8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

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

Date of Report (Date of earliest event reported): November 5, 2014

URANIUM RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

Registrant’s telephone number, including area code: (303) 531-0470

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

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

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

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

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

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

Item 1.01.  Entry into a Material Definite Agreement

On November 5, 2014, Uranium Resources, Inc. (the “Company”) entered into the First Amendment to Asset Exchange Agreement (the “Amendment”) with Rio Grande Resources Corporation (“RGR”) and Uranco Inc. (“Uranco”), a wholly owned subsidiary of the Company, amending that certain Asset Exchange Agreement among the Company, Uranco, and RGR dated September 5, 2014 in order to revise certain disclosure schedules thereto and to amend the closing date thereunder to November 6, 2014.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 2.01.  Completion of Acquisition or Disposition of Assets.

As previously disclosed, on September 5, 2014, the Company entered into an Asset Exchange Agreement (the “Agreement”) with RGR and Uranco, pursuant to which Uranco has acquired from RGR certain uranium properties in South Texas in exchange for two parcels of fee-owned mineral rights and certain royalty interests in New Mexico. The Agreement does not provide for any cash or common stock consideration. The South Texas properties cover approximately 8,834 acres and include the Alta Mesa Este, Sejita Dome and Butler Ranch projects.

The asset exchange under the Agreement closed on November 6, 2014.

Item 7.01.  Regulation FD Disclosure.

On November 7, 2014, the Company issued a press release relating to the closing of the asset exchange under the Agreement and the Company’s planned 2015 drilling program on its Alta Mesa Este project. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
2.1	First Amendment to Asset Exchange Agreement, dated November 5, 2014.
99.1	Press Release dated November 7, 2014.

SIGNATURES

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

Dated: November 10, 2014

URANIUM RESOURCES, INC.

By:

/s/ Jeffrey L. Vigil                                              

Name:

Jeffrey L. Vigil

Title:

Vice President–Finance and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.1	First Amendment to Asset Exchange Agreement, dated November 5, 2014.
99.1	Press Release dated November 7, 2014.

EX-2

EXECUTION VERSION

FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT

THIS FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT (this “First Amendment”) is dated November 5, 2014, by and among RIO GRANDE RESOURCES CORPORATION, a Delaware corporation (“RGR”), URANIUM RESOURCES, INC., a Delaware corporation (“URI”), and URANCO INC., a Delaware corporation (“Uranco”).  URI and Uranco are sometimes referred to herein individually as a “URI Party” and collectively as the “URI Parties.”  RGR, URI, and Uranco are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”  Capitalized terms used but not otherwise defined in this First Amendment shall have the same meanings prescribed to such terms in the Agreement (as defined below).

Recitals

A.

The Parties have entered into that certain Asset Exchange Agreement dated as of September 5, 2014 (the “Agreement”), pursuant to which, among other things, RGR has agreed to grant, assign, transfer and convey the Texas Assets to Uranco, and Uranco has agreed to grant, assign, transfer and convey the New Mexico Assets to RGR.

B.

The Parties desire to supplement and amend certain terms of the Agreement, as set forth in this First Amendment.

C.

Pursuant to Section 13.8 of the Agreement, the Agreement may be amended or modified only by an agreement in writing executed by all Parties, their respective successors or permitted assigns and expressly identified as an amendment or modification thereto.

Agreement

NOW, THEREFORE, in consideration of the above recitals and of the covenants and agreements herein contained, the Parties hereby agree as follows:

1.

Amendments to the Agreement.  The Parties agree to amend the Agreement as follows, effective for all purposes as of September 5, 2014:

(a)

Section 9.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Time and Place of Closing.  Consummation of the Exchange contemplated by this Agreement (the “Closing”), shall, unless otherwise agreed to in writing by the URI Parties and RGR, take place at RGR’s legal counsel’s offices in San Antonio, Texas on November 6, 2014 (the “Closing Date”).”

First Amendment to Asset Exchange Agreement

Page 1

EXECUTION VERSION

(b)

Schedule 2.2(a) of the Agreement is hereby deleted in its entirety and replaced with the Schedule 2.2(a) attached hereto as Exhibit A, which is incorporated herein by reference for all purposes.

(c)

Schedule 6.7 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 6.7 attached hereto as Exhibit B, which is incorporated herein by reference for all purposes.

2.

Effect of this First Amendment on Other Provisions of the Agreement.  Any and all provisions in the Agreement requiring notice to be delivered by a Party or Parties to another Party or other Parties on or before or within a certain number of Business Days prior to or after the Closing Date, as the case may be, shall be interpreted based on the Closing Date set forth above.

3.

Entire Agreement.  The Parties agree that this First Amendment complies with Section 13.8 of the Agreement and amends the Agreement effective as of September 5, 2014.  This First Amendment may be supplemented, altered, amended, modified, or revoked only in accordance with Section 13.8 of the Agreement.

4.

Effect of Amendment.  Except as specifically provided in this First Amendment, the terms and conditions of the Agreement continue to govern the rights and obligations of the Parties, and all terms and conditions of the Agreement, as amended by this First Amendment, remain in full force and effect.  If there is any conflict or inconsistency between this First Amendment and the Agreement, then this First Amendment shall control and modify the Agreement.

5.

Counterparts.  This First Amendment may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement.  Each Party’s delivery of an executed counterpart signature page by facsimile (or email) is as effective as executing and delivering this First Amendment in the presence of the other Parties.  No Party shall be bound by the terms and provisions of this First Amendment until such time as all of the Parties have executed counterparts of this First Amendment.

[Remainder of Page Intentionally Left Blank]

First Amendment to Asset Exchange Agreement

Page 2

IN WITNESS WHEREOF, each Party has caused this First Amendment to be duly executed by its authorized representative as of the date first set forth above, to be effective for all purposes as of September 5, 2014.

RGR:

RIO GRANDE RESOURCES CORPORATION,

a Delaware corporation

By:

/s/Amory E. Quinn                                        

Name:

Amory E. Quinn

Title:

President

URI:

URANIUM RESOURCES, INC.,

a Delaware corporation

By:

/s/ Christopher M. Jones                              

Name:

Christopher M. Jones

Title:

President and Chief Executive Officer

URANCO:

URANCO INC.,

a Delaware corporation

By:

/s/ Christopher M. Jones                              

Name: Christopher M. Jones

Title:

President and Chief Executive Officer

First Amendment to Asset Exchange Agreement

Signature Page

EXHIBIT A

ATTACHED TO AND MADE A PART OF THAT CERTAIN

FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 5, 2014, BY AND AMONG RIO GRANDE RESOURCES CORPORATION, URANIUM RESOURCES, INC., AND URANCO INC.

Schedule 2.2(a)

Texas Leases

Lease No.	Lessor(s)	Lessee	Date	Volume	Page	County	Gross Acreage	Net Acreage
1	Holda Chapa Garcia	Rio Grande Resources Corporation	August 17, 2007	279	559	Brooks	2,161	432.20
2	Ismael Abraham Garcia	Rio Grande Resources Corporation	July 24, 2007	279	562	Brooks	2,161	432.20
3	Maricela C. Lopez	Rio Grande Resources Corporation	July 24, 2007	279	565	Brooks	2,161	432.20
4	Rosie G. Esparza; Onofre Gonzalez, Jr.; Esparci M. Reyes; and Virginia L. Trevino	Rio Grande Resources Corporation	May 30, 2008	289	455	Brooks	2,161	216.10
5	Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	367	Brooks	80	60.0000
6	Pablo Gonzalez and Victor Gonzalez	Rio Grande Resources Corporation	July 1, 2008	291	125	Brooks	80	20.00
7	Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	364	Brooks	240	180.00
8	Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	361	Brooks	120	105.00
9 2	Ismael Abraham Garcia and Maricela Garcia Lopez; each dealing in their sole and separate property	Rio Grande Resources Corporation	June 30, 2008	290	370	Brooks	220	88.00
10	Esparci M. Reyes; Rosie G. Esparza; Onofre J. Gonzalez, Jr.; and Virginia L. Trevino	Rio Grande Resources Corporation	September 15, 2008	292	779	Brooks	220	88.00
11	Holda Chapa Garcia	Rio Grande Resources Corporation	November 21, 2008	294	732	Brooks	220	44.00
12	Palo Blanco Ltd., a Texas limited partnership	Rio Grande Resources Corporation	December 15, 2008	295	304	Brooks	95.0	95.0
13	Byron Michael Burris and wife, Lucy W. Burris	Rio Grande Resources Corporation	October 3, 2007	864	462	Karnes	463.83	463.83
14	Johnny C. Fischer and wife, Sally Kotara Fischer	Rio Grande Resources Corporation	October 5, 2007	868	445	Karnes	114.6	114.6
15	Chris W. Lake	Rio Grande Resources Corporation	August 7, 2007	862	351	Karnes	171.8258	171.8258
16	Dalton Moczygemba, et ux. Georgia Moczygemba	Rio Grande Resources Corporation	July 31, 2007	862	354	Karnes	84.188	84.188
17	Regency FS, LP	Rio Grande Resources Corporation	August 30, 2007	863	171	Karnes	106.27	106.27
18	Billy C Whitfield and wife, Carolyn Whitfield, Trustees of the Whitfield Family Trust	Rio Grande Resources Corporation	October 22, 2007	864	794	Karnes	79.582	19.8955
19	David C. Zunker and wife, Margie Zunker	Rio Grande Resources Corporation	August 7, 2007	862	360	Karnes	201.38	201.38
20	Vincent L. Swierc, Jr.	Rio Grande Resources Corporation	June 26, 2008	879	379	Karnes	101.69	100.69
21	Monette Littlepage; Deborah McBride; Rodney Lewis Collins; Leslie Harris Collins, Jr.; Connie Collins Lanier; Bianca Butler; and Joseph Newton Orr; each party dealing with their sole and separate property	Rio Grande Resources Corporation	December 10, 2007	870	748	Karnes	1,049.76	1049.76
22	Eugene F. Dragon, and wife Susan K. Dragon	Rio Grande Resources Corporation	July 31, 2007	862	346	Karnes	138.36	138.36
23	Edwin William Steinmann a/k/a Edwin W. Steinmann; Doris Steinmann Reeves; Leonard Ray Steinmann a/k/a L. Ray Steinmann; and Hubert Ray Steinmann each dealing in their separate property	Rio Grande Resources Corporation	March 21, 2007	862	357	Karnes	404.7	404.7
24	Connard Barker	Rio Grande Resources Corporation	June 15, 2007	96	389	Bee Live Oak	312.77	78.1925
25	Steven Dale Novak, and wife, Shawn Novak	Rio Grande Resources Corporation	June 15, 2007	96	403	Bee	312.77	234.5775
	Todd Schendel and wife, Bonnie Schendel			96	406	Live Oak
	Jo Ann Stewart			96	409
26	Rosalie Dziuk	Rio Grande Resources Corporation	June 28, 2007	862	349	Karnes	140.24	140.24
27	Redcrest Trust c/o JP Morgan Chase	Rio Grande Resources Corporation	October 9, 2006	866	95	Karnes	140	140
28	Barbara Klauer, Attorney-in-Fact for Genevieve Casseb Cattan	Rio Grande Resources Corporation	August 31, 2007	457	641	Duval	276.98	138.49
29	Elma P. Marsh	Rio Grande Resources Corporation	August 31, 2007	457	644	Duval	611.3	203.7667
30	Josie Angel Sellers Trust, Josie Angel Sellers, Trustee	Rio Grande Resources Corporation	August 31, 2007	457	647	Duval	611.3	50.9417
31	Barbara Donna Villarreal Trust, by Barbara Donna Villarreal, Trustee	Rio Grande Resources Corporation	August 31, 2007	458	777	Duval	611.3	50.9417
32	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	59	Duval	702.71	351.3550
33	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	57	Duval	148	74
34	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	61	Duval	106.82	26.705
35	Amado N. Ramirez, a married man dealing in his sole and separate property	Rio Grande Resources Corporation	June 20, 2008	478	824	Duval	106.82	8.8981
36	Norma A. Lawrence; Mary Alice Eskridge; Carlos Benavides; and Louis Rene Benavides	Rio Grande Resources Corporation	July 2, 2008	479	559	Duval	106.82	8.8981
37	Debra T. Burch, Attorney-in-Fact for Evelina G. Tobin	Rio Grande Resources Corporation	July 14, 2008	483	183	Duval	106.82	8.8981
38	Elva G. Villarreal Moser	Rio Grande Resources Corporation	July 24, 2008	481	279	Duval	106.82	8.8981
39	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	63	Duval	106.81	5.341
40	Lydia Yzaguirre Almaraz; Israel Yzaguirre; Kevin B. Yzaguirre; Noe C. Yzaguirre; and Paul D. Yzaguirre, each party dealing in their sole and separate property; Israel Yzaguirre, Attorney-in-Fact for Beverly K. Pullin; and Paul D. Yzaguirre, Attorney-in-Fact for Eva Norma Yzaguirre Hayes	Rio Grande Resources Corporation	March 15, 2008	471	323	Duval	234.81	234.81
41	Luis Felipe Garcia, Jr.	Rio Grande Resources Corporation	May 2, 2008	474	404	Duval	563.426	535.266
42	Norma A. Lawrence; Mary Alice Eskridge; Carlos Benavides; and Louis Rene Benavides	Rio Grande Resources Corporation	July 2, 2008	479	563	Duval	123.93	123.93
43	R. Michael Casseb, Paul Casseb, Jr. and Carol Ann Anderson, Independent Executors of the Estate of Paul E. Casseb	Rio Grande Resources Corporation	November 8, 2007	462	661	Duval	144.91	57.964
44	W. W. H. M. & H., INC.	Rio Grande Resources Corporation	October 15, 2007	460	55	Duval	144.91	43.4730
45	Hector David Cavazos	Rio Grande Resources Corporation	October 25, 2007	467	164	Duval	80	80
46	Oscar Cavazos, Jr.	Rio Grande Resources Corporation	November 6, 2007	461	767	Duval	81.69	81.69
47	Aida N. Rodriguez	Rio Grande Resources Corporation	November 1, 2007	461	357	Duval	81.69	81.69

First Amendment to Asset Exchange Agreement

Exhibit A

EXHIBIT B

ATTACHED TO AND MADE A PART OF THAT CERTAIN
FIRST AMENDMENT TO ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 5, 2014, BY AND AMONG RIO GRANDE RESOURCES CORPORATION, URANIUM RESOURCES, INC., AND URANCO INC.

Schedule 6.7

Consents and Preferential Purchase Rights

			RIO GRANDE RESOURCES CORPORATION Consents to Assign
Lease No.	County	Gross Acres	Lessor(s) Required to Execute Consent Letters	Address
TX-047-01-000010-004	Brooks	2161	Esparci M. Reyes	13834 Brook Hollow
				San Antonio, TX 78232
TX-047-01-000010-005	Brooks		Rosie G. Esparza	3023 Tawny Oak
				San Antonio, TX 78230
TX-047-01-000010-006	Brooks		Onofre J. Gonzalez, Jr.	4302 Wood Valley
				Houston, TX 77096
TX-047-01-000010-007	Brooks		A. J. Trevino, Independent Executor of the	8580 Woodway Drive #2119
			Estate of Virginia L. Trevino, Deceased	Houston, TX 77063
TX-047-18-000041-003	Brooks	220	Esparci M. Reyes	13834 Brook Hollow
				San Antonio, TX 78232
TX-047-18-000041-004	Brooks		Rosie G. Esparza	3023 Tawny Oak
				San Antonio, TX 78230
TX-047-18-000041-005	Brooks		Onofre J. Gonzalez, Jr.	4302 Wood Valley
				Houston, TX 77096
TX-047-18-000041-006	Brooks		A. J. Trevino, Independent Executor of the	8580 Woodway Drive #2119
			Estate of Virginia L. Trevino, Deceased	Houston, TX 77063
TX-047-18-000044-000	Brooks	95	Palo Blanco, Ltd., a Texas Limited Partnership c/o Laurence D. Miller, III	P.O. Box 49130 Austin, TX 78765-9130
TX-131-14-000032-001	Duval	144.91	R. Michael Casseb, Paul Casseb, Jr. and Carol Ann Anderson, Independent Executors of the Estate of Paul E. Casseb	1475 Frost Bank Tower 100 West Houston Street San Antonio, TX 78205

First Amendment to Asset Exchange Agreement

Exhibit B

EX-99

EXHIBIT 99.1

Uranium Resources Adds Properties in Texas and

Plans 2015 Drilling Program on Mid-Term Alta Mesa Este Project

CENTENNIAL, Colo., November 7, 2014 – Uranium Resources, Inc. (NASDAQ: URRE) today closed on the previously announced non-cash asset exchange agreement with Rio Grande Resources Corporation.

Christopher M. Jones, President and Chief Executive Officer, said, “This land exchange was a strategic accomplishment that strengthens our project development pipeline. We acquired mid-term in situ recovery projects, including the Alta Mesa Este, Butler Ranch and Sejita Dome properties located near our temporarily idled processing facilities in South Texas. In 2015, we will commence drilling at the Alta Mesa Este Project and also plan test holes at the Butler Ranch Project.”

Mr. Jones continued, “We have reprioritized and rescheduled the technical report for the Churchrock Project in favor of advancing the Alta Mesa Este Project exploration program to build value for our shareholders. We are excited about the potential for the Alta Mesa Este Project to reach production within three-to-five years.”  

2015 Exploration Program

The Company is planning an exploration program of approximately $825,000 in 2015 for drilling and geophysical logging at the Alta Mesa Este and Butler Ranch projects. The majority of the planned investment will be at the Alta Mesa Este Project for drilling up to 27,000 feet and geophysical work. (Please refer to the location maps in the Appendix.)

The 2,841-acre Alta Mesa Este Project is located 56 miles southwest of URRE’s Kingsville Dome processing facility and northeast of Mesteña Uranium’s Alta Mesa processing plant and well fields. The Company has been analyzing historical information from drilling in the 1980s and identified a target area approximately 1.5 miles along the east-west strike of mineralization hosted in the Goliad Formation.

An initial exploration program at the 2,592-acre Butler Ranch project is designed to test the mineral potential in parallel trending sandstone units and the continuation of the Turner-Garcia mineral system. Butler Ranch is located in the prolific Karnes County mining district, which has some of the largest uranium deposits in the South Texas uranium province, and 75 miles north-northeast of the URRE’s Rosita processing plant. This area saw historic uranium mining in the 1950s through the 1970s.

Further details about the acquired properties covering 8,000 acres in the uranium belts of South Texas are described in the Company’s news release of September 8, 2014.

As described in URRE’s 3Q 2014 news release issued earlier today, the total cash budget for 2015 is expected to be less than $10.0 million and includes funding of the exploration program. The expected cash spend for 2015 is approximately 20% lower than the estimated total spend in 2014.

1 of 4

About Uranium Resources

Uranium Resources, Inc. was incorporated in 1977 to explore, develop and recover uranium. Uranium Resources has two licensed and currently idled processing facilities and over 16,000 acres of prospective in situ recovery (ISR) projects in Texas. In New Mexico, the Company holds a federal Nuclear Regulatory Commission license to recover up to three million pounds of uranium per year using the ISR process at certain properties and controls minerals rights encompassing approximately 200,000 acres in the prolific Grants Mineral Belt in New Mexico, which holds one of the largest known concentrations of sandstone-hosted uranium deposits in the world. The Company acquired these properties over the past 25 years, along with an extensive uranium information database of historic drill hole logs, assay certificates, maps and technical reports for the Western United States.

Cautionary Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects," "estimates," "projects," "anticipates," "believes," "could," and other similar words. All statements addressing operating performance, events or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to (i) the timing or occurrence of production at the Company’s properties, (ii) future improvements in the demand for and price of uranium, (iii) the adequacy of funding for the Company through 2015, (iv) expected reductions in the Company’s operating expenses and burn rate, and total cash budget for 2015, (v) the occurrence and extent of any future exploration program, and (vi) additions of reserves and resources or acquisitions are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include, but are not limited to, (a) the Company's ability to raise additional capital in the future; (b) spot price and long-term contract price of uranium; (c) the Company's ability to reach agreements with current royalty holders; (d) operating conditions at the Company's projects; (e) government and tribal regulation of the uranium industry and the nuclear power industry; (f) world-wide uranium supply and demand; (g) maintaining sufficient financial assurance in the form of sufficiently collateralized surety instruments; (h) unanticipated geological, processing, regulatory and legal or other problems the Company may encounter; and other factors which are more fully described in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company's underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company's forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.

Contact:

Wendy Yang, Investor Relations

(303) 531-0478

info@uraniumresources.com

www.uraniumresources.com

2 of 4

Appendix Map 1: South Texas Map of Projects and Uranium Mineral Belts

3 of 4

Appendix Map 2: Exploration Target at Alta Mesa Este Project, South Texas

4 of 4