-----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, ANzHZDD4UuU+kNbzuwnaRWEQzW8Q/nUqPBVlTKgAMIhmRp3vU/0zwUxzIJjXmiAc iVxLMpAbTEAmhXNpwJI2Kw== 0001104659-04-035976.txt : 20041115 0001104659-04-035976.hdr.sgml : 20041115 20041115131449 ACCESSION NUMBER: 0001104659-04-035976 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URANIUM RESOURCES INC /DE/ CENTRAL INDEX KEY: 0000839470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 752212772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17171 FILM NUMBER: 041143452 BUSINESS ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 9723877777 MAIL ADDRESS: STREET 1: 12750 MERIT DRIVE STREET 2: SUITE 720 CITY: DALLAS STATE: TX ZIP: 75251 10QSB 1 a04-13664_110qsb.htm 10QSB

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended September 30, 2004

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

For the transition period from to

Commission file number 0-17171

URANIUM RESOURCES, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

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

650 S. Edmonds Lane, Suite 108, Lewisville, Texas 75067

(Address of Principal Executive Offices)

(972) 219-3330

(Issuer’s Telephone Number, Including Area Code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

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

Title of Each Class of Common Stock		Number of Shares Outstanding

Common Stock, $0.001 par value		129,631,198 as of November 11, 2004

URANIUM RESOURCES, INC.

2004 THIRD QUARTERLY REPORT ON FORM 10-QSB

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Consolidated Balance Sheets- September 30, 2004 (Unaudited) and December 31, 2003

		Consolidated Statements of Operations - Three months and nine months ended September 30, 2004 and 2003 (Unaudited)

		Consolidated Statements of Cash Flows - Nine months Ended September 30, 2004 and 2003 (Unaudited)

		Notes to Consolidated Financial Statements - September 30, 2004 (Unaudited)

	Item 2.	Management’s Discussion and Analysis or Plan of Operation

	Item 3.	Controls and Procedures

PART II – OTHER INFORMATION

	Item 1.	Legal Proceedings

	Item 2.	Changes in Securities and Use of Proceeds

	Item 3.	Defaults Upon Senior Securities

	Item 4.	Submission of Matters to a Vote of Security Holders

	Item 5.	Other Information

	Item 6.	Exhibits and Reports on Form 8-K.

SIGNATURES

Index to Exhibits

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

	September 30, 2004			December 31, 2003
	(Unaudited)
Current assets:
Cash and cash equivalents	$	1,233,294		$	309,625
Receivables, net	27,719			25,250
Materials and supplies inventory	15,977			65,397
Prepaid and other current assets	102,086			13,371
Total current assets	1,379,076			413,643

Property, plant and equipment, at cost:
Uranium properties	44,676,070			41,788,721
Other property, plant and equipment	287,651			254,960
Less-accumulated depreciation, depletion and impairment	(41,319,533		)	(41,359,799		)
Net property, plant and equipment	3,644,188			683,882

Other non-current assets	11,268			—

Long-term investment:
Certificates of deposit, restricted	1,230,842			401,120
	$	6,265,374		$	1,498,645

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

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

	September 30, 2004			December 31, 2003
	(Unaudited)
Current liabilities:
Accounts payable	$	378,333		$	107,136
Current portion of restoration reserve	1,171,380			83,000
Current portion of long term debt	135,000			—
Interest payable	34,077			—
Other accrued liabilities	126,712			108,358
Total current liabilities	1,845,502			298,494

Other long-term liabilities and deferred credits	3,584,398			4,680,943

Long-term debt, less current portion	450,000			585,000
Commitments and contingencies (Notes 1 and 2)
Shareholders’ deficit:
Common stock, $.001 par value, shares authorized: 2004—200,000,000; 2003—100,000,000; shares issued and outstanding (net of treasury shares): 2004—128,281,198; 2003—81,824,193	128,434			81,977
Paid-in capital	59,750,789			53,211,487
Accumulated deficit	(59,484,331		)	(57,349,838		)
Less: Treasury stock (152,500 shares), at cost	(9,418		)	(9,418		)
Total shareholders’ equity (deficit)	385,474			(4,065,792		)
	$	6,265,374		$	1,498,645

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

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine months Ended September 30,
	2004			2003			2004			2003
				(Restated)						(Restated)
Revenues:
Uranium sales—	$	—		$	—		$	—		$	—
Total revenue	0			0			0			0
Costs and expenses:
Cost of uranium sales—
Operating expenses	239,847			59,180			569,703			390,160
Provision for restoration and reclamation costs	64,424			—			(6,646		)	—
Accretion expense for restoration reserves	158,832			84,560			289,687			253,681
Depreciation and depletion	8,067			6,933			21,238			23,060
Writedown of uranium properties and other uranium assets	46,188			109,316			46,188			251,962
Total cost of uranium sales	517,358			259,989			920,170			918,863
Loss from operations before corporate expenses	(517,358		)	(259,989		)	(920,170		)	(918,863		)

Corporate expenses—
General and administrative	553,941			189,562			1,270,832			643,825
Depreciation	1,860			886			3,560			3,093
Total corporate expenses	555,801			190,448			1,274,392			646,918
Loss from operations	(1,073,159		)	(450,437		)	(2,194,562		)	(1,565,781		)

Other income (expense):
Interest expense	(2,042		)	(6,937		)	(6,081		)	(14,501		)
Interest and other income, net	6,980			241,054			66,150			259,457
Loss before accounting change	(1,068,221		)	(216,320		)	(2,134,493		)	(1,320,825		)
Cumulative effect of accounting change, net of tax	—			—			—			1,447,070
Net earnings (loss)	$	(1,068,221	)	$	(216,320	)	$	(2,134,493	)	$	126,245

Earnings (loss) before accounting change per common share:
Basic	$	(0.01	)	$	0.00		$	(0.02	)	$	(0.02	)
Diluted	(0.01		)	0.00			(0.02		)	(0.02		)
Cumulative effect of accounting change per common share:
Basic	—			—			—			0.02
Diluted	—			—			—			0.02
Net earnings (loss) per common share:
Basic	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00
Diluted	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00

Weighted average common shares and common equivalent shares per share date
Basic	128,281,198			73,704,193			109,427,883			71,989,449
Diluted	128,281,198			73,704,193			109,427,883			71,989,449

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

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30
	2004			2003
				(Restated)
Cash flows from operations:
Net earnings (loss)	$	(2,134,493	)	$	126,245
Reconciliation of net earnings (loss) to cash used in operations—
Credit for restoration and reclamation costs	(6,646		)	—
Cumulative effect of accounting change	—			(1,447,070		)
Accretion of restoration liability	289,687			253,681
Depreciation and depletion	24,798			26,153
Writedown of uranium properties and other assets	46,188			251,962
Decrease in restoration and reclamation accrual	(328,996		)	—
Deferred compensation	132,519			95,779
Other non-cash items, net	156,465			101,066
Cash flow used in operations, before changes in operating working capital items	(1,820,478		)	(592,184		)

Effect of changes in operating working capital items—
Increase in receivables	(2,469		)	(25,250		)
(Increase) decrease in inventories	(2,992		)	1,692
Increase in prepaid and other current assets	(205,813		)	(122,449		)
Increase (decrease) in payables and accrued liabilities	291,593			(955,215		)
Net cash used in operations	(1,740,159		)	(1,693,406		)

Investing activities:
(Increase) decrease in certificate of deposit, restricted	(829,722		)	997,858
Additions to property, plant and equipment—
Kingsville Dome	(660,712		)	(68,010		)
Rosita	(35,898		)	(27,741		)
Vasquez	(2,100,526		)	(110,784		)
Churchrock	(109,948		)	(12,776		)
Crownpoint	(54,877		)	(21,551		)
Other property	(52,248		)	(11,100		)
Net cash provided by (used in) investing activities	(3,843,931		)	745,896

Financing activities:
Proceeds from borrowings	—			—
Issuance of common stock, net	6,507,759			175,000
Net cash provided by financing activities	6,507,759			175,000
Net increase (decrease) in cash and cash equivalents	923,669			(772,510		)
Cash and cash equivalents, beginning of period	309,625			1,025,469
Cash and cash equivalents, end of period	$	1,233,294		$	252,959

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

Uranium Resources, Inc.

Notes to Consolidated Financial Statements

September 30, 2004 (Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2003 Annual Report on Form 10-KSB. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2004.

2. FUTURE OPERATIONS

The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Because of depressed uranium prices in 1999, we reduced our payroll and shut-in our uranium producing properties. From August 2000 through February 2004, we have had to rely on equity infusions to remain in business. We have raised a total of approximately $6.5 million allowing us to maintain the critical employees and assets of the Company until such time that uranium prices reached a level where it was prudent to commence operations. During this period uranium prices have ranged from a low of $7.10 per pound in 2001to $20.25 at November 8, 2004. Also during this period, we performed ongoing restoration and reclamation at certain of our wellfields at Rosita and Kingsville Dome under restoration agreements with the State of Texas and our bonding company that allowed us access to $3.2 million that had been pledged to secure restoration bonds.

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

In May 2004, we sold 39,317,005 shares of common stock in two private placements at $0.15 per share, receiving cash of $5,832,757, net of offering costs. With this funding we have commenced the development and mining of our Vasquez property in South Texas. We project that of the $5.9 million, $2.9 million will be utilized for wellfield and plant capital and $0.9 million will be for initial bonding requirements. We project the balance, or approximately $2.1 million, will be utilized for product operating costs and overheads until the uranium is available for sale.

Initial uranium production from Vasquez has been slower than originally projected, but current production rates are continuing to increase and additional wells are being brought online to ramp up production. A continued improvement should result in the originally projected production rates being achieved by year end. The lower than anticipated initial production rates means that production for 2004 should be approximately 115,000 pounds rather than the previously announced 300,000 to 350,000 pounds. The Company now expects to sell 100,000 pounds during the fourth quarter rather than the previously announced 231,000 pounds, with the difference being moved into 2005 sales. The fourth quarter sales will also occur later in the quarter than originally projected. The shift in sales will defer revenues into the first quarter of 2005, and the Company currently expects that it will be able to satisfy any resulting cash needs through the exercise of certain options by one or more officers of the Company and certain other sources.

In 2005 we expect to deliver between 545,000 and 590,000 pounds, with 600,000 pounds of uranium scheduled for delivery in each of the years 2006 through 2008, and 300,000 pounds of deliveries in 2005 are subject to quantity flexibility, allowing, at the option of the buyer, an increase or decrease to their deliveries by 15%.

The total cash bonding requirements for the Vasquez project is expected to amount to approximately $2.8 million, the majority of which we anticipate will be funded via the proceeds from operations.

3. EARNINGS PER SHARE (EPS)

The Company computes EPS by applying the provisions of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share. As the Company reported net losses for the periods presented, inclusion of common stock equivalents would have an antidilutive effect on per share amounts. Accordingly, the Company’s basic and diluted EPS computations are the same for the periods presented. For the three months ended September 30, 2004 and 2003, common stock equivalents that were not included in the computation of diluted EPS were 20,071,185 and 12,756,586, respectively. Common stock equivalents for the nine months ended September 30, 2004 and 2003 that were not included in the computation of diluted EPS were 16,269,437 and 12,755,480, respectively.

4. STOCK BASED COMPENSATION

The Company has four stock option plans, the Employees’ Stock Option Plan, the Amended and Restated 1995 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 earnings (loss) and earnings (loss) per share (“EPS”) for the three and nine months ended September 30, 2004 and 2003 would have been adjusted to the following pro forma amounts:

		Three Months Ended September 30,						Nine months Ended September 30,
		2004			2003			2004			2003
Net Earnings (Loss): As reported		$	(1,001,333	)	$	(216,320	)	$	(2,067,605	)	$	126,245
Pro forma stock based compensation costs under the fair value method, net of tax		(112,363		)	(27,961		)	(156,590		)	(82,998		)
Pro forma		$	(1,113,696	)	(244,281		)	$	(2,224,195	)	43,247

	As reported	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00
Basic EPS:	Pro forma	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00

	As reported	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00
Diluted EPS:	Pro forma	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2004: expected volatility of 149% and 179% and risk-free interest rates of 5.03% and 4.24%. Expected lives of 9.4 years and 5.7 years were used for options granted to employees and directors, respectively. The weighted average fair value of options granted in 2004 was $0.29. For grants in 2003: expected volatility of 165% and risk-free interest rates of 5.50%. An expected life of 5.7 years was used for options granted to employees and directors, respectively. The weighted average fair value of options granted in 2003 was $0.04.

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.

5. ASSET RETIREMENT OBLIGATION

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

As a result of adoption of the FAS 143, the Company recorded a net reduction in its restoration liability of approximately $1.4 million at January 1, 2003. The Company had previously recorded the undiscounted future

estimated restoration costs into expense. Under FAS 143, future restoration liabilities are usually added to the carrying value of the related asset but the Company has recorded them to expense because the associated properties had been fully impaired as of January 1, 2003. Under FAS 143 the present value of the restoration costs are recorded instead of the undiscounted amount. The difference between the present value and the undiscounted amounts of $1,447,000 as of December 31, 2002 appears in the September 30, 2003 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 the quarter ended September 30, 2004 and 2003 was $72,771 and $84,560, respectively. The estimated accretion expense for the change in the present value of the estimated liability recorded for the nine months ended September 30, 2004 and 2003 was $203,626 and $253,681, respectively.

The Company’s financial statements for the nine months ended September 30, 2003 have been restated to reflect the adoption of FAS 143 as of January 1, 2003. The adoption of FAS 143 resulted in increasing accretion expense by $253,681 and recording cumulative effect of the change in accounting principle of $1,447,070 for an increase in net income of $1,193,389 or $0.02 per share for the nine months ended September 30, 2003.

The following table shows the change in the balance of the restoration and reclamation liability during the three months and nine months ended September 30, 2004 and 2003, respectively:

	Three Months Ended September 30,					Nine months Ended September 30,
	2004			2003		2004			2003
Reserve for future restoration and reclamation costs beginning of period	$	3,413,619		$	3,343,804	$	3,480,656		$	3,174,683
Accretion expense	158,832			84,560		289,687			253,681
Restoration provision adjustment	(208,044		)	—		(405,936		)	—
Reserve for future restoration and reclamation costs at end of period	$	3,364,407		$	3,428,364	$	3,364,407		$	3,428,364

6. SHAREHOLDERS’ EQUITY

Equity Infusion

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

Date	Price per Share		Amount		Shares Issued

May 2004	$	0.15	$	5,897,550	39,317,005
February 2004	$	0.10	$	325,000	3,250,000
January 2004	$	0.10	$	350,000	3,500,000
October 2003	$	0.05	$	506,000	8,120,000
April 2003	$	0.04	$	175,000	4,375,000

Increase in Authorized Shares

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

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

Forward Looking Statements

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

Plan of Operation and Liquidity

As we have reported previously, because of severely depressed uranium prices, in mid-1999 we reduced our payroll and shut in our producing uranium properties. From August 2000 through February 2004, we have had to rely on equity infusions to remain in business. We have raised a total of approximately $6.5 million allowing us to maintain the critical employees and assets of the Company until such time that uranium prices reached a level where it was prudent to commence operations. During this period uranium prices have ranged from a low of $7.10 per pound in 2001 to $20.25 at October 4, 2004. Also during this period, we performed ongoing restoration and reclamation at certain of our wellfields at Rosita and Kingsville Dome under an agreement with the State of Texas and our bonding company that allowed us access to $3.2 million that had been pledged to secure restoration bonds.

In August 2003 we requested and received a refund of approximately $238,000 that we had deposited in escrow with the Bureau of Indian Affairs (the “BIA”) for certain mineral leases with Navajo allottees on three separate parcels of land in northwest New Mexico. The leases were subject to approval by the BIA. We had been waiting on that approval since 1992. Because of our projected timing for mining those properties and because of our cash needs, we elected to drop those leases. We expect to be able to re-sign leases on those properties in the future.

The total cash bonding requirements for the Vasquez project is expected to amount to approximately $2.8 million, the majority of which we anticipate will be funded via the proceeds from operations. As of September 30, 2004, we have spent approximately $2,101,000 on the pre-production activities at the Vasquez property.

During 2004, we plan to continue actively working towards the completion of the Production Area Authorization #3 review at Kingsville Dome (see “Legal Proceedings” in the Company’s 2003 Annual Report on Form 10-KSB). It is anticipated that the review will be complete by early 2005, allowing the commencement of

production at Kingsville Dome later that year. The Company is currently evaluating contracting opportunities for the Kingsville Dome production.

As of September 30, 2004 we have a cash balance of approximately $1,233,000.

Off-Balance Sheet Arrangements

United States Fidelity and Guaranty Company (“USF&G”) has issued performance bonds on our behalf to secure our future restoration and reclamation obligations as required by the State of Texas regulatory agencies. The amounts of these bonds were $2,900,000 at September 30, 2003 and $2,800,000 at September 30, 2004. We have deposited about $334,000 as cash collateral for these bonds. In the event that USF&G is required to perform under the bonds, we would be obligated to pay USF&G for its expenditures in excess of the collateral.

To meet the recent financial surety requirements of our mine sites in Texas the Company entered in to Letter of Credit agreements with Bank of America, NA (“BOA”) whereby BOA has issued letters of credit on our behalf to the Texas regulatory agencies. Such letters of credit are collateralized by certificates of deposit equal to the amount of the letter of credit. At September 30, 2004 these amounts totaled approximately $898,000.

Critical Accounting Policies

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

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

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

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

ITEM 3. CONTROLS AND PROCEDURES

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

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See the Company’s Form 10-QSB for period ended June 30, 2004 for discussion regarding legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

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

None

ITEM 5. OTHER INFORMATION.

None

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

(a) Exhibits

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

(b) Reports on Form 8-K

The Company filed a current report on Form 8-K dated August 18, 2004 which announced that the Company’s registration statement on Form SB-2 was declared effective. The registration statement covers the resale by selling stockholders of up to 115,724,859 shares of the Company’s common stock.

SIGNATURES

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

	URANIUM RESOURCES, INC.


Dated: November 15, 2004			By:	/S/ Paul K. Willmott
		Paul K. Willmott
		Director, President and
		Chief Executive Officer


Dated: November 15, 2004			By:	/S/ Thomas H. Ehrlich
		Thomas H. Ehrlich
		Vice President - Finance and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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 S-3 Registration No. 333-17875 on December 16, 1996).

4.1*		Common Stock Purchase Agreement dated February 28, 2001 between the Company and Purchasers of the Common Stock of the Company (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).

10.1*		Amended and Restated Directors Stock Option Plan (filed with the Company’s Form S-8 Registration No. 333- 00349 on January 22, 1996).

10.2*		Amended and Restated Employee’s Stock Option Plan (filed with the Company’s Form S-8 Registration No. 333-00403 on January 24, 1996).

10.3*		Amended and restated 1995 Stock Incentive Plan (filed with the Company’s Form SB-2 Registration No. 333- 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 30, 1998, SEC File Number 000-17171).

10.13*		Compensation Agreement dated June 2, 1997 between the Company and Richard A. Van Horn (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).

10.14*		Compensation Agreement dated June 2, 1997 between the Company and Thomas H. Ehrlich (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).

10.15*		Compensation Agreement dated June 2, 1997 between the Company and Mark S. Pelizza (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).

10.16*		Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company’s Annual Report on Form 10-K dated June 30, 1999, SEC File Number 000-17171).

10.22*		Uranium Resources, Inc. Deferred Compensation Plan for 2002 (filed with the Company’s Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).

10.23*		Uranium Resources, Inc. Deferred Compensation Plan for 2003 (filed with the Company’s Quarterly Report on Form 10-QSB dated November 13, 2002, SEC File Number 000-17171).

10.24*		Uranium Resources, Inc. Deferred Compensation Plan for 2004 (filed with the Company’s Quarterly Report on Form 10-QSB dated May 14, 2004, SEC File Number 000-17171).

10.25*		Groundwater Performance Restoration Agreement dated March 1, 2004 between the Company, the Texas Commission on Environmental Quality, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company’s Quarterly Report on Form 10-QSB dated May 14, 2004, SEC File Number 000-17171).

Exhibit Number		Description
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.(1)

10.28		Contract for the Purchase of Natural Uranium Concentrates (U₃O₈) dated January 13, 2004.(1)

10.29		Amendment #1 to Exhibit 10.28. (1)

14*		Uranium Resources, Inc. Code of Ethics for Senior Executives. (filed with the Company’s Annual Report on Form 10-KSB dated March 30, 2004, SEC File Number 000-17171).

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

(1) Certain provisions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EX-10.27 2 a04-13664_1ex10d27.htm EX-10.27

Exhibit 10.27

Contract for the Sale of

Uranium Concentrates

from

URI, Inc.

THIS CONTRACT is made and entered into as of this 12th day of August 2003, by and between URI, Inc., a Delaware corporation having its principal offices in Dallas, Texas (hereinafter referred to as “URI”) and a corporation having its principal offices in (hereinafter referred to as “ ”).

WITNESSETH:

WHEREAS, URI desires to sell U308, as defined herein; and

WHEREAS, has a need for and desires to purchase a quantity of said U308 from URI; and

NOW, THEREFORE, in consideration of the premises above recited and the mutual covenants hereinafter set forth, the parties hereto (hereinafter referred to as the “Parties”) agree to the following terms and conditions:

Article 1 – Definitions

When used herein with initial or complete capitalization, the terms set forth below shall have the definitions provided. Words importing persons include corporations and words importing only the singular include the plural and vice versa where the context requires.

1.1 Annual Notice shall mean that notice to be given by pursuant to Article 4.1, which shall identify the Binding Quantity to be purchased during the next Delivery Year, the non-binding Delivery Date(s), and the binding Convertor(s) to which deliveries are to be made.

1.2 Binding Delivery Notice shall mean that notice to be given by pursuant to Article 4.2, which shall identify the Binding Delivery Date in a Delivery Year.

1.3 Binding Quantity shall mean the firm quantity of U308 to be purchased by during a Delivery Year.

1.4 Book Transfer shall mean the account-to-account transfer of U3O8 at the Convertor from the concentrates account of URI, or an account designated by URI, to the account of , or an account designated by .

1.5 Contract shall mean this document, including any Exhibit(s) hereto.

1.6 Convertor shall mean the operator of the conversion facility or the conversion facility itself of or , as specified by in accordance with Article 4, or , if mutually agreed to in writing by URI and .

1.7 Delivery has the meaning assigned to it in Article 5.

1.8 Delivery Date shall mean the date upon or by which the Delivery Quantity shall be scheduled for delivery to .

1.9 Delivery Quantity shall mean the total Binding Quantity to be delivered on a specific Delivery Date within a Delivery Year during the term of the Contract.

1.10 Delivery Year shall mean each Calendar Year during the initial term and any extensions of this Contract.

1.11 Force Majeure shall be as defined in Article 10.1(a) through (d).

1.12 GDP-IPD shall mean the Gross Domestic Product Implicit Price Deflator as published in the Survey of Current Business by the U.S. Department of Commerce, Bureau of Economic Analysis.

1.13 Index Value shall mean the most recent and available Gross Domestic Product Implicit Price Deflator quarterly value, as published in the Survey of Current Business by the U.S. Department of Commerce, Bureau of Economic Analysis.

1.14 Laws and Regulations shall mean all applicable statutes, regulations, codes, laws, licenses, decisions, orders, directives, interpretations, policy statements, regulatory guides, rules, criteria, and license requirements enforced or issued by any applicable government, federal, state, or local, or any governmental agency, authority, or body.

1.15 Natural UF6 shall mean uranium in its natural, unenriched state, having a concentration of the isotope U235 of at least 0.711 weight percent (w/o), which uranium is in the form of natural uranium hexafluoride.

1.16 Nominal Quantity shall mean the non-binding estimate of the quantity of U308 to be provided by URI and purchased by during a Delivery Year.

1.17 U3O8 shall mean uranium as triuranium octoxide (U3O8) contained in uranium concentrates of domestic U.S. origin which conform to the specifications set forth in Article 8 or which are otherwise accepted by the Convertor. Unless otherwise indicated, all measurements expressed in pounds shall refer to pounds (avoirdupois weight) of U3O8 contained in such concentrates.

1.18 U235 shall mean the isotope of uranium with the atomic weight 235.

Article 2 – Term of Contract

2.1 The initial term of this Contract shall begin on January 1, 2005 and will end on December 31, 2008, unless earlier terminated or extended in accordance with the applicable provisions of this Contract.

Article 3 – Scope of Contract

3.1 URI shall provide quantities of U308 to be specified by pursuant to Article 4. URI shall deliver the U308 in accordance with Article 5. The U308 shall meet the specifications provided in Article 8.

3.2 The Nominal Quantity of U308 to be sold and delivered in each Delivery Year shall be 300,000 lbs U3O8, plus or minus percent (+/- %).

3.3 and URI agree that URI’s obligation to supply U308 hereunder is not limited to the success of any specific uranium development project to be undertaken by URI, and that URI has the right to supply U3O8 to be delivered hereunder from any source whatsoever, provided such U3O8 is of origin. Notwithstanding this, URI represents that it presently has under lease or otherwise secured sufficient economically recoverable uranium reserves to satisfy the requirements of this Contract.

3.4 URI agrees that the failure of URI to maintain reserves as provided hereby and to proceed deliberately to produce the U3O8 from the properties it controls on such a schedule as is reasonably anticipated to maintain URI in a position to sell and deliver U3O8 to in accordance with this Contract shall not constitute a Force Majeure under Article 9 hereof.

3.5 URI agrees that it will not, without prior written consent of , dedicate, use, or sell to third parties, U3O8 from its properties that, at the time of entering into a new sales commitment, will reduce the recoverable balance of U3O8 in these properties to an amount less than the amount required to be supplied to hereunder.

Article 4 – Notices

4.1 shall establish the Binding Quantity, which shall be no less than lbs U3O8 and no more than lbs U3O8, to be in effect for a given Delivery Year by written notification to URI, given by September 1 of each year preceding a Delivery Year (“Annual Notice”). The Annual Notice shall also set out the non-binding Delivery Date(s), a maximum of deliveries per Delivery Year, on which will require the Delivery Quantity of U308 to be delivered, and the binding Convertor(s) to which the deliveries are to be made. may elect only one delivery location for a given Delivery Quantity, but may elect different delivery locations for different Delivery Quantities within a given Delivery Year.

4.2 shall provide a binding notice of the Delivery Date(s) at least days prior to the Delivery Date by written notification to URI (“Binding Delivery Notice”). However, delivery in Delivery Year 2005 shall occur between and , 2005, unless otherwise agreed.

Article 5 – Delivery

5.1 Delivery shall mean Delivery of the U308 by URI as set forth in Article 4.1, by Book Transfer to a Convertor.

5.2 Delivery shall be deemed to have been effected when the U308 is credited to or a designated account of at the Convertor.

5.3 URI shall request Convertor to provide written confirmation to that delivery has occurred.

Article 6 – Price

6.1 Payment will be made in U.S. Dollars. All prices for U308 delivered pursuant to this Contract shall be expressed in terms of U.S. Dollars per pound ($/lb) U3O8.

6.2 The Price shall be $ per pound U3O8, which shall be adjusted from until the quarter immediately preceding a quarter of Delivery by changes in the GDP-IPD Index Value. The price includes any transfer fees that may be imposed by the Convertor at the time of Delivery to .

6.3 In the event that the basis for the GDP-IPD is substantially modified or the Index is discontinued, the appropriate adjustment to the Index Value or selection of a substitute index, as applicable, shall be made by agreement of the Parties. If the Index is converted from one base period to a new base period, U.S. Department of Commerce re-basing factors will be applied so that the basis for determining the percent change between the Index figures is not altered.

6.4 Under these price adjustment provisions, the percentage change from the Base Index Value to the Index Value at time of Delivery will be calculated and rounded to decimal places and all dollar values calculated and rounded to decimal places. If the first digit discarded is less than five (5), then the last digit retained shall not be changed; if the first digit discarded is greater than five (5), and if such first digit is five (5) and is followed by at least one digit other than zero, then the last digit retained shall be increased by one. See Exhibit 1 for an example of a price calculation.

Article 7 – Invoicing and Payment

7.1 URI shall make delivery by Book Transfer to an account designated by at a Convertor. URI shall prepare and transmit, in accordance with Article 16, a final invoice for one hundred percent (100%) of an amount equal to: the weight of the U3O8 in pounds (avoirdupois weight) based on the Convertor’s notice of transfer at the Convertor, multiplied by the unit price as specified in Article 6 hereof. URI shall indicate on any final invoice the publication(s) used to obtain any Index Values used in the price computation. shall pay to URI the amount specified in the final invoice within days after the later of (1) the actual Delivery Date or (2) receipt by of the final invoice.

7.2 URI shall pay all taxes (other than income taxes, if any) duties, royalties, or charges levied or imposed on the U3O8 prior to and coincident with Delivery. All taxes, duties, or charges of any kind imposed on the U3O8 subsequent to Delivery shall be paid by . Any book transfer fees imposed by the Convertor shall be paid by URI.

7.3 Any additional shipping cost (if any) incurred by URI as a result of Delivery to shall be for account.

7.6 All amounts due and payable to URI hereunder shall be paid by wire transfer to the account of URI or its nominee at a financial institution of URI’s choice in the United States, to be designated on each and every invoice.

7.7 Any amount due and payable by either Party under this Contract which is not paid by the time specified herein shall bear interest accruable from the date payment was due until the date payment is finally received, at a rate per annum equal to the Prime Rate of interest, as published by Citibank N.A., New York, New York.

Article 8 – Specifications

8.1 The U308 delivered hereunder will meet the Convertor’s specifications in effect at the time of Delivery. shall not be obligated to accept or pay for U308 delivered hereunder unless such U308 meets such Convertor’s specifications, or as otherwise has been accepted by Convertor. Notwithstanding any other provisions of this Contract to the contrary, in the event that any U308 delivered under this Contract is acceptable to the Convertor, only if defined surcharges and treatment charges are paid, URI shall pay or cause to be paid such treatment charges or surcharges to the applicable Convertor, and shall be obligated to accept and pay for such U308.

8.2 Convertor’s procedures for weighing, sampling, and assaying, as they may be amended from time to time, shall apply. All weighing, sampling, and assaying charges shall be the responsibility of URI.

Article 9 – Default

9.1 In the event that URI is in default by failing to make a scheduled U308 Delivery, provided such failure to deliver is not caused by Force Majeure, and provided such default continues for a period of thirty (30) days after notice from to URI specifying the events of default, then shall have the option, without prejudice to any other rights and remedies, to terminate this Contract or such Delivery, and the damages payable to by URI shall be limited to the amount, if any, by which the cost of replacement U308 exceeds the cost of such U308, if such Delivery had been purchased under this Contract; provided, however, that shall use its best efforts to obtain such replacement U308 at the lowest available cost; and

9.2 In the event that is in default by failing to accept or pay for a conforming scheduled U308

Delivery, provided such failure to accept is not caused by Force Majeure, and provided such default continues for a period of thirty (30) days after notice from URI to specifying the events of default, and provided such default substantially impairs the value of the whole Contract, then URI shall have the option, without prejudice to any other rights and remedies, to terminate this Contract or such Delivery, and the damages payable to URI by shall be limited to the amount, if any, by which the resale price of the U308 is less than the Contract price of such U308, if such Delivery had been accepted under this Contract; provided, however, that URI shall use its best efforts to resell such U308 at the highest available price.

Article 10 – Force Majeure

10.1 If the performance of this Contract or any obligation hereunder is prevented, restricted, or interfered with by any cause or unforeseeable circumstance beyond the reasonable control of the Party so failing (Force Majeure), including, but not limited to:

(a) an act of God or the public enemy, fire, explosion, perils of the sea, flood, drought, war, riot, sabotage, accident, terrorist acts, or embargo;

(b) interruptions of or delay in transportation, inadequacy or shortage or failure of supply of materials (other than the U308 to be supplied hereunder), equipment breakdowns, or labor trouble from whatever cause arising;

(c) compliance by or URI with any order, action, direction, or request of any court, governmental office, department, agency, authority, or committee thereof; or

(d) refusal, non-grant, revocation, or suspension of any permit, license, authorization, or certificate or consent by any governmental authority necessary for the performance of this Contract;

then, except as provided in Article 10.2 below, the Party so affected, upon giving prompt written notice to the other Party, including the cause or circumstance and the expected duration of such cause or circumstance, shall be excused from performing such obligation to the extent of such prevention, restriction, or interference; provided, however, that the Party so affected shall have used its best efforts to avoid such cause or circumstance or to remove the consequences thereof, and shall continue performance of its obligations hereunder with the utmost dispatch whenever the Force Majeure situation has ceased and shall provide information on a timely basis regarding the circumstances and any change or cessation of the impediment to performance.

10.2 In the event that, due a Force Majeure, URI’s performance, with respect to any Delivery or Deliveries, as the case may be, shall be delayed or otherwise significantly impaired:

(a) for a period of days or longer, then shall have the right to cancel that Delivery;

(b) for a period of days or longer, then shall have the right to cancel any one and up to all Deliveries remaining under this Contract, or reduce future Deliveries of U308 under this Contract. In case all remaining Deliveries are cancelled, the Contract is terminated.

Article 11 – Warranties

11.1 URI represents and warrants that:

(a) It has all requisite corporate power, authority, and right to enter into this Contract and perform its obligations hereunder and, by entering into this Contract, is not in breach of or default under any other agreement;

(b) it has obtained all approvals of any government, governmental agency, authority, or body which are necessary for URI to enter into this Contract;

(d) the U308 will be delivered to free and clear of any liens, encumbrances, or restrictions. URI will, at no cost of expense to , take such action as may be required to discharge any lien or claim made with respect to the U308 or any party thereof by any third party; and

(e) the U308 will conform to the specifications set forth under Article 8 – Specifications.

(f) the U308 was not obtained under any arrangement or transaction designed to circumvent the provisions of the Suspension Agreements (signed October 1992, and as amended) between the U.S. Department of Commerce and the Russian Federation.

11.2 represents and warrants that:

(b) it has obtained all approvals of any government, governmental agency, authority, or body which are necessary for to enter into this Contract.

Article 12 – Title and Risk of Loss

12.1 Title to and risk of loss of or damage to the U308 and containers for U3O8 shall pass from URI to upon Delivery.

Article 13 – Licenses and Authorizations

13.1 The Parties shall comply with all applicable Laws and Regulations and take all such actions as are necessary to obtain and maintain in full force and effect during the term of this Contract any and all licenses, authorizations, and consents required for the proper performance of their obligations hereunder.

13.2 Upon request, each Party shall provide the other a copy of each license, approval, or permit obtained pursuant to, or necessary for performance in connection with, this Contract.

Article 14 - Assignment

14.1 Except as hereinafter otherwise provided, neither this Contract, nor any duties to be performed hereunder, nor any monies to become due hereunder shall be assigned, delegated, or otherwise disposed of by either Party without the prior written consent of the other party; provided, however, that may assign its interest in this Contract to an affiliate without the necessity of obtaining such a consent.

14.2 URI shall have the right to assign its interest in this Contract to an affiliate or subsidiary of URI or to a trust, corporation, or other entity utilized by URI for purposes of financing URI’s uranium operations; provided that URI, as assignor, shall warrant and guarantee the performance hereunder of any such assignee affiliate, subsidiary, trust, corporation, or other entity.

14.3 This Contract shall not be deemed an asset of either Party and, in the event a Party enters into any voluntary or involuntary receivership, bankruptcy, or insolvency proceeding, the other Party may, upon ten (10) days written notice, terminate the Contract.

Article 15 - Confidentiality

15.1 The terms and conditions, including prices, of this Contract and all information and communications exchanged by the Parties with respect to this Contract shall be confidential, except that or URI may disclose all terms and conditions of this Contract to its affiliates, and neither Party shall disclose the same to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either or URI may disclose to other parties, to the extent necessary to ensure the efficient operation of this Contract, to enforce any right hereunder or to remedy any breach of the agreement contained herein, or as may otherwise be required by law, government agency or regulation, or court of competent jurisdiction.

ARTICLE 16 – NOTICES

16.1 All notices and communications required or permitted herein shall be in writing and shall be deemed properly given if hand delivered, sent by certified mail, express mail or courier, or sent by telecopy or other similar graphic electronic means and confirmed in writing by certified or express mail, courier, or hand delivered, and addressed as follows:

(a) to :

(b) to URI:	URI, Inc.
	650 South Edmonds Lane
	Suite 108
	Lewisville, TX 75067
	Attn:	Mr. Paul Willmott
		President

	Telephone:		(972) 219-3330
	Telecopy:		(972) 219-3311
	Email:		pkwu308i@aol.com

Article 17 – Governing Law

17.1 This Contract shall be governed in all respects by and construed in accordance with the Laws of the State of .

Article 18 – Limit of Liability

18.1 Unless otherwise specified in the Contract, the Parties shall not be responsible for any incidental or consequential damages or losses arising out of the performance of or failure to perform their obligations under this Contract, including, but not limited to, replacement power costs or loss of revenue or loss of anticipated profits.

Article 19 – Nonwaiver and Complete Agreement

19.1 Failure of either or URI to enforce any of the provisions hereof, or failure to require strict performance by the other Party of any of the provisions hereof, shall not release either of the Parties from any of its obligations under this Contract, and shall not be deemed a waiver of any right to insist upon performance thereof, or of either Party’s rights or remedies under this Contract or by law, and shall in no way affect the validity of any term or condition or any part thereof, or the right of either Party thereafter to strictly enforce each and every provision. No purported oral modification or recession of this Contract by an employee or agent of the Parties shall operate as a waiver of any of the provisions hereof.

19.2 This written Contract is intended as the final, complete, and exclusive statement of the terms of the agreement between the Parties. All prior proposals, communications, negotiations, understandings, and

representations relating to the subject matter of this Contract, whether verbal or written, are hereby abrogated, superseded, and withdrawn. The Parties agree that parole or extrinsic evidence may not be used to vary or contradict the express terms of this Contract and that recourse may not be had to alleged prior dealings or course of performance to explain or supplement the express terms of this Contract. This Contract shall not be amended or modified, and no waiver of any provisions hereof shall be effective, unless set forth in a written instrument signed by both Parties.

Article 20 – Miscellaneous

20.1 If any provision of this Contact is or subsequently becomes invalid or unenforceable for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, clause, or provision, except only to the extent necessary to overcome such invalidity. The Parties shall cooperate to negotiate mutually acceptable terms to replace any invalid or unenforceable provision.

20.2 Article headings appearing in this Contract are inserted for convenience of reference only, and shall in no way be construed to be interpretations of text.

20.3 This Contract may be signed in one or more counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties hereto have duly caused this Contract to be executed as of the day and year first above written.

URI, INC.


By:			By:


Title:			Title:

Exhibit 1

Assumptions: Example

Delivery Date:

Delivery Quantity: 100,000 lbs U₃0₈

Base Index Value:

Index Value:

Price Calculation:

Total Due = $ /lb U₃0₈ x 100,000 lbs U₃0₈ = $

Payment due days after the U₃0₈ Delivery Date, or

EX-10.28 3 a04-13664_1ex10d28.htm EX-10.28

EXHIBIT 10.28

URANIUM SUPPLY CONTRACT

BETWEEN

[REDACTED]

AND

URI, INC.

Preamble	Object of the Contract

Article I	Definitions

Article II	Annual Quantities and Delivery Schedule of Concentrates

Article III	Delivery

Article IV	Specifications

Article V	Warranty and Limitation of Liability

Article VI	Price of Concentrates

Article VII	Taxes

Article VIII	Invoicing and Payment

Article IX	Force Majeure

Article X	Non Compliance

Article XI	Term and Termination

Article XII	Governing Law and Arbitration

Article XIII	Governmental Permits

Article XIV	Safeguards – Use of Concentrates

Article XV	General and Notices

Preamble – Object of the Contract

This Contract is for the sale of Uranium Concentrates made this day of December 2003,

Between: [REDACTED] having its principal office at [REDACTED] (hereinafter in this Contract called “Buyer”) on the one part.

And: URI, Inc., a wholly-owned subsidiary of Uranium Resources, Inc. ( hereinafter in this Contract called “ Seller’ s Parent Company “ ) and a corporation incorporated in the state of Delaware, and having its principal office at 650 South Edmonds Lane, Lewisville, TX, USA 75067; (hereinafter in this Contract called “Seller”) on the other part.

Whereas: Seller and Seller’s Parent Company has agreed to sell to Buyer and Buyer has agreed to purchase Concentrates (as hereinafter defined) from Seller on the terms and conditions hereinafter set forth;

Now in consideration of the mutual covenants and agreements herein contained it is hereby agreed as follows:

Article I – Definitions

1.1 In this Contract unless the context otherwise requires:

a. “Book Transfer” is the transfer of U₃O₈ in the records of the Converter from the Concentrates account of Seller to the Concentrates account of Buyer, where the final weight and determination of the U₃O₈ content of the Concentrates has already been made by the Converter;

b. “Concentrates” means natural uranium concentrates containing U₃O₈, which will be supplied from United States mines owned by the Seller;

c. “Contract” means this Contract as the same may be modified or amended from time to time in accordance with its terms and expressions “herein”, “hereto”, “hereunder”, “hereof” and similar expressions refer to this Contract;

d. “Converter” means one or more of the following facilities:

(i) Honeywell International’s facility at Metropolis, Illinois, U.S.A.,

(ii) Cameco’s facility at Blind River and Port Hope, Ontario, Canada;

e. “Delivery Certificate” means a document including the information of Delivery Date, delivered quantity and origin by which the Converter confirms Book Transfer of Concentrates for the account of and on behalf of Buyer, and which has been signed by an authorised person of the Converter;

f. “Delivery Year” means the calendar year during which delivery of a quantity of Concentrates is made or scheduled to be made pursuant to this Contract;

g. “Month” means calendar month;

h. “Pound (lb)” means 1 pound avoirdupois;

i. “Specifications” means the requirements of the Converter in effect for each delivery of Concentrates in order to convert from U₃O₈ to UF₆ without any penalty or surcharge or the like imposed by the Converter;

j. “U₃O₈” means natural triuranium octoxide, the quantity of the element uranium in Concentrates being established by assay and converted to U₃O₈ by multiplying the quantity of uranium by 1.1792;

k. “UF₆” means natural uranium hexafluoride;

l. “Year” means a period of 12 consecutive calendar months commencing on 1^st January and ending on 31^st December and “Annual” has a corresponding meaning.

1.2

a. In this Contract, unless the contrary intention appears, words importing the singular shall include the plural and vice versa, and words importing any gender shall include any other gender;

b. In this Contract, unless the context requires otherwise, a reference to any statute, statutory rule or regulation shall means that which is amended or substituted if such is amended or substituted during the term of this Contract;

c. The Article headings shall not affect the interpretation of this Contract and are used solely for reference purposes;

d. In making calculations in accordance with the terms of this Contract, unless defined elsewhere, any figure shall be calculated to the nearest second decimal place. Whenever pursuant to this Contract a numerical figure is to be rounded or calculated to fewer digits than the number of digits available, then unless otherwise specified herein, the following procedures shall be applied;

(i) If the first digit discarded is less than 5, the last digit retained shall not be changed;

(ii) If the first digit discarded is equal to or greater than 5, the last digit retained shall be increased by 1.

Article II – Annual Quantities and Delivery Schedule of Concentrates

2.1 Subject to Article IX and X, Seller shall deliver to Buyer Concentrates in each Delivery Year 2005 through to and including 2008 as follows:

Delivery Year		B ase Quantity
		Lb U₃0₈

2005		300,000

2006		300,000

2007		300,000

2008		300,000

Buyer has a right to exercise plus or minus 15 percent flexibility on the above nominal quantities.

2.2 The following quantity, converter and delivery date nomination arrangements are agreed:

a) By the 1st September of the year prior to the delivery year, Buyer shall provide a following documents to Seller:

i) Binding notice ( “September Binding Notice” )on the delivery quantity and delivery location.

ii) Non-Binding notice for the delivery month(s)

At least One Hundred and Twenty (120) days prior to the delivery date, Buyer shall provide a Binding notice ( “ 120 days Binding Notice “) for the delivery date.

There shall be no more two (2) deliveries in each of the delivery years.

2.3 Each party shall consider in good faith any request by the other to vary the Delivery Schedule, but the Delivery Schedule as determined pursuant to this Article shall not be amended unless the parties agree.

Article III – Delivery

3.1 Seller shall deliver Concentrates to Buyer, and Buyer shall take delivery of Concentrates from Seller by Book Transfer at the Converter selected under Section 2.3.

(a) The delivery shall be deemed to have been made when Concentrates containing a specified quantity of U₃O₈ are transferred to Buyer’s account by Book Transfer.

(b) Seller shall notify Buyer thereof immediately upon transfer of Concentrates.

3.2 Title to, and all risks of loss in, and liability for, any personal loss or injury or any property damage caused by Concentrates delivered to Buyer in accordance with Section 2.1 shall pass to Buyer when the Concentrates are transferred to Buyer’s account by Book Transfer.

3.3 Subject to this Contract, Seller shall indemnify and hold harmless Buyer from and against all costs, expenses, claims, damages and injuries incurred or arising in respect of the ownership, storage, transportation, possession or use of Concentrates prior to Book Transfer to Buyer by Seller pursuant to this Contract. Buyer shall indemnify and hold harmless Seller from and against all costs, expenses, claims, damages and injuries arising in respect of the ownership, storage, transportation, possession or use of Concentrates subsequent to Book Transfer to Buyer by Seller pursuant to this Contract.

Article IV – Specifications

4.1 The Concentrates delivered hereunder by Seller to Buyer shall conform to the Specifications of the selected Converter at the time of delivery.

Article V – Warranty and Limitation of Liability

5.1 Seller warrants that it will give to Buyer good and marketable title to all Concentrates delivered hereunder and that such Concentrates will be delivered free and clear of all liens, claims, charges and encumbrances of any kind and type whatsoever.

5.2 Under no circumstances whatsoever and howsoever arising shall either party be entitled to recover indirect or consequential damages of any nature including, but not by way of limitation, any consequential loss or damage incurred by the other party.

Article VI – Price of Concentrates

For all pounds U₃O₈ delivered hereunder, the price (“Purchase Price”) to Seller shall be:

The simple average of (A) US$[REDACTED] per pound escalated from the 4^th quarter of calendar year 2003 until the last day of the quarter immediately prior to the delivery quarter by the changes in the U.S. GDP-IPD index, and (B) the Market Price. In no event, however, shall the price paid to Seller be less than US$[REDACTED] per pound U₃O₈ or higher than US$[REDACTED] per pound U₃O_8,both values respectively escalated as per (A) above.

The Market Price shall be determined as the simple average of 1) the U₃O₈ Spot Price Indicator last published by TradeTech during the month immediately preceding the month in which a 120 days Binding Notice is due from Buyer and 2) the Ux U₃O₈ Price last published by the Ux Consulting Co. for the month immediately preceding the month in which a 120 days Binding Notice is due from Buyer.

U.S. GDP-IPD means the most recent Gross Domestic Product Implicit Price Deflator Index published by the US Department of Commerce, Washington, DC, Bureau of Economic Analysis National income and Wealth Division; “Survey of Current Business” through the end of the quarter preceding the quarter in which delivery occurs.

If the U.S. GDP-IPD is discontinued or the basis of its calculation is substantially modified, an index which can reasonably be expected to produce approximately the same results shall be substituted by mutual agreement of the parties. If Buyer and Seller are unable to agree within 60 days of the date upon which one party receives notice from the other of its claims regarding the U.S. GDP-IPD, the matter shall be resolved by binding arbitration according to 12.2.

The Purchase Price is inclusive of:

• Freight, insurance and other transportation charges to the point of delivery at the conversion plant;

• All royalties, environmental control costs, taxes and other imposts until arrival at the conversion plant;

• Weighing, sampling and assaying fees; and

• Book transfer fee charged to Seller by converter

• Any surcharges assessed by the converter with reference to that converter’s specifications and book transfer fee.

Article VII – Taxes

7.1 Seller shall be responsible for and bear any and all taxes, duties, and imposts of any kind which are imposed on or with reference to the Concentrates prior to and coincident with Book Transfer.

7.2 Buyer shall be responsible for and bear any and all taxes, duties, and imposts of any kind which are imposed on or with reference to the Concentrates subsequent to Book Transfer.

Article VIII – Invoicing and Payment

8.1 In respect of each quantity of Concentrates delivered pursuant to Article 2 and Article 3, Seller shall promptly after delivery forward to Buyer an invoice (in duplicate), together with the back-up data necessary to enable Buyer to verify the price indicators and/or published statistics used to calculate the Purchase Price, and Delivery Certificate.

8.2 Seller shall issue an invoice for 100% of the sum arrived at by multiplying the total quantities of U₃O₈ (expressed in Pounds) contained in such delivery by the Purchase Price.

8.3 Buyer shall pay to Seller the invoice value by telegraphic transfer within thirty (30) days from the date when Buyer receives an invoice by fax together with the applicable Book Transfer Certificate, provided that the original invoice follows by mail.

8.4 Any other amounts which either party is obliged to reimburse to the other party pursuant to this Contract shall be paid by telegraphic transfer within thirty (30) days after the date of receipt of invoice by fax, provided that the original invoice follows by mail. Invoices not paid when due shall bear interest at the annual rate of prime (as published in the Wall Street Journal) plus 2%.

8.5 If any invoice due date is not a business day in the United States of America, then such invoice shall become payable on the next business day both in [REDACTED] or United States of America.

Article IX – Force Majeure

9.1 (a) For the purposes of this Contract, “Force Majeure” means an act, event or cause beyond the reasonable control and without the wilful default or negligence of the party concerned including, without limiting the generality of the foregoing;

(i) acts of God, perils of the sea, accidents of navigation, war, sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, strike, lock out, boycott, epidemic, quarantine, radiation or radioactive contamination;

(ii) restriction, restraint, prohibition, requisition, expropriation, direction or embargo by legislation, regulation, decree or other legally enforceable order of any government or governmental or other competent authority (including any court of competent jurisdiction); and

(iii) refusal, revocation or suspension of any permit, licence, authorisation or certificate referred to in Article XIII.

(b) Force Majeure means:

(i) in the case of Seller – those Force Majeure acts, events or circumstances which affect the conduct of the Seller’s U.S. mines, the production of U₃0₈ thereat, or the delivery of U₃0₈ by Seller to Buyer.

(ii) In the case of Buyer – those Force Majeure acts, events or circumstances which affect the taking delivery of U₃0₈ from Seller.

9.2 If either party is prevented or delayed or anticipates that it will be prevented or delayed in the performance of any of its obligations under this Contract by Force Majeure, then subject to that party giving notice to the other party in accordance with Section 9.3 and requesting a suspension of its obligations, the performance of this Contract shall be suspended for any actual period of any prevention or delay and the party or parties shall be excused from the performance of the Contract as the case may be.

9.3 A notice required by Section 9.2 shall be given as promptly as practicable and in any case within thirty (30) days after the party giving the notice first determines that any act, event or circumstance constitutes or may constitute Force Majeure and the notice shall specify the following details:

(a) the matters constituting or likely to constitute Force Majeure, together with evidence thereof;

(b) an estimate of the period within which the prevention or delay will continue;

(d) the extent to which delivery or acceptance of U₃0₈ will be affected.

9.4 (a) During the period of any prevention or delay notified the party giving the notice shall promptly advise the other party of any change in the nature of the Force Majeure.

(b) A party giving the notice under this Article may at any time withdraw or cancel the notice and in such case any right of suspension of performance shall be at an end from the date of cancellation of the notice.

9.5 If, because of Force Majeure, Seller’s ability to deliver Concentrates hereunder is partially affected but not stopped entirely, the parties shall discuss a fair basis upon which deliveries to Buyer will be reduced.

9.6 If the disability resulting from Force Majeure lasts for more than 180 days from the date of notice in accordance with Section 9.3, the party receiving the notice, may at any time prior to advice of cessation of that disability (but not after the date of that advice) by notice in writing to the other, cancel the whole or any part of any quantity of Concentrates due to be delivered during the period of Force Majeure.

9.7 If the disability resulting from Force Majeure lasts for more than 12 months from the date of notice in accordance with Section 9.3, either party, may at any time prior to advice of cessation of that disability (but not after the date of that advice) by notice in writing to the other, terminate this Contract.

Article X – Non Compliance

10.1 Except as provided in Article IX, if either party defaults in the observance of performance of an obligation in a material way under this Contract and such default continues for a period of ninety (90) days after the other party has given written notice to the defaulting party specifying such default, then such other party shall have the right to terminate this Contract by notice in writing to the defaulting party.

10.2 The measure of damages or compensation payable in the event of breach of this Contract shall not in any circumstances (including circumstances entitling termination of this Contract pursuant to this Article) extend to consequential or indirect damages.

10.3 If either party shall be adjudged bankrupt or insolvent under similar proceedings (including without limitation proceedings for the appointment of a trustee or receiver but excluding any proceedings for the purpose of reconstruction only) then the other party shall have the right to terminate this Contract by notice to such first mentioned party.

10.4 Subject to the limitations set forth in Section 10.2, a party terminating this Contract pursuant to this Article shall have the rights and remedies provided under applicable law.

Article XI – Term and Termination

11.1 Subject to the necessary approval stated in Article XIII of this Contract, this Contract shall enter into effect and shall remain in force unless, agreed by both parties, until the end of year 2008.

11.2 Notwithstanding Section 11.1;

(a) this Contract may, without any cost to or liability of the Buyer, be terminated by the Buyer at its absolute discretion upon giving written notice to the Seller if one or more of the following conditions precedent to the ongoing effectiveness of this Agreement are not met:

(i) the Seller cannot reasonably satisfy the Buyer on or before May 15, 2004, either by providing to the Buyer written evidence from its financiers that is reasonably acceptable to the Buyer evidencing that it has received the required financing from those financiers or other evidence reasonably satisfactory to the Buyer, that the Seller has secured financing to begin and complete plant construction, well field development and processing upgrades to its facilities that, in the Buyer’s reasonable opinion, will allow the Seller to fulfil all its obligations to the Buyer under this Contract; or

(ii) the Buyer reasonably concludes on or before October 1, 2004 that the Seller will be unable to maintain production of U₃O₈ at its production facilities at levels to allow the Seller to fulfil all its obligations to the Buyer under this Contract,

and in each case the Buyer must notify the Seller of its decision to so terminate no later than ten (10) business days after the dates referred to in (i) and (ii) above, respectively.

(b) this Contract is subject to earlier termination in accordance with Section 9.7 or Article X; and

(c) if needed for the purposes of Article VI and Article IX, the term of this Contract shall be extended to enable delivery of any delayed deliveries to be made and for the quantity of U₃O₈ therein to be determined, priced, invoiced and paid for in full.

11.3 Termination of this Contract in accordance with Section 9.7 or Article X by a party entitled to effect such termination, shall;

(a) take effect from the date of receipt of the notice of termination by the other party;

(b) operate as a discharge of performance of the unexecuted portion of this Contract, except performance of any obligation outstanding at the date on which the notice of termination takes effect;

(c) not abrogate or prejudice any right (whether conferred by this Contract or existing by law or in equity) of either party in respect of any antecedent breach by the other of any obligations under this Contract.

Article XII – GOVERNING LAW AND ARBITRATION

12.1 Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with, and its validity shall be determined under, the laws of the State of New York, the United States of America, without giving effect to any conflicts-of-law rules requiring the application of the substantive law of any other jurisdiction, and it shall be deemed to have been executed and performed in the State of New York. The Parties hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) to this Agreement. The Parties expressly state their intention that the laws of [REDACTED] shall not, under any circumstances, apply in any way to the interpretation of this Contract. In the event this Contract is translated and there exists any difference between the foreign language version and this English version, this English version shall prevail.

12.2 Arbitration

Any dispute, controversy or claim arising out of or relating to this Agreement shall be finally resolved by arbitration in accordance with the rules of the American Arbitration Association then obtaining. Unless otherwise agreed in writing by the Parties hereto, the arbitral panel shall consist of three (3) arbitrators, one to be appointed by each Party and the third to be appointed by the two arbitrators appointed by the Parties. In the event that a Party fails to appoint an arbitrator within fifteen (15) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, the other Party may request the American Arbitration Association to appoint an arbitrator for the Party failing to make such appointment. In the event that the third arbitrator has not been appointed within thirty (30) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, either Party may request the American Arbitration Association to appoint such third arbitrator. The arbitration proceedings, all documents submitted therein and the award of the arbitral panel shall be in the English language, and all members of the arbitral panel shall be fluent in English. The arbitration proceedings shall be held in New York, New York, the United States of America. The arbitral panel shall apply the rules of procedure applicable to civil actions in the courts of the state of New York; provided, however, that both Parties shall be entitled to representation by counsel, to appear and present written or oral evidence and argument and to

cross-examine witnesses presented by the other Party. The arbitral award shall be in writing and the arbitral panel shall provide written reason for its award. The award of the arbitral panel shall be final and binding upon the Parties. The Parties waive any rights to appeal or to review such award by any court or tribunal, and such award shall be final and binding. Each Party agrees that any arbitral award or final judgment rendered against it in any action or proceeding relating in any way to this Agreement shall be conclusive and may be enforced, to the extent permitted by applicable law, in any court in the state of New York, by suit on the arbitral award or judgment, a certified copy of which arbitral award or judgment shall be conclusive evidence thereof, or by such other means provided by applicable law. The Parties further agree to undertake to carry out without delay the provisions of any arbitral award or order. A Party may disclose the contents of an award of the arbitral tribunal only to affiliates, Governmental Authorities or other persons as required by applicable law.

(a) To the extent any Party has or may acquire any immunity (sovereign or otherwise) from jurisdiction of any arbitral tribunal or court in or in connection with any arbitration under this Agreement or any proceeding, action, lawsuit or process (whether through service or notice, attachment in aid of execution, execution or otherwise) pursuant to, in aid of, arising out of, in confirmation or registration of, or to enforce, an award of an arbitration proceeding under this Agreement, each Party, solely for the purpose of such arbitration proceeding, action, lawsuit or process, hereby irrevocably waives such immunity. The foregoing waiver and consent are intended to be effective to the fullest extent now or hereafter permitted by the applicable law of any jurisdiction where any suit, action or proceeding with respect to an arbitration under this Agreement may be commenced, including the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable and not subject to withdrawal for purposes of such act.

Pending the final decision of the arbitrator of a dispute hereunder, Buyer and Seller shall diligently proceed with the performance of any portion of the Agreement without prejudice to a final adjustment in accordance with the decision rendered by the arbitral tribunal with respect to such dispute.

Article XIII – Governmental Permits

13.1 Deliveries of Concentrates hereunder are subject to the grant and continuance in force of all necessary permits, licenses, authorisations and certificates.

Seller shall at its own cost be responsible for obtaining and maintaining all permits, certificates, licenses and authorisations necessary for performing its obligations based on the Contract.

13.2 Buyer shall at its own cost be responsible for obtaining and maintaining all permits, certificates, licences and authorisations necessary for performing its obligations based on the Contract.

13.3 Each party shall at its own expense afford the other party all reasonable assistance in applying for or obtaining any permit, licence, authorisation or certificate necessary for the purposes of this Contract.

Article XIV – Safeguards-Use of Concentrates

14.1 Buyer and seller agree that the Concentrates supplied hereunder, will be used only for peaceful purposes and will be subject to the safeguard provisions of the agreements of the governments involved for the cooperation in the field of nuclear nonproliferation in effect as of the effective date of this Agreement, and as the same may be subsequently amended.

Article XV – General and Notices

15.1 The terms and conditions of this Contract and all information flowing to a party by reason of the operation hereof shall be kept and remain confidential and each party undertakes that neither it nor its employees, agents or representatives shall, without the prior written consent of the other party, disclose such terms, conditions or information to third persons unless disclosure relates to information already within the public domain or is;

(a) required by law or by the Government regulation;

(b) reasonably necessary for submission to an arbitrator pursuant to Article XII or for the purposes of any administrative or legal proceedings involving both parties;

(d) reasonably necessary for financing purposes; or

(e) made to legal and financial advisers or certified public accountants of either party who are bound to treat any information disclosed to them as confidential.

15.2 This Agreement shall not be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that either Party may, without such consent, assign this Agreement and its rights or obligations hereunder to its subsidiary, affiliate, trust, or financial institutions. In no event shall any such assignment be construed as a novation or discharge of the assigning party’s obligations hereunder. Except as so provided, any purported assignment hereof shall be invalid.

15.3 No amendment or modification of this Contract shall be binding on the parties unless made in writing and signed or executed by or on behalf of both parties.

15.4 In any event Seller’s Parent Company shall guarantee all the necessary performance of Seller described in this Contract.

15.5 (a) All notices, notifications, consents, advices, requests, demands, directions, instructions, reports and other communications (in this Section 15.4 called “Communications”) required, permitted or

authorised to be made or given pursuant to this Contract shall be made or given in writing and either personally served or sent airmail letter (postage prepaid) or facsimile addressed as follows:

(i) To Seller:

URI, Inc.

650 S. Edmonds Lane

Suite 108

Lewisville, TX 75067

Attention: Paul K. Willmott

Facsimile:

(ii) To Buyer:

[REDACTED]

with copy to: [REDACTED]

(b) Either party may from time to time by notice in writing to the other change its address for receipt of Communications.

(i) be in the English language;

(ii) be deemed to be given only when actually received by the party to which they are addressed;

(iii) be promptly acknowledged by the party to which they are addressed; and

(iv) be signed by an authorised person of that party.

IN WITNESS WHEREOF the parties hereto have caused these presents to be executed as attested to by their duly authorised signing officers in that behalf as at the day and year on which the last party signed below.

[REDACTED]



Name :		[REDACTED]
Title :		[REDACTED]


Date :

Place :


URI, INC.



Name :		Paul Willmott
Title :		President


Date :

Place :


Uranium Resources, Inc. (Seller’s Parent Company)



Name :	Paul Willmott

Title :	President


Date :

Place :

EX-10.29 4 a04-13664_1ex10d29.htm EX-10.29

EXHIBIT 10.29

August 19, 2004

Amendment No. 1

The Uranium Supply Contract dated January 13, 2004 between [REDACTED] and URI, Inc.

Pursuant to [REDACTED] (Buyer)’s revised proposal dated August 6, 2004 and URI, Inc. (Seller)’s acceptance dated August 18, 2004, (copies attached) the parties hereby agree to amend the above referenced Contract as follows:

Buyer and Seller agree to advance a portion of the 2005 Annual Quantity as set forth under Article 2.1 (herein designated by Buyer to be a total of 345,000 pounds U3O8) to 2004 accordingly:

1. 2004 Delivery Schedule and Quantity:

October, 2004:	66,000 pounds U3O8, +/- 15	%

November, 2004	66,000 pounds U3O8, +/- 15	%

December, 2004	99,000 pounds U3O8, +/- 15	%
Total:	231,000 pounds U3O8, +/- 15	%

2. Remaining Annual Quantity:

That portion of the 2005 Annual Quantity not advanced pursuant to 1 above (345,000 pounds U3O8 less 231,000 pounds U3O8 [+/- 15%]) shall be delivered to Buyer no later than March 31, 2005.

3. Timing of Deliveries and Quantity Flexibility

The timing of the deliveries and the quantity flexibility (+/- 15%) within the periods specified in items 2 and 3 above will be at the Sellers discretion. The Seller agrees to notify the Buyer of the timing and quantity of each such delivery no later than seven (7) days prior to the date of each delivery.

4. Delivery Location:

Seller shall deliver the U3O8 quantities set forth under items 1 and 2 above to Buyer’s account at ConverDyn.

5. Price:

A. For all U3O8 delivered to Buyer under item 1 above, the price paid to Seller shall be US$13.95 per pound U3O8, fixed, and

B. For all U3O8 delivered to Buyer under item 2 above, the price paid to Seller shall be US$14.01 per pound U3O8, fixed.

6. Payment:

Payment to Seller shall be made by Buyer within 3 business days of each Delivery, subject to Buyer’s receipt of ConverDyn’s Delivery confirmation notice and Seller’s invoice.

All other terms and conditions of the above referenced Contract remain unchanged. Upon execution, this Amendment shall be effective as of the date first written above.

Agreed to by Buyer				Agreed to by Seller



Name				Name



Title				Title

EX-31.1 5 a04-13664_1ex31d1.htm EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Paul K. Willmott, certify that:

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

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

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

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

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

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

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

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

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

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

Date: November 15, 2004
	/s/ Paul K. Willmott
	Title: President and Chief Executive Officer

EX-31.2 6 a04-13664_1ex31d2.htm EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas H. Ehrlich, certify that:

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

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

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

Date: November 15, 2004
	/s/ Thomas H. Ehrlich
	Title: Vice President - Finance and Chief Financial Officer

EX-32.1 7 a04-13664_1ex32d1.htm EX-32.1

Exhibit 32.1

URANIUM RESOURCES, INC.

650 S. Edmonds Lane, Suite 108, Lewisville, TX 75067

972.219.3330 Phone 972.219.3311 Fax

November 15, 2004

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

(1) The Quarterly Report on Form 10-QSB of the Company for the period ended September 30, 2004 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

/S/ Paul K. Willmott
Paul K. Willmott
President and Chief Executive Officer
November 15, 2004

EX-32.2 8 a04-13664_1ex32d2.htm EX-32.2

Exhibit 32.2

URANIUM RESOURCES, INC.

650 S. Edmonds Lane, Suite 108, Lewisville, TX 75067

972.219.3330 Phone 972.219.3311 Fax

November 15, 2004

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

/S/ Thomas H. Ehrlich
Thomas H. Ehrlich
Vice President and Chief Financial Officer
November 15, 2004

-----END PRIVACY-ENHANCED MESSAGE-----

PART I - FINANCIAL INFORMATION

Forward Looking Statements

Plan of Operation and Liquidity

Critical Accounting Policies

PART II - OTHER INFORMATION

EXHIBIT INDEX

Article 9 – Default

BETWEEN

AND

Table of Contents

Article I – Definitions

Article XII – GOVERNING LAW AND ARBITRATION

12.1 Governing Law

12.2 Arbitration