/C's were issued by Bank of America and the performance bonds have been issued by United States Fidelity and Guaranty Company ("USF&G"). The amount of L/C's issued was $897,000 and $0 at December 31, 2004 and 2003, respectively and the L/C's are collateralized in their entirety by certificates of deposit. The amount of performance bonds issued was $2,835,000 on December 31, 2004 and 2003 and USF&G has required that the Company deposit funds collateralizing a portion of the bonds. The amount of bonding issued by USF&G exceeded the amount of collateral by $2,500,000 and $2,434,000 at December 31, 2004 and 2003. In the event that either provider are required to perform under their financial surety or the financial surety is called by the state agencies, the Company would be obligated to pay any expenditures in excess of the collateral.

F-16

Revenue Recognition for Certain Uranium Sales

The Company delivers uranium to its customers at third-party conversion facilities. The third-party converters warehouse our uranium and transfer title to our customers via book transfer upon instructions supplied by the Company. The Company recognizes revenue from the sale of uranium when title to the uranium transfers and delivery is completed through such book transfer.

Earnings Per Share

Net earnings (loss) per common share—basic has been calculated based on the weighted average shares outstanding during the year and net earnings (loss) per common share—diluted has been calculated assuming the exercise or conversion of all dilutive securities. Due to net losses incurred for the two years presented there were no dilutive securities included in any of these years.

The weighted average number of shares used to calculate basic and diluted loss per share was 114,901,282 and 72,774,000 in 2004 and 2003, respectively. The potential Common Stock that was excluded from the calculation of diluted earnings per share was 9,758,763 and 12,711,162 in 2004 and 2003, respectively.

Unamortized Debt Issuance Costs

Debt discount and related expenses arising from the issuance of debt securities are amortized by the effective interest method.

Consolidated Statements of Cash Flows

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Additional disclosures of cash flow information follow:

		Year Ended December 31,
		2004		2003
Cash paid during the period for:
	Interest	$	0	$	9,000
A non-cash transaction occurred in 2004 and such transaction is summarized as follows:
The Company issued 476,500 shares of Common Stock in satisfaction of the conversion of deferred compensation by a Director of the Company.		$	95,300

Restricted Cash

At December 31, 2004 and 2003, the Company had pledged certificates of deposit of $1,232,000 and $401,000, respectively, in order to collateralize financial surety required for future restoration and reclamation obligations related to the Company's South Texas production and development properties. These funds are not readily available to the Company and are not included in cash equivalents. During 2003, the Company received funding secured by these assets of approximately $54,000 to conduct restoration activities in South Texas. In 2003, the collateral and the corresponding accrued liability was reduced by approximately $997,000.

F-17

Stock-Based Compensation

In accordance with the Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, the Company has elected to apply the provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and related interpretations, in accounting for its stock-based compensation plans. Under APB No. 25, compensation is measured as the excess, if any, of the quoted market price of the Company's Common Stock over its acquisition price at the date of grant.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions. Such estimates and assumptions may 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Specifically regarding the Company's uranium properties, significant estimates were utilized in determining the carrying value of these assets and in the case of producing and development properties the pounds of uranium to be recovered. The actual values received from the disposition of these assets and the amount of uranium recovered from these projects may vary significantly from these estimates based upon market conditions, financing availability and other factors.

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

Risks and Uncertainties

Historically, the market for uranium has experienced significant price fluctuations. Prices are significantly impacted by global supply and demand, which is affected by the demand for nuclear power, political, and economic conditions, governmental legislation in uranium producing and consuming countries, and production levels and costs of production of other producing companies. Increases or decreases in prices received could have a significant impact on the Company's future results of operations.

The Company has outstanding bond obligations issued on its behalf by USF&G at December 31, 2004 and 2003. The Company has deposited funds collateralizing a portion of these bonds. In the event that USF&G is required to perform under the bonds or the bonds are called by the state agencies, the Company would be obligated to pay USF&G for its expenditures in excess of the collateral. See "Summary of Significant Accounting Policies—Restoration and Reclamation Costs" for further discussion.

Impact of Recent Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs," which amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing." SFAS No. 151 clarifies the accounting for abnormal

F-18

amounts of idle facility expense, freight, handling costs, and wasted material ("spoilage") and requires such costs to be recognized as current-period charges. Additionally, SFAS No. 151 requires that allocation of fixed production overhead costs be based on normal capacity. The Statement is effective for years beginning after June 15, 2005, with early adoption permitted. Implementation of the Statement is not expected to have a significant effect on the Company's financial statements.

In December 2002, the FASB issued FAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement 123, ("FAS 148"). FAS 148 amends FAS 123 to provide alternative transition methods for an entity's voluntary change in their accounting for stock-based compensation from the intrinsic method to the fair value method under FAS 123. In addition, FAS No. 148 amends the disclosure requirements of FAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company currently plans to continue to account for its stock-based compensation using the intrinsic value method as prescribed by APB No. 25 and will comply with the quarterly disclosure requirements in 2005.

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 recorded them to expense because the associated properties have been fully impaired. 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 Consolidated Statement of Operations as a cumulative effect of change in accounting principle. The estimated accretion expense for the change in the present value of the estimated liability recorded for 2004 was ($183,667).

F-19

The following table shows the change in the balance of the restoration and reclamation liability during the year ended December 31, 2004 and 2003:

	Year Ended December 31
	2004			2003
Reserve for future restoration and reclamation costs at January 1, 2004	$	3,480,656		$	3,174,683
Additions		317,675			(32,369	)
Costs incurred		(571,705	)		—
Accretion expense		183,667			338,242

Reserve for future restoration and reclamation costs at December 31, 2004	$	3,410,293		$	3,480,656

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. In 1999 and the first quarter of 2000 the Company monetized all of its remaining long-term uranium sales contracts and sold certain of its property and equipment to maintain a positive cash position. During 2002 and 2003, the Company sought to raise funds to permit it to continue operations until such time uranium prices increased to a level that permitted the Company to resume mining operations.

In July 2002, April 2003 and October 2003 the Company completed three private placements raising an aggregate of $2,429,000 ($2,364,000 net of the costs of the offering), $175,000 and $406,000, respectively through the issuance of 20,336,915, 4,375,000 and 8,120,000 shares of Common Stock, respectively. In January and February, 2004 we received $675,000 of temporary interim funding from investors by issuing 6,750,000 shares of Common Stock at $0.10 per share. The funds raised in the private placements were used to fund the non-restoration overhead costs of the Company. The completion of the private placements resulted in a significant dilution of the current stockholders' equity in the Company.

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 on 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.

Since 2000, the market price of uranium has risen steadily, with the average price increasing from $8.15 per pound in 2000 to $18.26 in 2004. The spot price of uranium at March 14, 2005 was $21.75 per pound and the long-term contract price was $27.00 per pound. With these increases in uranium prices, the Company signed a long-term uranium delivery contract in 2003 and another in 2004 and in May 2004 was able to raise $5,898,000 in gross proceeds in a private placement by issuing 39,317,005 shares of Common Stock at $0.15 per share. The proceeds from this offering enabled the Company to, among other things resume production activities by starting up its Vasquez project. Production of uranium at the Vasquez project commenced in the fourth quarter of 2004.

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Should the Company be unable to achieve profitable operations or raise additional capital to bring on new uranium projects, it may not be able to continue operations. The accompanying financial statements do not purport to reflect or provide for the consequences of discontinuing operations. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to liabilities, the amount that may be allowed for claims and contingencies, or the status and priority thereof; (c) as to shareholder accounts, the effect of any changes that may be made in the capitalization of the Company; and (d) as to operations, the effect of any changes that may be made in its business. These factors raise substantial doubt concerning the ability of the Company to continue as a going concern.

3. URANIUM PROPERTIES

Property Realizability

The Company's potential illiquidity in recent years necessitated a reevaluation of the Company's method of valuing its uranium properties for accounting purposes. Prior to the fourth quarter of 1999, the Company had valued its uranium properties on a held for production basis, i.e., assuming that each property would be ultimately placed into production. During the period of the Company's potential illiquidity, the Company determined that the liquidation value of the physical assets of each property best represented the fair market value of its long-term assets, and this valuation was used in determining the amount of impairment applicable to each of the Company's uranium properties. In 2004, the Company utilized the assumption that its uranium properties should be evaluated based upon their future production potential.

The Company applied the discounted cash flow method for valuing the properties, because it represented the most reasonable method available. Under this method, the Company reduced the carrying value of its uranium properties by $340,000 in 2003.

Vasquez Property

The Company holds a mineral lease on 872 gross and net acres located in southwestern Duval County, in South Texas.

On March 22, 2004, the lawsuit over the validity of these leases 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 attorney's fees. The leases provide for royalties based on uranium sales.

In May 2004, the Company raised $5,898,000 through the issuance of 39,317,005 shares of Common Stock at $0.15 per share. The proceeds from this offering enabled the Company to, among other things resume production activities by starting up the Vasquez project. Pre-production activities began in May 2004 resulting in the commencement of production of uranium at Vasquez in the fourth quarter of 2004. Cost of uranium sales in 2004 in the Consolidated Statements of Operations includes $167,000 of pre-production costs incurred to ready the facility for production.

The net carrying value of the property was approximately $2,477,000 at December 31, 2004. Such assets consisted of mineral rights, permits/licenses, wellfield development, plant buildings/uranium processing/drying facilities and restoration and other equipment of $91,000, $49,000, $1,670,000, $641,000 and $26,000 respectively in 2004. The net carrying value of the property was zero at December 31, 2003. The Company has recorded impairment provisions in the year ended December 31, 2003 of approximately $163,000 for the Vasquez property.

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Kingsville Dome Property

In 1981, the Company acquired an exploration property in South Texas, known as Kingsville Dome, from Exxon Corporation. After significant production in 1988-1990, the property was put on a standby basis because of low uranium spot prices and production ceased in September 1990.

Wellfield development activities began in December 1995 at Kingsville Dome, which lead to the resumption of production at the property in March 1996. The Company ceased uranium production operations in the first quarter of 1999 and the property was placed on standby.

Cost of uranium sales in 2004 and 2003 in the Consolidated Statements of Operations includes $334,000 and $239,000, respectively of costs incurred to maintain the facility while Kingsville Dome was on standby and not in production. At December 31, 2004, the Company believes that the property contains a significant amount of undeveloped mineralized uranium material. The Company is currently engaged in a public hearing regarding certain permitting issues involving this property. The Company has recorded impairment provisions in the years ended December 31, 2004 and 2003 of approximately $13,000 and $79,000, respectively, for the Kingsville Dome property. The net carrying value of the property was approximately $1,298,000 and $417,000 at December 31, 2004 and 2003 respectively. Such assets consisted of mineral rights, permits/licenses, plant buildings/uranium processing/drying facilities and restoration and other equipment of $127,000, $91,000, $1,056,000 and $24,000 respectively in 2004 and consisted of plant buildings, uranium processing and drying facilities of $378,000 and restoration and other equipment of $39,000, respectively in 2003.

Rosita Property

In late 1985, the Company acquired several lease holdings in a uranium prospect ("Rosita") in South Texas. Construction and development activities began in the first quarter of 1990 and were completed in September 1990 with production commencing immediately thereafter. The property was originally put on a standby basis and production ceased in March 1992.

Wellfield development activity began in early 1995 at Rosita, which lead to the resumption of production at the property in June 1995. The Company ceased uranium production operations in the first quarter of 1999 and the property was placed on standby.

Cost of uranium sales in 2004 and 2003 in the Consolidated Statements of Operations includes $105,000 and $234,000, respectively of costs incurred to maintain the facility while Rosita was on standby and not in production. The Company has recorded impairment provisions in the years ended December 31, 2004 and 2003 of approximately $34,000 and $38,000, respectively for the Rosita property. The net carrying value of the property at December 31, 2004 and 2003 was approximately $184,000 and $199,000, respectively. Such assets consisted of plant buildings and uranium processing equipment of $175,000 and $177,000 in 2004 and 2003 respectively and restoration and other equipment of $9,000 and $22,000 in 2004 and 2003 respectively.

Churchrock Properties

In December 1986, the Company acquired properties in the Churchrock region of New Mexico.

In September 1991, an additional 200 acres of leases were obtained in exchange for a future production royalty payment which, based upon the expected selling price of the uranium production, may vary between 5% and 10%.

Permitting activities are currently ongoing on both of these properties. The net carrying value of these properties was $124,000 at December 31, 2004 and zero at the end of 2003. The assets consisted of mineral rights and permitting/licensing at December 31, 2004. The Company has recorded

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impairment provisions in the year ended December 31, 2003 of approximately $22,000 for the Churchrock properties.

Crownpoint Property

In August 1988, the Company acquired the Crownpoint property, consisting of 163 acres of leases and related equipment and buildings for cash payments of $550,000, amounts payable in future years of $950,000 and a sliding scale overriding royalty on future production. The present value of the future payable amount, $407,054 at December 31, 1996, is recorded as a purchase money obligation. Additionally, also in 1988, the Company staked 321 acres of claims in the same area. We are currently in negotiations for a lease on a 60% mineral interest in certain of the acreage. The net carrying value of these properties was $122,000 and $61,000 at December 31, 2004 and 2003 and consisted primarily of mineral rights, permits/licenses and plant buildings and equipment. The Company has recorded impairment provisions in the year ended December 31, 2003 of approximately $27,000 for the Crownpoint properties.

West Largo and Roca Honda

In March 1997, the Company acquired the fee interest in 177,000 acres in northwestern New Mexico. Several significant occurrences of uranium mineralization are known to be within this acreage including the uranium mineralized properties called West Largo and Roca Honda. Significant uranium exploration was conducted by other companies on these properties in the past and we own the result of these past drilling and exploration programs.

The net carrying value of the property was $15,000 and zero at December 31, 2004 and 2003, respectively. The Company has recorded impairment provisions in the year ended December 31, 2003 of approximately $12,000 for these properties.

4. CONTRACT COMMITMENTS

Sales Contracts

Long-term contracts have historically been the primary source of revenue to the Company.

In August 2003, we signed a sales contract to deliver approximately 300,000 pounds of uranium annually for the years 2005-2008. In January 2004, we signed a second uranium supply contract to deliver approximately 300,000 pounds annually for the years 2005-2008.

In 2004, the Company amended one of the sales contracts to accelerate a portion of the 2005 deliveries into 2004 to provide cash flow from its uranium inventory. During the fourth quarter of 2004, the Company sold approximately 72,000 pounds of uranium and generated approximately $1 million in revenue from these sales.

The Company must continue to secure new profitable uranium sales contracts in order for it to continue in existence. Demonstrated profitability under such new contracts will form the basis for the Company to be able to secure the requisite financing/equity infusion to resume production at its other South Texas and New Mexico projects. The profitability under such new contracts will depend on a number of factors including the cost of producing uranium at the Company's mining properties, the Company's ability to produce uranium to meet its sales commitments and the market price of uranium.

5. LONG-TERM DEBT

Convertible Note

In 2000, the Company issued a $135,000 Convertible Note due July 17, 2005 in settlement of certain outstanding claims. Interest on the Convertible Note is due at maturity and the Note bears

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interest at a rate of 6% per annum. The Company may prepay the Note at any time and the holder of the Note may convert all principal and accrued interest into shares of the Company's Common Stock at a conversion price of $0.75 per share.

Summary of Long-Term Debt

			At December 31,
			2004		2003
Long-term debt of the Company consists of:
	Crownpoint property (Note 3)		$	450,000	$	450,000
	Convertible Note			135,000		135,000

				585,000		585,000
	Less—Current portion			135,000		—

		Total long-term debt	$	450,000	$	585,000

Maturities of long-term debt are as follows:

For the Twelve Months Ended:			For the Twelve Months Ended:
December 31, 2004	$	—	December 31, 2007	$	—
December 31, 2005	$	135,000	December 31, 2008	$	—
December 31, 2006	$	—	December 31, 2009 and beyond	$	450,000

6. RELATED-PARTY TRANSACTIONS

In November 2004, the Company raised an additional $100,000 of equity by the issuance of 514,565 shares of Common Stock at $0.20 and $0.19 per share to an executive officer and director of the Company upon the exercise of outstanding stock options.

In June and December 2004, the Company issued a total of 476,500 shares of Common Stock at $0.20 per share to a director of the Company upon his election to convert deferred compensation.

7. SHAREHOLDERS' EQUITY (DEFICIT)

Common Stock

Common Stock Issued in 2003

In April 2003, the Company raised $175,000 of equity by the issuance of 4,375,000 shares of Common Stock at $0.04 per share to a group of private investors.

In October 2003, the Company raised an additional $406,000 of equity by the issuance of 8,120,000 shares of Common Stock at $0.05 per share to a group of private investors.

Common Stock Issued in 2004

In January 2004, the Company raised $350,000 of equity by the issuance of 3,500,000 shares of Common Stock at $0.10 per share to a group of private investors.

In February 2004, the Company raised an additional $325,000 of equity by the issuance of 3,250,000 shares of Common Stock at $0.10 per share to a group of private investors.

In May 2004, the Company raised an additional $5,898,000 of equity by the issuance of 39,317,005 shares of Common Stock at $0.15 per share to a group of private investors.

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In the fourth quarter of 2004, the Company raised an additional $675,000 of equity by the issuance of 5,625,000 shares of Common Stock at $0.12 upon the exercise of Warrants that were issued in August 2000.

In June and December 2004, the Company issued a total of 476,500 shares of Common Stock at $0.20 per share to a director of the Company upon his election to convert deferred compensation.

Increase in Authorized Shares

Stock Options

Employee Stock Options

On June 2, 2004, the Board of Directors of the Company, subject to obtaining the approval of stockholders, adopted an amendment to the Company's 1995 Stock incentive Plan to increase the number shares of Common Stock subject to the 1995 Plan to 12,000,000; and the Compensation Committee of the Board of Directors issued to executive officers, subject to stockholder approval of the increase in shares eligible for issuance under the 1995 Plan, incentive stock options to purchase 6,028,000 shares at a price of $0.29 per share and non-qualified options to purchase 722,000 shares at $0.29 per share.

On June 2, 2004, the Board of Directors, subject to obtaining the approval of stockholders, adopted and approved the Company's 2004 Stock Incentive Plan (the "2004 Plan") for key employees of the Company. The 2004 Plan enables the Company to provide incentives to employees to perform well in a difficult and rapidly changing environment in the uranium mining industry. The 2004 Plan originally authorized grants of incentive stock options and non-qualified options to purchase up to an aggregate of 2,000,000 shares of Common Stock. On December 9, 2004, the Board of Directors adopted an amendment increasing the number of shares subject to the 2004 Plan to 7,000,000. In November 2004, options to purchase 988,000 shares at a price of $0.74 were granted to non-executive employees of the Company, and in December 2004, an option to purchase 2,000,000 shares at a price of $0.84 was granted to an executive employee of the Company. At December 31, 2004, none of these options had been exercised or cancelled.

Directors Stock Options

On June 19, 2001, the Company granted options to certain directors of URI to purchase 300,000 shares of the Company's Common Stock at an exercise price of $0.22 per share. The grants were comprised of 200,000 options to replace the options that expired and were canceled in 2001 and 100,000 options granted to a newly elected director. All such options are immediately exercisable and are scheduled to expire June 19, 2011 or 30 days after the holder ceases to be a director of the Company or one year after such holder's death, whichever occurs first. None of these options has been exercised and 100,000 of these options were cancelled as of December 31, 2004.

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will be granted an option to purchase 100,000 shares of Common Stock and, each Non-Employee Director shall be granted an option to purchase one hundred thousand (100,000) shares either, (a) upon his or her reelection at an annual meeting of the Company's stockholders or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year. The 2004 Directors' Plan replaces an earlier plan that expired in 2004. At December 31, 2004, there were outstanding options for the exercise of 32,000 shares under the old plan.

Each of the two non-employee directors holds options covering 300,000 shares at an exercise price of $0.29 per share under the 2004 Directors' Plan at December 31, 2004.

Options Issuable for Deferred Compensation

The Company has a 1999 Deferred Compensation Plan (the "1999 Plan") and Deferred Compensation Plans for 2000-2001, 2002, 2003 and 2004 (the "2000-2004 Plans") whereby executive officers and directors were permitted to defer up to 100% of their compensation for the years 1999-2004.

Under the 1999 Deferred Compensation Plan (the "1999 Plan"), executive officers and directors of the Company and its subsidiaries were permitted to defer until January 11, 2006 up to 100% of their 1999 salary. At the time of the deferral election, a participant could elect to receive payment of up to 100% of the deferred amount of salary in shares of our Common Stock. A total of approximately $242,000 was deferred under the 1999 Plan of which $133,450 was paid by issuing 355,861 shares of Common Stock at $0.375 per share. As of December 31, 2004, approximately $108,000 remains outstanding as deferred compensation under the 1999 Plan.

Under the 2000-2004 Plans, the executive officers and directors were permitted to defer up to 100% of their 2000, 2001, 2002, 2003 and 2004 salary with payment thereof to be made on January 11, 2006. On or before that date, the participant may elect to receive the deferred amount in shares of our Common Stock valued at $0.20 per share. A total of $829,000 was deferred under the 2000-2004 Plans of which $95,300 was paid in 2004 by issuing 476,500 shares of Common Stock at $0.20 per share. As of December 31, 2004, approximately $734,000 remains outstanding as deferred compensation under the 2000-2004 Plans.

Market for Common Stock

From August 22, 2001 until June 24, 2003, we were quoted on the OTC Bulletin Board ("OTCBB"). From June 25, 2003 until October 14, 2004 we have were quoted on the Pink Sheets. Since October 15, 2004, we have been quoted on both the OTCBB and the Pink Sheets.

8. STOCK-BASED COMPENSATION PLANS

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ended December 31, 2004 and 2003, respectively, would have been adjusted to the following pro forma amounts:

		2004			2003
Net Loss: As reported		$	(2,752,984	)	$	(329,871	)
Pro forma stock based compensation costs under the fair value method, net of tax			(27,458	)		(138,392	)

Pro forma		$	(2,780,442	)	$	(468,263	)
Basic EPS:
	As reported	$	(0.02	)	$	0.00
	Pro forma	$	(0.02	)	$	(0.01	)
Diluted EPS:
	As reported	$	(0.02	)	$	0.00
	Pro forma	$	(0.02	)	$	(0.01	)

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. The following are the weighted average ranges for assumptions used for grants in 2004: expected volatility of 149%-179% and risk-free interest rates of 4.2%-5.0%. The range of the expected life of 5.7-9.4 years was used for options granted to the employees and directors. The weighted average fair value of options granted in 2004 ranged from $0.29 to $0.84 per share. 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 the employees and directors, respectively. The weighted average fair value of options granted in 2003 was $0.04.

The Directors' Stock Option Plan provides for the grant of 20,000 stock options to each of the non-employee directors along with additional annual grants of stock options upon re-election as directors at the Company's annual meeting or at June 1 of each year if no annual meeting is held. Also, on January 15, 1992, the Board of Directors approved the grant of 577,248 stock options under the Employees' Stock Option Plan. All of the previously outstanding options were canceled upon the effectiveness of the new options. All of the options covered by this grant have been exercised or have expired unexercised at December 31, 2004.

On June 2, 2004 the Company adopted the 2004 Directors' Stock Option Plan (the "2004 Directors' Plan"). Under the 2004 Directors' Plan, each non-employee director on the date the Plan is adopted shall be granted an option to purchase three hundred thousand (300,000) shares of Common Stock. Each non-employee Director elected or appointed to the Board of Directors for the first time is granted an option to purchase 100,000 shares of Common Stock and, each Non-Employee Director shall be granted an option to purchase one hundred thousand (100,000) shares either (a) upon his or her reelection at an annual meeting of the Company's stockholders or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year.

On August 10, 1994, the Board of Directors increased the available options under the Employees' Stock Option Plan and the Directors' Stock Option Plan to 850,000 and 150,000 options, respectively. There are 250,200 and 32,000 stock options outstanding under these plans, respectively at December 31, 2004. On October 11, 1995, the Board of Directors elected to discontinue grants under the Employees' Stock Option Plan with the adoption of a stock incentive plan covering key employees (the "1995 Stock Incentive Plan"). The 1995 Stock Incentive Plan provides for the grant of a maximum of 750,000 stock options. These options may be qualified or nonqualified. On June 5, 1998, the Company's stockholders elected to increase the available options under the 1995 Stock Incentive Plan to 1,250,000 options. During 2000, the Company's board of directors elected to increase the available options under the 1995 Stock Incentive Plan to 4,000,000, subject to stockholder approval. Such approval was received in March 2001. During 2004, the Company's board of directors elected to

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increase the available options under the 1995 Stock Incentive Plan to 12,000,000, subject to stockholder approval. Such approval has not been was received at December 31, 2004.

As of December 31, 2004, there are 2,479,255 options outstanding under the 1995 Stock Incentive Plan and 6,750,000 options that have been granted in 2004 under the 1995 Stock Incentive Plan subject to approval of an increase in the available options under the 1995 Stock Incentive Plan by the stockholders and 2,988,000 granted under the 2004 Stock Incentive Plan.

Additional details about the options granted under the stock option plans are as follows:

					At December 31, 2004
Date of Grant		Exercise Price		Options Granted	Options Available for Exercise	Options Exercised	Options Canceled	Options Outstanding
January 15, 1992		$	2.94	617,248	—	327,625	289,623	—
May 22, 1992		$	3.00	2,000	—	1,000	1,000	—

	Balances at December 31, 1992			619,248	—	328,625	290,623	—

February 26, 1993		$	2.50	10,000	—	2,500	7,500	—
May 27, 1993		$	3.50	2,000	—	500	1,500	—

	Balances at December 31, 1993			631,248	—	331,625	299,623	—

July 11, 1994		$	4.38	20,000	—	—	20,000	—
August 10, 1994		$	4.25	140,000	—	1,000	139,000	—
December 15, 1994		$	5.88	3,000	—	—	3,000	—

	Balances at December 31, 1994			794,248	—	332,625	461,623	—

February 24, 1995		$	4.13	210,000	100,000	—	110,000	100,000
April 12, 1995		$	3.88	10,000	10,000	—	—	10,000
May 26, 1995		$	3.75	40,000	20,000	—	20,000	20,000
August 16, 1995		$	8.38	100,000	100,000	—	—	100,000
August 31, 1995		$	6.88	127,508	40,200	—	87,308	40,200
October 11, 1995		$	6.94	35,000	35,000	—	—	35,000
December 19, 1995		$	5.50	3,000	2,000	—	1,000	2,000

	Balances at December 31, 1995			1,319,756	307,200	332,625	679,931	307,200

February 22, 1996		$	9.75	178,810	58,420	—	120,390	58,420
May 29, 1996		$	17.00	3,000	2,000	—	1,000	2,000
May 30, 1996		$	16.13	75,000	—	—	75,000	—
July 22, 1996		$	11.13	50,000	—	—	50,000	—

	Balances at December 31, 1996			1,626,566	367,620	332,625	926,321	367,620

February 10, 1997		$	7.125	182,405	57,300	—	125,105	57,300
April 1, 1997		$	5.50	55,000	55,000	—	—	55,000
May 1, 1997		$	5.00	3,000	2,000	—	1,000	2,000

	Balances at December 31, 1997			1,866,971	481,920	332,625	1.052,426	481,920

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February 23, 1998		$	2.9375	172,000	94,000	—	78,000	94,000
June 5, 1998		$	2.50	3,000	2,000	—	1,000	2,000

	Balances at December 31, 1998			2,041,971	577,920	332,625	1,131,426	577,920

June 18, 1999		$	0.25	2,000	2,000	—	—	2,000

	Balances at December 31, 1999			2,043,971	579,920	332,625	1,131,426	579,920

September 27, 2000		$	0.20	2,250,000	2,026,735	223,265	—	2,026,735

	Balances at December 31, 2000			4,293,971	2,606,655	555,890	1,131,426	2,606,655

February 28, 2001		$	0.19	475,500	152,800	291,300	31,400	152,800
June 19, 2001		$	0.22	20,000	—	—	20,000	—

	Balances at December 31, 2001			4,789,471	2,759,455	847,190	1,182,826	2,759,455

	Balances at December 31, 2002			4,789,471	2,759,455	847,190	1,182,826	2,759,455

June 1, 2003		$	0.04	3,000	400	—	1,000	2,000

	Balances at December 31, 2003			4,792,471	2,759,855	847,190	1,183,826	2,761,455

June 2, 2004		$	0.29	600,000	—	—	—	600,000

June 2, 2004(1)		$	0.29	6,750,000	1,171,876	—	—	6,750,000

November 12, 2004(1)		$	0.74	988,000	247,000	—	—	988,000

December 7, 2004(1)		$	0.84	2,000,000	500,000	—	—	2,000,000

Balances at December 31, 2004				15,130,471	4,678,731	847,190	1,183,826	13,099,455

(1): Subject to shareholder approval.

The exercise price for the options granted under the stock option plans has been the approximate market price of the Common Stock on the date granted. The terms of the options provide that no options may be exercised for one year after grant, and then for ratable exercise over the subsequent four-year period, with a total exercisable period of ten years.

The exercise price for the options granted under the 1995 Stock Incentive Plan has been the approximate market price of the Common Stock on the date granted. The terms of the options are determined by the Board of Directors upon grant; however, no options may be exercised after a period of ten years. The weighted average fair value of options granted in 2004 and 2003 was $0.45 and $0.04, respectively.

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9. FEDERAL INCOME TAXES

The deferred federal income tax asset (liability) consists of the following:

		December 31,
		2004			2003
Property development costs—net of amortization		$	7,860,000		$	8,500,000
Accelerated depreciation			75,000			8,000
Restoration reserves			1,303,000			1,213,000
Net operating loss and percentage depletion carryforwards			—			—
Valuation allowance and other—net			(9,238,000	)		(9,721,000	)

	Total deferred income tax asset (liability)	$	0		$	0

Major items causing the Company's tax provision to differ from the federal statutory rate of 34% were:

		For the Twelve Months Ended December 31,
		2004					2003
		Amount			% of Pretax Income		Amount			% of Pretax Income
Pretax loss		$	(2,752,984	)			$	(329,871	)

Pretax loss times statutory tax rate			(936,000	)	(34	)%		(112,000	)	(34	)%
Increases in taxes resulting from:
	Change in valuation allowance related to changes in temporary differences		936,000		34	%		112,000		34	%

Income tax benefit		$	0		0	%	$	0		0	%

The Company's net operating loss carryforwards generated in 2004 and in prior years have generally been valued, net of valuation allowance, at Alternative Minimum Tax ("AMT") rates imposed by the Tax Reform Act of 1986. It is assumed that these deferred tax assets will be realized at such rates.

At December 31, 2004, approximately $48,628,000 of percentage depletion (available for regular tax purposes) had not been utilized to shelter book income and is available to carry forward to future accounting periods. The Company received refunds of $0 and $138 from prior year's federal income payments in 2004 and 2003, respectively.

The Company also has available for regular federal income tax purposes at December 31, 2004 estimated net operating loss ("NOL") carryforwards of approximately $47,593,000 which expire primarily in 2005 through 2025, if not previously utilized. Following the issuance of the Company's Common Stock in 2001, use of the Company's NOL will be severely limited on an annual and aggregate basis. For this reason, the NOL is not included as a deferred tax asset in the table above.

F-30

10. OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS

Other long-term liabilities and deferred credits on the balance sheet consisted of:

	December 31,
	2004		2003
Reserve for future restoration and reclamation costs, net of current portion of $1,200,000 in 2004 and $83,000 in 2003 (Note 1)	$	2,209,966	$	3,397,656
Long-term accounts and interest payable		0		27,996
Royalties payable		500,000		500,000
Deferred compensation		841,878		755,291

	$	3,551,844	$	4,680,943

11. COMMITMENTS AND CONTINGENCIES

The Company's mining operations are subject to federal and state regulations for the protection of the environment, including water quality. These laws are constantly changing and generally becoming more restrictive. The ongoing costs of complying with such regulations have not been significant to the Company's annual operating costs. Future mine closure and reclamation costs are provided for as each pound of uranium is produced on a unit-of-production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on their accrual for costs. The Company believes its operations are in compliance with current environmental regulations.

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management does not believe that adverse decisions in any pending or threatened proceedings will have a material adverse effect on the Company's financial condition or results of operations.

12. SUBSEQUENT EVENTS

Long-term Uranium Sales Contracts

The Company currently has two long-term contracts that call for deliveries of 617,650 pounds of uranium in 2005 and 600,000 pounds of uranium in each of the years 2006 through 2008. In February 2005, the Company renegotiated the pricing on one of the contracts. The Company expects to realize under these two contracts an average base price of $14.69 per pound for its 2005 deliveries and $13.13 per pound for its 2006 through 2008 deliveries, plus any escalations provided for in the contracts.

Note Purchase Agreement

13. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments," requires disclosure about the fair value of financial instruments. The Company is unable to assess the fair value of its debt instrument at December 31, 2003 due to the Company's financial position and its inability to secure comparable financing.

F-31

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of his service as a director or officer of the corporation, or his service, at the corporation's request, as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees) that are actually and reasonably incurred by him ("Expenses"), and judgments, fines and amounts paid in settlement that are actually and reasonably incurred by him, in connection with the defense or settlement of such action, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Although Delaware law permits a corporation to indemnify any person referred to above against Expenses in connection with the defense or settlement of an action by or in the right of the corporation, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests, if such person has been judged liable to the corporation, indemnification is only permitted to the extent that the Court of Chancery (or the court in which the action was brought) determines that, despite the adjudication of liability, such person is entitled to indemnity for such Expenses as the court deems proper. The General Corporation Law of the State of Delaware also provides for mandatory indemnification of any director, officer, employee or agent against Expenses to the extent such person has been successful in any proceeding covered by the statute. In addition, the General Corporation Law of the State of Delaware provides the general authorization of advancement of a director's or officer's litigation expenses in lieu of requiring the authorization of such advancement by the board of directors in specific cases, and that indemnification and advancement of expenses provided by the statute shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement or otherwise.

The Bylaws of the Company provide for the broad indemnification by the directors and officers of the Company and for advancement of litigation expenses to the fullest extent permitted by current Delaware law. The Company also has entered into indemnification contracts with its directors and officers.

The Company maintains a policy of directors and officers liability insurance which reimburses the Company for expenses which it may incur in connection with the foregoing indemnity provisions and which may provide direct indemnification to directors and officers where the Company is unable to do so.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Registrant pursuant to the above, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

II-1

Item 25. Other Expenses of Issuance and Distribution.

Securities and Exchange Commission registration fee
Legal fees and expense	*	$25,000
Accounting fees and expenses	*	$3,500
Other	*	$3,000

Total	*	$31,500

*: Estimated. None of such expenses will be paid by Selling Stockholders.

Item 26. Recent Sales of Unregistered Securities.

In April 2003, we sold 4,375,000 shares of common stock at $0.04 per share (an aggregate of $175,000) in a transaction not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, to a limited number of accredited investors.

In October 2003 we sold 8,120,000 shares of common stock at $0.05 per share (an aggregate of $406,000) in a transaction not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, to a limited number of accredited investors.

In January and February 2004 we sold 3,500,000 and 3,250,000 shares of common stock respectively at $0.10 per share (an aggregate of $675,000) in a transaction not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, to a limited number of accredited investors.

In May 2004 we sold 39,317,005 shares of common stock at $0.15 per share (an aggregate of $5,897,550) in a transaction not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, to a limited number of accredited investors.

In October and December 2004, we sold 5,625,000 shares of common stock at $0.12 per share (an aggregate of $675,000) upon the exercise of certain warrants issued in 2000 in transactions not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, to a limited number of accredited investors.

On May 13, 2005, we sold 3,333,333 shares of common stock at $0.45 per share (an aggregate of $1.5 million) in a transaction not involving a public offering under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D thereunder, to certain accredited investors of which George R. Ireland, a director of the Company, is an affiliate.

Item 27. Exhibits.

See page E-1 for a list of Exhibits filed with this Registration Statement.

Item 28. Undertakings.

The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act");

(ii) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding

II-2

the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) to include any additional or changed material information on the plan of distribution.

(2) that, for determining liability under the Securities Act, each such post-effective amendment shall be treated as a new registration statement of the securities offered, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the provisions described in Item 24 above, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Registration Statement on form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, as of this 18th day of May, 2005.

		URANIUM RESOURCES, INC.
		By:		/s/ PAUL K. WILLMOTT Paul K. Willmott President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement, has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date

/s/ PAUL K. WILLMOTT Paul K. Willmott	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	May 18, 2005
/s/ THOMAS H. EHRLICH* Thomas H. Ehrlich	Chief Financial Officer (Principal Financial and Accounting Officer)	May 18, 2005
/s/ LELAND O. ERDAHL* Leland O. Erdahl	Director	May 18, 2005
/s/ GEORGE R. IRELAND* George R. Ireland	Director	May 18, 2005

S-1

POWER OF ATTORNEY

Each of the undersigned officers and directors of Uranium Resources, Inc. hereby appoints Paul K. Willmott and Thomas H. Ehrlich, and each of them, as attorney and agent for the undersigned, with full power of substitution, for and in the name, place, and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments (including post-effective amendments) and exhibits to this Registration Statement and any and all applications, instruments or documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.

Signature	Title	Date

/s/ PAUL K. WILLMOTT Paul K. Willmott	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	May 18, 2005
/s/ THOMAS H. EHRLICH Thomas H. Ehrlich	Chief Financial Officer (Principal Financial and Accounting Officer)	May 18, 2005
/s/ LELAND O. ERDAHL Leland O. Erdahl	Director	May 18, 2005
/s/ GEORGE R. IRELAND George R. Ireland	Director	May 18, 2005

S-2

EXHIBIT INDEX

Exhibit Number		Description
3.1*		Restated Certificate of Incorporation of the Company dated February 15, 2004 (filed with the Company's Registration Statement on Form SB-2 dated July 26, 2004, SEC File Number 333-117653).
3.2*		Restated Bylaws of the Company (filed with the Company's Form 8-K on April 14, 2005).
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).
5.1*		Opinion of Baker & Hostetler LLP, counsel to the Company (filed with the Pre-Effective Amendment #1 dated August 16, 2004 to the Company's Registration Statement on Form SB-2, SEC File Number 333-117653).
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- 117653 on July 26, 2004).
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 300, 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).

E-1

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).
10.17*		2000-2001 Deferred Compensation Plan (filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2004, 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, 2003, 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, 2003, SEC File Number 000 171171.
10.26*		2004 Directors Stock Option Plan dated June 2, 2004 (filed with the Company's Registration Statement on Form SB-2 dated July 26, 2004, SEC File Number 333-117653).
10.27*		Contract for the Purchase of Natural Uranium Concentrates (U3O8) dated August 12, 2003 (filed with the Company's Form 10-QSB dated November 15, 2004, SEC File Number 000-171711).(1)
10.28*		Contract for the Purchase of Natural Uranium Concentrates (U3O8) dated January 13, 2004 (filed with the Company's Form 10-QSB dated November 15, 2004, SEC File Number 000-171711).(1)
10.29*		Amendment #1 to Exhibit 10.28 (filed with the Company's Form 10-QSB dated November 15, 2004, SEC File Number 000-171711).(1)
10.30*		Amendment #2 to Exhibit 10.28 (filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 000-17171).(1)
10.31*		Note Purchase Agreement dated March 24, 2005 and promissory notes issued thereunder (filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 000-17171).
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).
23.1		consent of Hein & Associates.
23.2		Consent of Richard A. Douglas (filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 000-17171).
24		Power of Attorney (filed with the Pre-Effective Amendment #1 dated August 16, 2004 to the Company's Registration Statement on Form SB-2, SEC File Number 333-117653).

*: Not filed herewith. Incorporated by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934.
(1): Certain provisions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

E-2

EX-23.1 2 a2158181zex-23_1.htm EX-23.1
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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As an independent registered public accounting firm, we hereby consent to the use of our report dated March 25, 2005 (and to all references to our firm) included in or made a part of this Registration Statement.

/s/ Hein & Associates LLP

Dallas, Texas
May 16, 2005

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.2 3 a2158181zex-23_2.htm EX-23.2
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Exhibit 23.2

CONSENT OF INDEPENDENT GEOLOGIST

As independent geologist, I hereby consent to the use of my report dated March 29, 2004, as well as all references to me as an expert in geology, included or made part to this Registration Statement.

/s/ RICHARD F. DOUGLAS, PH.D.

Lakewood, Colorado
May 16, 2005

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CONSENT OF INDEPENDENT GEOLOGIST
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